Execution
        Copy

       

    

    
      

      

    

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    CHINA
      ARCHITECTURAL ENGINEERING, INC.

    


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

    


    800,000
      WARRANTS EXPIRING 2010

     

    April
      12,
      2007

    


     

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONTENTS

    

      
        	
                Clause

              	  	 	
                 
 

              	 	
                 Page

              	 
	
                1.

              	 	 	
                CERTAIN
                  DEFINITIONS

              	 	 	
                1

              	 
	
                2.

              	 	 	
                REGISTRATION

              	 	 	
                3

              	 
	
                3.

              	 	 	
                COMPANY
                  OBLIGATIONS

              	 	 	
                5

              	 
	
                4.

              	 	 	
                DUE
                  DILIGENCE REVIEW; INFORMATION

              	 	 	
                7

              	 
	
                5.

              	 	 	
                OBLIGATIONS
                  OF THE HOLDERS

              	 	 	
                8

              	 
	
                6.

              	 	 	
                INDEMNIFICATION

              	 	 	
                9

              	 
	
                7.

              	 	 	
                MISCELLANEOUS

              	 	 	
                11

              	 


      

    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

Registration
        Rights Agreement

    

     

    This
      Registration Rights Agreement (the “Agreement”)
      is
      made and entered into as of this 12th day of April, 2007.

     

    BY
      AND AMONG

     

    1. CHINA
      ARCHITECTURAL ENGINEERING, INC.,
      a
      Delaware corporation (the “Company”),
      and


     

    2. ABN
      AMRO BANK N.V.
      (the
“Investor”).

     

    The
      parties hereby agree as follows:

     

    
      	
              1.

            	
              
                CERTAIN
                  DEFINITIONS

              

            


    

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such person. For
      the purposes of this definition, “control” (including, with correlative
      meanings, the terms “controlling”, “controlled by” and “under common control
      with”), as applied to any person, means the possession, directly or indirectly,
      of the power to direct or cause the direction of the management and policies
      of
      that person, whether through the ownership of voting securities or by contract
      or otherwise.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Closing
      Date”
means
      the closing date for the Company’s issuance and sale of the Convertible Bonds
      (as defined below) pursuant to the Subscription Agreement (as defined below),
      and for the Company’s issuance and sale of the Warrants (as defined below)
      pursuant to the Subscription Agreement.

     

    “Common
      Stock”
means
      (a) the Company’s common stock, par value $0.001 per share, and (b) any
      securities into which or for which the securities described in (a) above may
      be
      converted, exchanged or reclassified pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise.

     

    “Conversion
      Shares”
means
      the shares of Common Stock issued or issuable upon conversion of any Convertible
      Bonds.

     

    “Convertible
      Bonds”
means
      (a) the Company’s Variable Rate Convertible Bonds due 2012, and (b) any
      securities into which or for which the securities described in (a) above may
      be
      converted, exchanged or reclassified pursuant to a plan of recapitalization,
      reorganization, merger, sale of assets or otherwise, other than Conversion
      Shares.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    “Holders”
means
      (a) the Investor, and (b) any Permitted Transferee of the Investor, and (c)
      any
      subsequent Permitted Transferee of a Holder referred to in (b)
      above.

     

    “1933
      Act”
means
      the U.S. Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “1934
      Act”
means
      the U.S. Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Permitted
      Transferee”
means
      a
      transferee of Registrable Securities who acquires the Registrable Securities
      in
      a transaction that meets the requirements set forth in the proviso of the second
      sentence of Section 7(c) hereof.

     

    “Prospectus”
shall
      mean the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference in such prospectus.

     

    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the 1933 Act, and the declaration or
      ordering of effectiveness of such Registration Statement or
      document.

     

    “Registrable
      Securities”
shall
      mean (i) the Convertible Bonds, (ii) the Warrants, (iii) the Conversion Shares,
      and (iv) the Warrant Shares (as defined below); provided, however, that, a
      security shall cease to be a Registrable Security upon (A) the sale of such
      security pursuant to a Registration Statement or pursuant to Rule 144 under
      the
      1933 Act, or (B) such security becoming eligible for sale without restriction
      pursuant to Rule 144(k) under the 1933 Act.

     

    “Registration
      Statement”
shall
      mean any registration statement filed by the Company with the SEC for a public
      offering and sale of securities of the Company (other than a registration
      statement on Form S-8, Form S-4 or successor forms, or any registration
      statement relating solely to transactions under Rule 145 of the 1933
      Act).

     

    “Required
      Holders”
means
      Holders holding a majority of the Registrable Securities in respect of the
      Convertible Bonds and the Conversion Shares.

     

    “SEC”
means
      the U.S. Securities and Exchange Commission or any other federal agency at
      the
      time administering the 1933 Act.

     

    “Subscription
      Agreement”
means
      that certain Subscription Agreement dated March 28, 2007 by and among the
      Company and the Investor with respect to the issuance and sale of the
      Convertible Bonds and the Warrants.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Warrant
      Shares”
means
      the shares of Common Stock issued or issuable upon exercise of the
      Warrants.

     

    “Warrants”
means
      the warrants to purchase 800,000 shares (subject to adjustment) of Common Stock
      of the Company issued to the Investor pursuant to the Subscription
      Agreement.

     

    
      	
              2.

            	
              REGISTRATION

            


    

     

    
      	 	
              (a)

            	
              Shelf
                Registration

            


    

     

    
      	 	
              (i)

            	
              Initial
                Registrable Securities. Promptly following the execution of the
                Subscription Agreement and in any event within thirty (30) days thereafter
                (the “Filing
                Deadline”),
                the Company shall prepare and file with the SEC an amendment to the
                Registration Statement on Form S-1 (Reg. No. 333-138603) currently
                on file
                with the SEC to cover the resale of the Registrable Securities. Such
                Registration Statement shall include a plan of distribution with
                respect
                to the Registrable Securities in a form approved by the Holders of
                a
                majority of the Registrable Securities. Such Registration Statement
                also
                shall cover, to the extent allowable under the 1933 Act and the rules
                promulgated thereunder (including Rule 416), such indeterminate number
                of
                additional shares of Common Stock resulting from stock splits, stock
                dividends or similar transactions with respect to the Registrable
                Securities. The Company shall cause the Registration Statement as
                so
                amended to become effective as promptly as possible. Each prospectus
                contained in such Registration Statement will conform in all material
                respects to the requirements of the 1933 Act and the rules and regulations
                of the SEC thereunder, and each such prospectus will not contain
                an untrue
                statement of a material fact or omit to state a material fact required
                to
                be stated therein or necessary to make the statements therein, in
                the
                light of the circumstances under which they were made, not
                misleading.

            


    

     

    
      	 	
              (ii)

            	
              Additional
                Registrable Securities. Upon any change in (a) the Conversion Price
                with
                respect to the Convertible Bonds (as defined in the Trust Deed and
                Terms
                and Conditions executed with respect to the Convertible Bonds (the
                “Trust
                Deed”)),
                or (b) the Subscription Price of the Warrants (as defined in the
                Warrants)
                or the number of shares of Common Stock issuable upon the exercise
                of the
                outstanding Warrants (such additional shares of Common Stock referenced
                in
                (a) and (b) above shall be referred to herein as “Additional
                Shares”),
                prior to the issuance of any Additional Shares, the Company shall
                prepare
                and file, as soon as practicable but in any event within thirty (30)
                days
                of such change, with the SEC one or more Registration Statements
                on Form
                S-1, or, if available, Form S-3, or amend the Registration Statement
                filed
                pursuant to clause (i) above, if such Registration Statement has
                not
                previously been declared effective, covering the resale of the Additional
                Shares, but only to the extent the Additional Shares are not at the
                time
                covered by an effective Registration Statement. Such Registration
                Statement also shall cover, to the extent allowable under the 1933
                Act and
                the rules promulgated thereunder (including Rule 416), such indeterminate
                number of additional shares of Common Stock resulting from stock
                splits,
                stock dividends or similar transactions with respect to the Additional
                Shares. The Registration Statement (and each amendment or supplement
                thereto, and each request for acceleration of effectiveness thereof)
                shall
                be provided in accordance with Section 3(c) to the Holders prior
                to its
                filing or other submission.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	 


    

     

    
      	 	
              (b)

            	
              Expenses

            


    

     

    The
      Company will pay all expenses associated with each registration, including
      filing and printing fees, the Company’s counsel and accounting fees and
      expenses, costs associated with clearing the Registrable Securities for sale
      under applicable state securities laws, listing fees, and the fees and expenses
      of one counsel for the Holders of Registrable Securities, but excluding
      discounts, commissions, fees of underwriters, selling brokers, dealer managers
      or similar securities industry professionals with respect to the Registrable
      Securities being sold.

     

    
      	 	
              (c)

            	
              Effectiveness

            


    

     

    
      	 	
              (i)

            	
              The
                Company shall cause each Registration Statement to be declared effective
                as soon as practicable, and in any event, (A) within ten (10) business
                days of being advised by the SEC that the Registration Statement
                will not
                be reviewed or is not subject to further review and (B) at 5:00 p.m.
                (New
                York City time) on the effective date. The Company shall notify the
                Holders by facsimile or e-mail as promptly as practicable, and in
                any
                event, by 9:30 a.m. (New York City time) on the date immediately
                following
                the effective date, after any Registration Statement is declared
                effective
                and shall by 9:30 a.m. (New York City time) on the date immediately
                following the effective date provide the Holders with an electronic
                copy
                of any related Prospectus to be used in connection with the sale
                or other
                disposition of the securities covered thereby. If (A) a Registration
                Statement covering the Registrable Securities is not filed by the
                Filing
                Deadline, or declared effective by the SEC within 365 days following
                the
                Closing Date, or (B) after a Registration Statement has been declared
                effective by the SEC, sales cannot be made pursuant to such Registration
                Statement for any reason other than an Allowed Delay (as defined
                below)
                (including without limitation by reason of a stop order, or the Company’s
                failure to update the Registration Statement), but excluding the
                inability
                of any Holder to sell the Registrable Securities covered thereby
                due to
                market conditions and except as excused pursuant to subparagraph
                (ii)
                below, then the Company will be in breach of its obligations
                hereunder.

            


    

     

    
      	 	
              (ii)

            	
              For
                not more than twenty (20) consecutive trading days, or for a total
                of not
                more than forty-five (45) trading days, in any twelve (12) month
                period,
                the Company may suspend the use of any Prospectus included in any
                registration contemplated by this Section 2 (an “Allowed
                Delay”);
                provided, however, that the Company shall (a) promptly notify the
                Holders
                in writing of the existence of the Allowed Delay (but in no event,
                without
                the prior written consent of a Holder, shall the Company disclose
                to such
                Holder any of the facts or circumstances regarding any material non-public
                information giving rise to an Allowed Delay), (b) promptly advise
                the
                Holders in writing to cease all sales under the Registration Statement
                until the end of the Allowed Delay, (c) use commercially reasonable
                efforts to terminate an Allowed Delay as promptly as practicable
                and (d)
                keep the Registration Statement effective for an additional period
                of time
                equal to the period of time of the Allowed
                Delay.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              COMPANY
                OBLIGATIONS

            


    

     

    The
      Company will effect the registration of the Registrable Securities in accordance
      with the terms hereof, and pursuant thereto the Company will, as expeditiously
      as possible:

     

    
      	 	
              (a)

            	
              cause
                each Registration Statement to become effective and to remain continuously
                effective for a period that will terminate upon the earlier of (i)
                the
                date on which all Registrable Securities covered by such Registration
                Statement as amended from time to time, have been sold thereunder,
                pursuant to any other Registration Statement or pursuant to Rule
                144 under
                the 1933 Act and (ii) the date on which all Registrable Securities
                covered
                by such Registration Statement may be sold without restriction pursuant
                to
                Rule 144(k) of the 1933 Act as determined by counsel to the Company
                pursuant to a written opinion letter to such effect, addressed and
                acceptable to the Company’s transfer agent and the affected Holders
                (assuming for this purpose each Warrant will be exercised for cash)
                (the
                “Effectiveness
                Period”);

            


    

     

    
      	 	
              (b)

            	
              promptly
                following the date any Registration Statement hereunder is declared
                effective by the SEC, prepare and file with the SEC a prospectus
                pursuant
                to Rule 424 under the 1933 Act;

            


    

     

    
      	 	
              (c)

            	
              prepare
                and file with the SEC as soon as practicable such amendments and
                post-effective amendments to the Registration Statement and the Prospectus
                as may be necessary to keep the Registration Statement effective
                for the
                period specified in Section 3(a) and to comply with the provisions
                of the
                1933 Act, the 1934 Act, any applicable state securities or blue sky
                laws
                and the rules and regulations of any securities exchange on which
                the
                Registrable Securities may be traded or included for quotation, with
                respect to the distribution of all of the Registrable Securities
                covered
                thereby;

            


    

     

    
      	 	
              (d)

            	
              provide
                (via email or facsimile) copies to and permit the Holders to review
                each
                Registration Statement and all amendments and supplements thereto
                no fewer
                than two (2) business days prior to their filing with the SEC and
                not file
                any document to which a Holder’s counsel reasonably
                objects;

            


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              furnish
                to the Holders (via email or facsimile) (i) promptly after the same
                is
                prepared and publicly distributed, filed with the SEC, or received
                by the
                Company one (1) copy of any Registration Statement and any amendment
                thereto, each preliminary prospectus and Prospectus and each amendment
                or
                supplement thereto, and each letter written by or on behalf of the
                Company
                to the SEC or the staff of the SEC, and each item of correspondence
                from
                the SEC or the staff of the SEC, in each case relating to such
                Registration Statement (other than any portion of any thereof which
                contains information for which the Company has sought confidential
                treatment), and (ii) such number of copies of a Prospectus, including
                a
                preliminary prospectus, and all amendments and supplements thereto
                and
                such other documents as each Holder may reasonably request in order
                to
                facilitate the disposition of the Registrable Securities owned by
                such
                Holder that are covered by the related Registration
                Statement;

            


    

     

    
      	 	
              (f)

            	
              use
                (i) its best efforts to prevent the issuance of any stop order or
                other
                suspension of effectiveness and (ii) its best efforts to, if such
                order is
                issued, obtain the withdrawal of any such order at the earliest possible
                moment;

            


    

     

    
      	 	
              (g)

            	
              prior
                to any public offering of Registrable Securities, use its best efforts
                to
                register or qualify or cooperate with the Holders in connection with
                the
                registration or qualification of such Registrable Securities for
                offer and
                sale under the securities or blue sky laws of such jurisdictions
                requested
                by the Holders and do any and all other commercially reasonable acts
                or
                things necessary or advisable to enable the distribution in such
                jurisdictions of the Registrable Securities covered by the Registration
                Statement; provided, however, that the Company shall not be required
                in
                connection therewith or as a condition thereto to (i) qualify to
                do
                business in any jurisdiction where it would not otherwise be required
                to
                qualify but for this Section 3(g), (ii) subject itself to general
                taxation
                in any jurisdiction where it would not otherwise be so subject but
                for
                this Section 3(g), or (iii) file a general consent to service of
                process
                in any such jurisdiction;

            


    

     

    
      	 	
              (h)

            	
              cause
                all Registrable Securities covered by a Registration Statement to
                be
                listed on each securities exchange, interdealer quotation system
                or other
                market on which similar securities issued by the Company are then
                listed;

            


    

     

    
      	 	
              (i)

            	
              notify
                the Holders (via email or facsimile), at any time when a Prospectus
                relating to Registrable Securities is required to be delivered under
                the
                1933 Act, upon discovery that, or upon the happening of any event
                as a
                result of which, the Prospectus included in a Registration Statement,
                as
                then in effect, includes an untrue statement of a material fact or
                omits
                to state any material fact required to be stated therein or necessary
                to
                make the statements therein not misleading in light of the circumstances
                then existing, and promptly prepare and furnish to such holders a
                supplement to or an amendment of such Prospectus as may be necessary
                so
                that, as thereafter delivered to the purchasers of such Registrable
                Securities, such Prospectus shall not include an untrue statement
                of a
                material fact or omit to state a material fact required to be stated
                therein or necessary to make the statements therein not misleading
                in
                light of the circumstances then
                existing;

            


    

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (j)

            	
              cooperate
                with the Holders who hold Registrable Securities being offered to
                facilitate the timely preparation and delivery of certificates (not
                bearing any restrictive legend) representing the Registrable Securities
                sold pursuant to a Registration Statement and enable such certificates
                to
                be in such denominations or amounts, as the case may be, as the Holders
                may reasonably request and registered in such names as the Holders
                may
                request;

            


    

     

    
      	 	
              (k)

            	
              comply
                with all applicable rules and regulations of the SEC under the 1933
                Act
                and the 1934 Act, take such other actions as may be reasonably necessary
                to facilitate the registration of the Registrable Securities hereunder;
                and

            


    

     

    
      	 	
              (l)

            	
              with
                a view to making available to the Holders the benefits of Rule 144
                (or its
                successor rule) and any other rule or regulation of the SEC that
                may at
                any time permit the Holders to sell shares of Common Stock to the
                public
                without registration: (i) make and keep current public information
                available, as that term is understood and defined in Rule 144, until
                the
                expiration of the Effectiveness Period; (ii) file with the SEC in
                a timely
                manner all reports and other documents required of the Company under
                the
                1934 Act; and (iii) furnish to each Holder upon request, as long
                as such
                Holder owns any Registrable Securities, (A) a written statement by
                the
                Company that it has complied with the reporting requirements of the
                1934
                Act, (B) copies of the Company’s most recent Annual Report on Form 10-K,
                Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
                (C)
                such other information as may be reasonably requested in order to
                avail
                such Holder of any rule or regulation of the SEC that permits the
                selling
                of any such Registrable Securities without
                registration.

            


    

     

    
      	
              4.

            	
              DUE
                DILIGENCE REVIEW;
                INFORMATION

            


    

     

    The
      Company shall make available, during normal business hours, for inspection
      and
      review by the Holders, advisors to and representatives of the Holders (who
      may
      or may not be affiliated with the Holders and who are reasonably acceptable
      to
      the Company), all financial and other records, all SEC filings, and all other
      corporate documents and properties of the Company as may be reasonably necessary
      for the purpose of such review, and subject to the Company’s obligations
      pursuant to SEC Regulation FD, cause the Company’s officers and employees,
      within a reasonable time period, to supply all such information reasonably
      requested by the Holders or any such representative, advisor or underwriter
      in
      connection with such Registration Statement (including, without limitation,
      in
      response to all questions and other inquiries reasonably made or submitted
      by
      any of them), prior to and from time to time after the filing and effectiveness
      of the Registration Statement, each for the sole purpose of enabling the Holders
      and such representatives, advisors and underwriters and their respective
      accountants and attorneys to conduct initial and ongoing due diligence with
      respect to the Company with respect to the accuracy of such Registration
      Statement.

     

    Notwithstanding
      the foregoing, the Company shall not disclose material nonpublic information
      to
      the Holders, or to advisors to or representatives of the Holders, unless prior
      to disclosure of such information the Company identifies such information as
      being material nonpublic information and provides the Holders, such advisors
      and
      representatives with the opportunity to accept or refuse to accept such material
      nonpublic information for review and any Holder wishing to obtain such
      information enters into an appropriate confidentiality agreement with the
      Company with respect thereto.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              OBLIGATIONS
                OF THE HOLDERS

            


    

     

    
      	 	
              (a)

            	
              Each
                Holder shall furnish in writing to the Company such information regarding
                itself, the Registrable Securities held by it and the intended method
                of
                disposition of the Registrable Securities held by it, as shall be
                reasonably required to effect the registration of such Registrable
                Securities and shall execute such documents in connection with such
                registration as the Company may reasonably request. At least ten
                (10) days
                prior to the first anticipated filing date of any Registration Statement,
                the Company shall notify each Holder of the information the Company
                requires from such Holder if such Holder elects to have any of the
                Registrable Securities held by such Holder included in the Registration
                Statement. A Holder shall provide such information to the Company
                at least
                two (2) Business Days prior to the first anticipated filing date
                of such
                Registration Statement if such Holder elects to have any of the
                Registrable Securities included in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Each
                Holder, by its acceptance of the Registrable Securities agrees to
                cooperate with the Company as reasonably requested by the Company
                in
                connection with the preparation and filing of a Registration Statement
                hereunder, unless such Holder has notified the Company in writing
                of its
                election to exclude all of its Registrable Securities from such
                Registration Statement.

            


    

     

    
      	 	
              (c)

            	
              Each
                Holder agrees that, upon receipt of any notice from the Company of
                either
                (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii)
                or
                (ii) the happening of an event pursuant to Section 3(h) hereof, such
                Holder will immediately discontinue disposition of Registrable Securities
                pursuant to the Registration Statement covering such Registrable
                Securities, until the Holder’s receipt of the supplemented or amended
                prospectus filed with the SEC and until any related post-effective
                amendment is declared effective and, if so directed by the Company,
                the
                Holder shall deliver to the Company (at the expense of the Company)
                or
                destroy (and deliver to the Company a certificate of destruction)
                all
                copies in the Holder’s possession of the Prospectus covering the
                Registrable Securities current at the time of receipt of such
                notice.

            


    

    
       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

         

      

    

    
      	
              6.

            	
              INDEMNIFICATION

            


    

     

    
      	 	
              (a)

            	
              Indemnification
                by the Company

            


    

     

    The
      Company will indemnify and hold harmless, to the fullest extent permitted by
      law, each Holder and its officers, directors, members, employees and agents,
      successors and assigns, and each other person, if any, who controls such Holder
      within the meaning of the 1933 Act, against any losses, claims, damages or
      liabilities, joint or several, to which they may become subject under the 1933
      Act or otherwise, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon: (i) any untrue
      statement or alleged untrue statement of any material fact contained in any
      Registration Statement, any preliminary prospectus or final prospectus contained
      therein, any amendment or supplement thereof or any “free writing prospectus” as
      defined in Rule 405 under the 1933 Act; (ii) any blue sky application or other
      document executed by the Company specifically for that purpose or based upon
      written information furnished by the Company filed in any state or other
      jurisdiction in order to qualify any or all of the Registrable Securities under
      the securities laws thereof (any such application, document or information
      herein called a “Blue
      Sky Application”);
      (iii)
      the omission or alleged omission to state therein a material fact required
      to be
      stated therein or necessary to make the statements therein not misleading;
      (iv)
      any violation or alleged violation by the Company or its agents of any rule
      or
      regulation promulgated under the 1933 Act, the 1934 Act, or any other law,
      including any state, provincial or foreign securities law, or any rule or
      regulation thereunder, applicable to the Company or its agents and relating
      to
      action or inaction required of the Company in connection with such registration;
      (v) any material violation of this Agreement by the Company; or (vi) any failure
      to register or qualify the Registrable Securities included in any such
      Registration in any state where the Company or its agents has affirmatively
      undertaken or agreed in writing that the Company will undertake such
      registration or qualification on an Holder’s behalf and will reimburse such
      Holder, and each such officer, director or member and each such controlling
      person for any legal or other expenses incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action;
      provided, however, that the Company will not be liable in any such case if
      and
      to the extent that any such loss, claim, damage or liability arises out of
      or is
      based upon a material untrue statement or alleged untrue statement or omission
      or alleged omission so made in conformity with information furnished by such
      Holder or any such controlling person in writing specifically for use in such
      Registration Statement or Prospectus.

     

    
      	 	
              (b)

            	
              Indemnification
                by the Holders

            


    

     

    Each
      Holder agrees, severally but not jointly, to indemnify and hold harmless, to
      the
      fullest extent permitted by law, the Company, its directors, officers,
      employees, stockholders and each person who controls the Company (within the
      meaning of the 1933 Act) against any losses, claims, damages, liabilities and
      expense (including reasonable attorney fees) resulting from any untrue statement
      of a material fact or any omission of a material fact required to be stated
      in
      the Registration Statement or Prospectus or preliminary prospectus or amendment
      or supplement thereto or any “free writing prospectus” as defined in Rule 405
      under the 1933 Act or necessary to make the statements therein not misleading,
      to the extent, but only to the extent that such untrue statement or omission
      is
      contained in any information furnished in writing by such Holder to the Company
      specifically for inclusion in such Registration Statement or Prospectus or
      amendment or supplement thereto. In no event shall the liability of an Holder
      be
      greater in amount than the dollar amount of the proceeds (net of all expense
      paid by such Holder in connection with any claim relating to this Section 6
      and
      the amount of any damages such Holder has otherwise been required to pay by
      reason of such untrue statement or omission) received by such Holder upon the
      sale of the Registrable Securities included in the Registration Statement giving
      rise to such indemnification obligation.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Conduct
                of Indemnification
                Proceedings

            


    

     

    Any
      person entitled to indemnification hereunder shall (i) give prompt notice to
      the
      indemnifying party of any claim with respect to which it seeks indemnification
      and (ii) permit such indemnifying party to assume the defense of such claim
      with
      counsel reasonably satisfactory to the indemnified party; provided, however,
      that any person entitled to indemnification hereunder shall have the right
      to
      employ separate counsel and to participate in the defense of such claim, but
      the
      fees and expenses of such counsel shall be at the expense of such person unless
      (a) the indemnifying party has agreed to pay such fees or expenses, or (b)
      the
      indemnifying party shall have failed to assume the defense of such claim and
      employ counsel reasonably satisfactory to such person or (c) in the reasonable
      judgment of any such person, based upon written advice of its counsel, a
      conflict of interest exists between such person and the indemnifying party
      with
      respect to such claims (in which case, if the person notifies the indemnifying
      party in writing that such person elects to employ separate counsel at the
      expense of the indemnifying party, the indemnifying party shall not have the
      right to assume the defense of such claim on behalf of such person); and
      provided, further, that the failure of any indemnified party to give notice
      as
      provided herein shall not relieve the indemnifying party of its obligations
      hereunder, except to the extent that such failure to give notice shall have
      materially adversely affected the indemnifying party in the defense of any
      such
      claim or litigation. It is understood that the indemnifying party shall not,
      in
      connection with any proceeding in the same jurisdiction, be liable for fees
      or
      expenses of more than one separate firm of attorneys at any time for all such
      indemnified parties. No indemnifying party will, except with the consent of
      the
      indemnified party, consent to entry of any judgment or enter into any settlement
      that does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such indemnified party of a release from all liability
      in respect of such claim or litigation.

     

    
      	 	
              (d)

            	
              Contribution

            


    

     

    If
      for
      any reason the indemnification provided for in the preceding paragraphs (a)
      and
      (b) is unavailable to an indemnified party or insufficient to hold it harmless,
      other than as expressly specified therein, then the indemnifying party shall
      contribute to the amount paid or payable by the indemnified party as a result
      of
      such loss, claim, damage or liability in such proportion as is appropriate
      to
      reflect the relative fault of the indemnified party and the indemnifying party,
      as well as any other relevant equitable considerations. No person guilty of
      fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
      Act
      shall be entitled to contribution from any person not guilty of such fraudulent
      misrepresentation. In no event shall the contribution obligation of a Holder
      of
      Registrable Securities be greater in amount than the dollar amount of the
      proceeds (net of all expenses paid by such Holder in connection with any claim
      relating to this Section 6 and the amount of any damages such Holder has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission) received by such Holder upon the
      sale
      of the Registrable Securities giving rise to such contribution
      obligation.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              MISCELLANEOUS

            


    

     

    
      	 	
              (a)

            	
              Amendments
                and Waivers 

            


    

     

    This
      Agreement may be amended only by a writing signed by the Company and the
      Required Holders. The Company may take any action herein prohibited, or omit
      to
      perform any act herein required to be performed by it, only if the Company
      shall
      have obtained the written consent to such amendment, action or omission to
      act,
      of the Required Holders.

     

    
      	 	
              (b)

            	
              Notices

            


    

     

    All
      notices and other communications provided for or permitted hereunder shall
      be
      made as set forth in the Trust Deed and the Warrant Instrument.

     

    
      	 	
              (c)

            	
              Assignments
                and Transfers by Holders

            


    

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the Holders and their respective successors and assigns. A Holder may transfer
      or assign, in whole or from time to time in part, to one or more persons its
      rights hereunder in connection with the transfer of Registrable Securities
      by
      such Holder to such person; provided, however, that such Holder complies with
      all laws applicable thereto and provides written notice of assignment to the
      Company promptly after such assignment is effected. 

     

    
      	 	
              (d)

            	
              Assignments
                and Transfers by the
                Company

            


    

     

    This
      Agreement may not be assigned by the Company (whether by operation of law or
      otherwise) without the prior written consent of the Required Holders, provided,
      however, that the Company may assign its rights and delegate its duties
      hereunder to any surviving or successor corporation in connection with a
      reorganization of the Company, a merger or consolidation of the Company with
      another corporation, or a sale, transfer or other disposition of all or
      substantially all of the Company’s assets to another corporation, without the
      prior written consent of the Required Holders, after notice duly given by the
      Company to each Holder.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Benefits
                of the Agreement

            


    

     

    The
      terms
      and conditions of this Agreement shall inure to the benefit of and be binding
      upon the respective permitted successors and assigns of the parties. Nothing
      in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.

     

    
      	 	
              (f)

            	
              Counterparts;
                Faxes 

            


    

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed and delivered via facsimile,
      or
      Adobe PDF, either of which shall be deemed an original.

     

    
      	 	
              (g)

            	
              Titles
                and Subtitles

            


    

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      	 	
              (h)

            	
              Severability

            


    

     

    Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties hereby waive any provision of law
      which
      renders any provisions hereof prohibited or unenforceable in any
      respect.

     

    
      	 	
              (i)

            	
              Further
                Assurances

            


    

     

    The
      parties shall execute and deliver all such further instruments and documents
      and
      take all such other actions as may reasonably be required to carry out the
      transactions contemplated hereby and to evidence the fulfillment of the
      agreements herein contained.

     

    
      	 	
              (j)

            	
              Entire
                Agreement

            


    

     

    This
      Agreement is intended by the parties as a final expression of their agreement
      and intended to be a complete and exclusive statement of the agreement and
      understanding of the parties hereto in respect of the subject matter contained
      herein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              Governing
                Law 

            


    

     

    This
      Agreement, as to which time shall be of the essence, shall be governed by and
      construed in accordance with the laws of the State of New York.

     

    
      	 	
              (l)

            	
              Jurisdiction

            


    

     

    Subject
      to the following paragraph, the Company agrees for the benefit of the Holders
      that the courts of England are to have exclusive jurisdiction to settle any
      disputes which may arise out of or in connection with this Agreement and
      accordingly submit to the exclusive jurisdiction of the courts of
      England.

     

    The
      Holders may take any suit, action or proceedings (together referred to as
      Proceedings) against the Company in any other court of competent jurisdiction
      and concurrent Proceedings in any number of jurisdictions. The Company hereby
      appoints The
      London Law Agency
      at its
      registered office for the time being in England, to accept service of any
      Proceedings on its behalf.

     

    
      	 	
              (m)

            	
              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.

     

    
      	 	
              (n)

            	
              Independent
                Nature of Holders’ Obligations and
                Rights

            


    

     

    The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened, for such
      purpose.

     

    [The
      remainder of the page is left blank]

    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

     

    The
      Company

     

    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
      Investor

     

    ABN
      AMRO BANK, N.V.

    
      


      By: 
        [SIGNATURE OF AUTHORIZED PERSON] 

      
        

      

      Name:
        

      
        

      

      Title: