REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (“Agreement”) made as of this 18th
      day of
      September, 2007, by and among Fuqi International, Inc., a Delaware corporation
      (the “Company”) and Bay Peak, LLC, a California Limited Liability Corporation
      (“Holder”).

     

    WHEREAS,
      the
      Holder
      is an owner of record of 1,360,000 shares (the “Shares”) of common stock, $0.001
      par value per share (the “Common Stock”), of the Company,

     

    WHEREAS,
      the Company is considering an initial public offering of its Common Stock
      (“IPO”);

    


    WHEREAS,
      Holder entered into that certain lock up agreement dated June 22, 2007 with
      the
      managing underwriter of the proposed IPO, Merriman Curhan Ford & Co. (the
“Underwriter”), pursuant to which Holder would not, without the prior written
      consent of the Underwriter, directly or indirectly, offer to sell, sell or
      otherwise dispose of any of the Shares during
      the period ending 90 days after the date of the date of IPO;
      and

    


    WHEREAS,
      the Company and Holder desire to (i) extends the lock up period to 180 days
      and
      (ii) enter into a registration rights agreement requiring the Company to
      register the Shares upon request commencing after the expiration of the 180-day
      lock up period if the Company is then eligible to use Form S-3 and if the Shares
      are not then saleable under Rule 144.

     

    NOW,
      THEREFORE, for and in consideration of the promises and the mutual covenants
      hereinafter set forth, the parties hereto do hereby agree as
      follows:

     

    1. Lock
      Up Agreement. Holder agrees to enter into the lock up agreement, attached
      hereto as Exhibit A (the “Lock Up Agreement”), on the date of this Agreement
      pursuant to which Holder will not, without the prior written consent of the
      Underwriter, directly or indirectly, offer to sell, sell or otherwise dispose
      of
      any of the Shares during the period ending 180 days after the date of the date
      of IPO.

     

    2. Registration
      Rights

     

    2.1 Registration
      Requirement of Registration Requirement.
      Subject
      to the terms and limitations hereof, and subject to the terms and conditions
      of
      the Lock Up Agreement, the parties hereto agree and acknowledge that the Company
      shall prepare and file a registration statement (the “Registration Statement”)
      on Form S-3 under the Securities Act of 1933, as amended (the “Act”) for resale
      of the Shares (the “Registrable Securities”) upon receipt of written request
      from the Holder at any time after the expiration of the lock up period as set
      forth in the Lock Up Agreement. The Company shall use its reasonable best
      efforts to file the Registration Statement within 30 days of receiving the
      request for registration. The Company shall also use its reasonable best efforts
      to maintain the Registration Statement effective for a period of twenty-four
      (24) months at the Company’s expense (the “Effectiveness Period”). 

     


    
      
         

      

      
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    2.2 Conditions
      and Limitations of Registration Requirement.
      

     

    (a) The
      Company shall have no obligation to prepare or file the Registration Statement,
      or in any other manner register the Registrable Securities, if the Company
      is
      not eligible to use a Form S-3 at the time of Holder’s written request for
      registration. In such event, the Company shall prepare and file the Registration
      Statement at such time it becomes eligible to utilize a Form S-3. 

     

    (b) The
      Company shall have no obligation to prepare or file the Registration Statement
      at any time the Registrable Securities are eligible for sale under Rule 144,
      as
      promulgated under the Act. For purposes of this Agreement, the Registrable
      Securities are eligible for sale under Rule 144 if the Securities and Exchange
      Commission (“SEC”) adopts and effectuates currently proposed rules permitting
      the sale of securities, subject to Rule 144 requirements, issued by a company
      that was a reporting or non-reporting shell company once a reporting company
      ceases to be a shell company and there is adequate disclosure in the market.
      Such rules were proposed in Securities
      Act Release No. 8813 (June 22, 2007), 72 FR 36822 (http://www.sec.gov/rules/proposed/2007/33-8813fr.pdf)
      (July 5, 2007).

     

    (c) Holder
      agrees to use its reasonable best efforts beginning on the date of this
      Agreement until the date of the IPO to assist the Company in contacting and
      persuading stockholders of the Company to enter into a lock up agreement in
      furtherance of IPO.

     

    (d) The
      Company shall not be obligated to effect any registration of the Registrable
      Securities or take any other action pursuant to this Agreement: (i) in any
      particular jurisdiction in which the Company would be required to execute a
      general consent to service of process in effecting such registration,
      qualification or compliance unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Act, or (ii) during
      any
      period in which the Company suspends the rights of a Holder after giving the
      Holder written notification of a Potential Material Event (defined below)
      pursuant to Section 2.6 hereof. 

     

    2.3 Expenses
      of Registration.
      Except
      as otherwise expressly set forth, the Company shall bear all expenses incurred
      by the Company in compliance with the registration obligation of the Company,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company incurred in
      connection with any registration, qualification or compliance pursuant to this
      Agreement and all underwriting discounts, selling commissions and expense
      allowances applicable to the sale of any securities by the Company for its
      own
      account in any registration. All underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale by Holder of Registrable Securities
      and all fees and disbursements of counsel for the Holder shall be borne by
      the
      Holder.

     


    
      
         

      

      
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    2.4 Indemnification.

     

    (a) To
      the
      extent permitted by law the Company will indemnify each Holder, each of its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, with respect to each registration, qualification or compliance
      effected pursuant to this Agreement, and each underwriter, if any, and each
      person who controls any underwriter, and their respective counsel against all
      claims, losses, damages and liabilities (or actions, proceedings or settlements
      in respect thereof) arising out of or based on (i) any untrue statement (or
      alleged untrue statement) of a material fact contained in any prospectus,
      offering circular or other document prepared by the Company (including any
      related registration statement, notification or the like) incident to any such
      registration, qualification or compliance, or (ii) any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, or any violation by
      the
      Company of the Act or any rule or regulation thereunder applicable to the
      Company and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and subject to the
      provisions of Section 2.4(c) below, will reimburse each such Holder, each of
      its
      officers, directors, agents, employees and partners, and each person controlling
      such Holder, each such underwriter and each person who controls any such
      underwriter, for any legal and any other expenses as they are reasonably
      incurred in connection with investigating and defending any such claim, loss,
      damage, liability or action, provided that the Company will not be liable in
      any
      such case to the extent that any such claim, loss, damage, liability or expense
      arises out of or is based on any untrue statement (or alleged untrue statement)
      or omission (or alleged omissions) based upon written information furnished
      to
      the Company by (or on behalf of) such Holder or underwriter, or if the person
      asserting any such loss, claim, damage or liability (or action or proceeding
      in
      respect thereof did not receive a copy of an amended preliminary prospectus
      or
      the final prospectus (or the final prospectus as amended and supplemented)
      at or
      before the written confirmation of the sale of such Registrable Securities
      to
      such person because of the failure of the Holder or underwriter to so provide
      such amended preliminary or final prospectus (or the final prospectus as amended
      and supplemented); provided, however, that the indemnity agreement contained
      in
      this subsection shall not apply to amounts paid in settlement of any such loss,
      claim, damage, liability or action if such settlement is effected without the
      consent of the Company (which consent shall not be unreasonably withheld),
      nor
      shall the Company be liable in any such case for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      violation which occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      the Holder, any such partner, officer, director, employee, agent or controlling
      person of such Holder, or any such underwriter or any person who controls any
      such underwriter; provided, however, that the obligations of the Company
      hereunder shall be limited to an amount equal to the portion of net proceeds
      represented by the Registrable Securities pursuant to this
      Agreement.

     

    (b) To
      the
      extent permitted by law, each Holder whose Registrable Securities are included
      in any registration, qualification or compliance effected pursuant to this
      Agreement will indemnify the Company, and its directors, officers, agents,
      employees and each underwriter, if any, of the Company’s securities covered by
      such a registration statement, each person who controls the Company or such
      underwriter within the meaning of the Act and the rules and regulations
      thereunder, each other such Holder and each of their officers, directors,
      partners, agents and employees, and each person controlling such Holder, and
      their respective counsel against all claims, losses, damages and liabilities
      (or
      actions in respect thereof) arising out of or based on any untrue statement
      (or
      alleged untrue statement) of a material fact contained in any such registration
      statement, prospectus, offering circular or other document, or any omission
      (or
      alleged omission) to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will reimburse
      the Company and such Holders, directors, officers, partners, persons,
      underwriters or control persons for any legal or any other expenses as they
      are
      reasonably incurred in connection with investigating or defending any such
      claim, loss, damage, liability or action, in each case to the extent, but only
      to the extent, that such untrue statement (or alleged untrue statement) or
      omission (or alleged omission) is made in such registration statement,
      prospectus, offering circular or other document in reliance upon and in
      conformity with written information furnished to the Company by such Holder;
      provided,
      however,
      that
      the obligations of any Holder hereunder shall be limited to an amount equal
      to
      the net proceeds to such Holder from Registrable Securities sold under such
      registration statement, prospectus, offering circular or other document as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Holder, which consent shall not be unreasonably withheld
      or
      delayed.

     


    
      
         

      

      
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    (c) Each
      party entitled to indemnification under this Section (the “Indemnified Party”)
      shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense of any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying Party, who
      shall
      conduct the defense of such claim or any litigation resulting therefrom, shall
      be approved by the Indemnified Party (whose approval shall not unreasonably
      be
      withheld), and the Indemnified Party may participate in such defense at such
      party’s expense; and provided further that if any Indemnified Party reasonably
      concludes that there may be one or more legal defenses available to it that
      are
      not available to the Indemnifying Party, or that such claim or litigation
      involves or could have an effect on matters beyond the scope of this Agreement,
      then the Indemnified Party may retain its own counsel at the expense of the
      Indemnifying Party; 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 under this Agreement unless and only to the extent that
      such
      failure to give notice results in material prejudice to the Indemnifying Party.
      No Indemnifying Party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which 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 to such claim or litigation. Each
      Indemnified Party shall furnish such information regarding itself or the claim
      in question as an Indemnifying Party may reasonably request in writing and
      as
      shall be reasonably required in connection with defense of such claim and
      litigation resulting therefrom.

     

    (d) If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission.

     


    
      
         

      

      
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    2.5 Transfer
      or Assignment of Registration Rights.
      The
      Registrable Securities, and any related benefits to the Holder hereunder may
      be
      transferred or assigned by the Holder to a permitted transferee or assignee,
      provided that the Company is given written notice of such transfer or
      assignment, stating the name and address of said transferee or assignee and
      identifying the Registrable Securities with respect to which such registration
      rights are being transferred or assigned; provided further that the transferee
      or assignee of such Registrable Securities shall be deemed to have assumed
      the
      obligations of the Holder under this Agreement by the acceptance of such
      assignment and shall, upon request from the Company, evidence such assumption
      by
      delivery to the Company of a written agreement assuming such obligations of
      the
      Holder.

     

    2.6 Registration
      Procedures.
      In the
      case of the registration effected by the Company pursuant to this Agreement,
      the
      Company will keep the Holder advised in writing as to the initiation of each
      registration and as to the completion thereof. The Company will:

     

    (a) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;

     

    (b) Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto.

     

    (c) Notify
      the Holder as promptly as reasonably practicable and (if requested by any such
      person) confirm such notice in writing no later than one trading day following
      the day (A) when a prospectus or any prospectus supplement or post-effective
      amendment to a registration statement is proposed to be filed and (B) with
      respect to a registration statement or any post-effective amendment, when the
      same has become effective; 

     

    (d) Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Holder may reasonably request; 

     

    (e) Furnish
      to the Holder, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the like;

     

    (f) Use
      its
      reasonable best efforts to avoid the issuance of, or, if issued, obtain the
      withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and

     

    (g) Use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the SEC.

     

    Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Holder in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential Material
      Event”), the Holder shall not offer or sell any Registrable Securities, or
      engage in any other transaction involving or relating to the Registrable
      Securities, from the time of the giving of notice with respect to a Potential
      Material Event until the Company notifies the Holder that such Potential
      Material Event either has been added to the Registration Statement by amendment
      or supplement or no longer constitutes a Potential Material Event; provided,
      that
      the Company may not so suspend the right of Holder for more than one hundred
      twenty (120) days in the aggregate. 

     


    
      
         

      

      
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    2.7 Statement
      of Beneficial Ownership.
      The
      Company may require the Holder to furnish to the Company a certified statement
      as to the number of shares of Common Stock beneficially owned, including
      derivative instruments underlying Common Stock, by such Holder and the
      controlling person thereof and any other such information regarding the Holder,
      the Registrable Securities held by the Holder and the intended method of
      disposition of such securities as shall be reasonably required with respect
      to
      the registration of the Holder’s Registrable Securities. The Holder hereby
      understands and agrees that the Company may, in its sole discretion, exclude
      the
      Holder’s shares of Common Stock from the Registration Statement in the event
      that the Holder fails to provide such information requested by the Company
      within the time period reasonably specified by the Company or is required to
      do
      so by law or the SEC.

     

    2.8 Compliance.
      Holder
      covenants and agrees that such Holder will comply with the prospectus delivery
      requirements of the Act as applicable to such Holder in connection with sales
      of
      Registrable Securities pursuant to the registration statement required
      hereunder.

     

    3. Miscellaneous

     

    3.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, at 5/F., Block 1, Shi Hua Industrial Zone, Cui Zhu
      Road North, Shenzhen, 518019, People’s Republic of China, Attention: Yu Kwai
      Chong with
      a copy to
      (which
      shall not constitute notice) Kirkpatrick & Lockhart Preston Gates Ellis LLP,
      10100 Santa Monica Blvd., Seventh Floor, Los Angeles, California 90067,
      Attention: Thomas J. Poletti, Esq., and to the Holder at his or her address
      indicated on the signature page of this Agreement. Notices shall be deemed
      to
      have been given three (3) business days after the date of mailing, except
      notices of change of address, which shall be deemed to have been given when
      received.

     

    3.2 This
      Agreement may only be amended through a written instrument signed by the Holder
      and the Company. 

     

    3.3 This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and assigns.
      This Agreement sets forth the entire agreement and understanding between the
      parties as to the subject matter hereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among
      them.

     

    3.4 Notwithstanding
      the place where this Agreement may be executed by any of the parties hereto,
      the
      parties expressly agree that all the terms and provisions hereof shall be
      construed in accordance with and governed by the laws of the State of Delaware.
      

     

    3.5 This
      Agreement may be executed in counterparts. Upon the execution and delivery
      of
      this Agreement, this Agreement shall become a binding obligation of the parties
      hereto. This Agreement may be executed and delivered by facsimile.

     

    3.6 The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect.

     

    3.7 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     


    
      
         

      

      
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    3.8 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    3.9 The
      Company agrees not to disclose the names, addresses or any other information
      about the Holders, except as required by law, provided that the Company may
      provide information relating to the Holder as required in any registration
      statement under the Act that may be filed by the Company pursuant to the
      requirements of this Agreement. 

     

    3.10 The
      obligation of the Holder hereunder is several and not joint with the obligations
      of any other Holders (the “Other Holders”), and the Holder shall not be
      responsible in any way for the performance of the obligations of any Other
      Holders. Nothing contained herein or in any other agreement or document
      delivered at the Closing, and no action taken by the Holder pursuant hereto,
      shall be deemed to constitute the Holder and the Other Holders as a partnership,
      an association, a joint venture or any other kind of entity, or create a
      presumption that the Holder and the Other Holders are in any way acting in
      concert with respect to such obligations or the transactions contemplated by
      this Agreement. The Holder shall be entitled to protect and enforce the Holder’s
      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 proceeding for such purpose. The language used in this Agreement
      will be deemed to be the language chosen by the parties to express their mutual
      intent, and no rules of strict construction will be applied against any party.
      The Holder is not acting as part of a “group” (as that term is used in Section
      13(d) of the 1934 Act) in negotiating and entering into this Agreement or
      purchasing the Shares or acquiring, disposing of or voting any of the underlying
      shares of Common Stock. The Company hereby confirms that it understands and
      agrees that the Holder is not acting as part of any such group.

     

    


     

    [SIGNATURE
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      first written above.

     

    


    
      	
              Fuqi
                International, Inc.

               

            	 	
              Bay
                Peak llc

            
	
              /s/
                Yu Kwai Chong

            	 	
              /s/
                Cory Roberts

            
	
              By:
                Yu Kwai Chong 

            	 	
              By:
                Cory Roberts

            
	
              Its:
                CEO

            	 	
              Its:
                Managing Member

            


    

    


    
      
         

      

      
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