PUT/CALL
        AGREEMENT

      


      THIS
        PUT/CALL AGREEMENT
        (this
“Agreement”)
        is
        made and entered into this 9th day of October, 2007, by and between Micro-Tech
        Identification Systems, Inc., a corporation organized and existing under
        the
        laws of the State of Nevada, with an address at 1608 W. 2225 S., Woods Cross,
        UT
        84087 (the “Company”),
        and
        Fortune Land Holding Ltd., a limited liability company organized and existing
        under the laws of the British Virgin Islands, with an address at P.O. Box
        957,
        Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands
        (the
“Shareholder”).
        

      


      RECITALS:
        

      


      WHEREAS,
        Shareholder
        is the beneficial owner of 972,222 shares (the “Shares”)
        of
        common stock of the Company, $0.001 par value per share (“Common
        Stock”);

      


      WHEREAS,
        the
        parties hereto desire to set forth the circumstances under which (a) the
        Company
shall
        have the option to repurchase the Shares, and (b) the Shareholder shall have
        the
        right to require the Company to redeem the Shares.

      


      NOW,
        THEREFORE,
        in
        consideration of the foregoing recitals, the premises and mutual covenants
        contained herein and other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties hereto agree as
        follows:

      


      1. Call
        Option.

      


      (a) Grant
        of Call Option.
        Subject
        to the terms and conditions hereof, the Shareholder does hereby give and
        grant
        to the Company the exclusive right, privilege and option (but not the duty)
        to
        repurchase the Shares from the Shareholder (the “Call
        Option”).
        The
        Call Option may be exercised for all, but not less than all, of the Shares.
        Such
        purchase shall be consummated within ninety (90) days following the date
        of the
        Call Option Exercise Notice (as herein defined).

      


      (b) Call
        Option Price.
        In the
        event the Company exercises its Call Option, the exercise price shall be
        $1.63
        per share (the “Call
        Option Price”).

      


      (c) Exercise
        of Call Option.
        

      


      (i) The
        Company shall exercise the Call Option by giving written notice of its exercise
        of the Call Option to the Shareholder (“Call
        Option Exercise Notice”),
        in
        accordance with the provisions of Section 7 hereof (as defined below), and
        making payment of the aggregate Call Option Price. 

      


      (ii)
         Upon
        exercise of the Call Option, and delivery to the Shareholder of the Call
        Option
        Price in full for the Shares, the Shareholder shall no longer be deemed to
        be
        the owner of such Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Conditions
        to Exercise of Call Option.
        The
        Company may only exercise its Call Option provided all of the following
        conditions have been met (the “Call
        Option Conditions”):

      


      (i) either
        (1) a registration statement (“Registration
        Statement”)
        covering the resale of the Shares has been declared effective by the Securities
        and Exchange Commission (the “Commission”),
        and
        has been kept continuously effective by the Company, or (2) all of the Shares
        are available for sale without registration pursuant to Rule 144(k);
        and

      


      (ii) the
        closing price of a share of Common Stock of the Company as traded on the
        Over-the-Counter Bulletin Board (or such other exchange or stock market on
        which
        the Common Stock may then be listed or quoted) equals or exceeds $4.075
        (appropriately adjusted for any stock split, reverse stock split, stock dividend
        or other reclassification or combination of the Common Stock occurring after
        the
        date hereof) for at least ten (10) consecutive trading days immediately
        preceding the date that the call notice is given by the Company.

      


      (e) Call
        Option Term.
        The
        Company may only exercise its Call Option by delivering a Call Option Exercise
        Notice to the Company within thirty (30) days of such time as all of the
        Call
        Option Conditions have been met.

      


      2.
         Put
        Right. 

      


      (a) Grant
        of Put Right.
        Subject
        to the terms and conditions hereof, the Shareholder shall have the right
        to
        cause the Company to repurchase the Shares from the Shareholder (the
“Put
        Right”).
        The
        Shareholder may only exercise its Put Right as to all, but not less than
        all, of
        the Shares. Upon exercise of the Put Right by the Shareholder, the redemption
        of
        the Shares by the Company shall be consummated within ninety (90) days following
        the date of the Put Exercise Notice (as defined below). 

      


      (b) Put
        Purchase Price.
        In the
        event the Shareholder exercises its Put Right, the redemption price shall
        be
        $1.63 per share (the “Redemption
        Price”).

      


      (c) Exercise
        of Put Right.
        

      


      (i) The
        Shareholder shall exercise its Put Right by giving written notice of its
        exercise of the Put Right to the Shareholder (“Put
        Exercise Notice”),
        in
        accordance with the provisions of Section 7 hereof. 

      


      (ii)
         Upon
        exercise of the Put Right, and delivery by the Company to the Shareholder
        of the
        Redemption Price in full for the Shares, the Shareholder shall no longer
        be
        deemed to be the owner of such Shares.

      


      (d) Conditions
        to Exercise of Put Right.
        The
        Shareholder may exercise its Put Right in the event that:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i) the
        Company fails to exercise its Call Option within ten (10) days of a date
        on
        which all of the Call Option Conditions have been met; or

      


      (ii) the
        Company consummates a private offering of not less than $5,000,000 of its
        securities (a “Qualified
        Offering”);
        or

      


      (iii)
         the
        Company fails to (A) file the Registration Statement within
        thirty (30) business days of the date hereof (the “Filing
        Date”),
        (B)
        have the Registration Statement declared effective within ninety (90) calendar
        days from the Filing Date, or, if reviewed by the Commission, within one
        hundred
        eighty (180) calendar days after the Filing Date, or (C) keep the Registration
        Statement continuously effective until all
        of
        the Shares are available for sale without registration pursuant to Rule
        144(k);
        or


      


      (iv) the
        Company fails to consummate a Qualified Offering within two (2) years of
        the
        date hereof (each
        of
        2(d)(i), (ii), (iii) and (iv), a “Put
        Right Trigger”).

      


      (e) Put
        Right Term.
        The
        Shareholder may only exercise its Put Right by delivering a Put Exercise
        Notice
        to the Company within thirty (30) days of a Put Right Trigger.

      


      3.
         Title.
        Upon
        exercise of the Call Option or Put Right, the Shareholder shall deliver to
        the
        Company good and marketable title to the Shares, free and clear of any liens
        or
        other restrictions, except for applicable restrictions on transfer under
        federal
        and state securities laws. 

      


      4.
         Binding
        Effect.
        This
        Agreement and the rights and obligations hereunder shall be binding upon
        and
        inure to the benefit of the parties hereto and their respective heirs, legal
        representatives, successors and assigns. 

      


      5.
         Amendments.
        This
        Agreement may not be altered, modified, or amended except by a writing signed
        by
        each of the parties hereto. 

      


      6.
         Further
        Assurances.
        Each of
        the parties hereto agrees to execute, acknowledge, deliver, file, record
        and
        publish certificates, instruments, agreements and documents, and to take
        all
        action which may be required by law or may be deemed by the Shareholder or
        the
        Company, in the exercise of their reasonable good faith discretion, to be
        reasonably necessary in furtherance of the purposes and the objectives and
        intentions underlying this Agreement and not inconsistent with the terms
        hereof.


      


      7.
         Notices.
        All
        notices required or permitted hereunder shall be in writing and shall be
        deemed
        effectively given: (a) upon personal delivery to the party to be notified;
        (b)
        when sent by confirmed telex or facsimile if sent during normal business
        hours
        of the recipient, if not, then on the next business day; (c) five days after
        having been sent by registered or certified mail, return receipt requested,
        postage prepaid; or (d) two days after deposit with a nationally recognized
        overnight courier, specifying next day delivery, with written verification
        of
        receipt. All communications shall be sent to the parties hereto at the
        respective addresses set forth below, or as notified by such party from time
        to
        time at least 10 days prior to the effectiveness of such notice: 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        
          	 	 	 
	
                  if
                    to the Company:

                	
                  Micro-Tech
                    Identification Systems, Inc.

                	 
	 	
                  1608
                    W. 2225 S.

                	 
	 	
                  Woods
                    Cross, UT 84087

                	 
	
                   

                	
                  Attention:
                    _____________ 

                	 
	
                   

                	
                  Facsimile: 
                    _____________

                	 
	 	 	 
	
                  with
                    a copy to: 

                	
                  Hodgson
                    Russ LLP

                	 
	
                   

                	
                  1540
                    Broadway, 24th Floor

                	 
	
                   

                	
                  New
                    York, NY 10036

                	 
	
                   

                	
                  Attention:
                    Jeffrey A. Rinde, Esq.

                	 
	
                   

                	
                  Facsimile:
                    (212) 751-4300

                	 
	 	 	 
	
                  if
                    to Shareholder: 

                	
                  Fortune
                    Land Holding Ltd.

                	 
	
                   

                	
                  P.O.
                    Box 957

                	 
	 	
                  Offshore
                    Incorporations Centre

                	 
	 	
                  Road
                    Town, Tortola

                	 
	 	
                  British
                    Virgin Islands

                	 
	
                   

                	
                  
                    Attention:
                      _____________

                  

                	 
	 	
                  
                    Facsimile: 
                      _____________

                  

                	 
	 	 	 
	
                  with
                    a copy to: 

                	___________________	 
	
                   

                	___________________	 
	
                   

                	___________________	 
	
                   

                	
                  Attention:
                    _____________

                	 
	
                   

                	
                  
                    Facsimile: 
                      _____________

                  

                	 


        

      

      


      8.
         Governing
        Law; Jurisdiction.
        This
        Agreement shall be governed by, interpreted under, and construed in accordance
        with the laws of the State of New York, applicable to contracts made and
        to be
        performed therein, without giving effect to the principles of conflicts of
        law.
        Except in respect of an action commenced by a third party in another
        jurisdiction, Shareholder and the Company agree that any legal suit, action,
        or
        proceeding arising out of or relating to this Agreement must be instituted
        in a
        state or federal court in the State of New York, County of New York, if there
        is
        any such court which has and will exercise its jurisdiction in any such matter,
        and they hereby irrevocably subject to the jurisdiction of any such court
        and
        agree not to assert therein any objection based on venue or the inconvenience
        of
        such forum. 

      


      9.
         Captions.
        Captions
        used herein are inserted for reference purposes only and shall not affect
        the
        interpretation or construction of this Agreement. 

      


      10.
         Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        agreement. This Agreement may be executed and delivered by facsimile
        transmission. 

      


      11.
         No
        Third Party Beneficiaries.
        This
        Agreement shall be binding upon and inure solely to the benefit of the parties
        hereto and their successors and assigns and nothing herein, express or implied,
        is intended to or shall confer upon any other person any legal or equitable
        right, benefit or remedy of any nature whatsoever under or by reason of this
        Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.
         Expenses.
        All
        costs and expenses, including, without limitation, fees and disbursements
        of
        counsel, financial advisors and accountants, incurred in connection with
        this
        Agreement and the transactions contemplated hereby shall be paid by the party
        incurring such costs and expenses.

      


      


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      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Agreement as of the date and year first written
        above. 

       

       

      
        	 	 	 
	 	
                MICRO-TECH
                  IDENTIFICATION

                SYSTEMS,
                  INC. 

              
	 
 	 
 	 
 
	 	By:  	/s/ Yang, Yong Shan
	 	
                
Name:
                Yang, Yong Shan
	 	Title:
                Chief Executive Officer



        	 	 	 
	 	FORTUNE
                LAND HOLDING LTD.
	 
 	 
 	 
 
	 	By:  	[Illegible]
	 	
                
Name:
	 	Title: