INVESTMENT AGREEMENT

(1)

WINDRACE INTERNATIONAL COMPANY LIMITED , a company incorporated under the laws of the Cayman Islands with limited liability, the registered office of which is at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (“ Windrace ”);

(2)

SHUIPAN LIN , whose address is at No. 103, Qiancanggong Road, Huatingkou Village, Chendai Town, Jinjiang City, Fujian Province, the PRC and whose PRC passport number is G14386872 (“ Mr. Lin ”);

(3)

WISETECH HOLDINGS LIMITED , a company incorporated in BVI whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI (" Wisetech "); and

(4)

WINDTECH HOLDINGS LIMITED , a company incorporated in BVI, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, BVI (" Windtech ").

(Wisetech and Windtech collectively are referred to as the “ Investors ” and each of them as the “ Investor ” hereinafter.)

(A)

Windrace is a company incorporated under the laws of the Cayman Islands with limited liability.  It currently has an authorised share capital of HK$390,000 divided into 3,892,000 ordinary shares of HK$0.10 each and 8,000 preferred shares of HK$0.10 each and as at the date hereof, 100,000 shares of HK$0.10 each (including 92,000 ordinary shares and 8,000 preferred shares) in the capital of Windrace have been issued and are fully paid or credited as fully paid, details of which are set out in Part A of Schedule 2 .

(B)

SPAC is a company incorporated under the laws of Delaware and the shares of which are listed on the NYSE Amex. Exceed is a wholly-owned subsidiary of SPAC and a company incorporated under the laws of the BVI with limited liability.

(C)

Wisetech and Windtech are the wholly-owned subsidiaries of New Horizon Capital, L.P. and New Horizon Capital III, L.P., respectively.

(D)

Windrace, SPAC, Exceed and the other parties entered into the SPA providing for, amongst other things, the acquisition by Exceed of all the outstanding ordinary shares of Windrace.  Upon SPA Closing, Exceed shall become the holding company of Windrace and SPAC shall merge with and into Exceed with Exceed as the surviving entity.

(E)

Subject to the terms and conditions of this Agreement, the parties hereto have agreed to provide for investment to be made by the Investors in Windrace and Exceed.

1.1

In this Agreement (including the recitals), the following expressions shall have the following meanings except where the context otherwise requires:

the amount of the aggregate purchase price payable by the Investors for the Sale Warrants, the Windrace Shares Entitlement and the New Shares as defined in Clause 4.1;

with respect to any entity, the certificate or articles of incorporation, memorandum and articles of association, by-laws, minute books, or any similar charter or other organizational documents;

the sum of US$2,500,000 to be paid by the Investors to the Escrow Agent in accordance with Clause 4.2;

“Encumbrance”

“Elevatech”

“Elevatech Letter Agreement”

“Escrow Agent”

“Escrow Agreement”

“Exceed”

“Facilities”

(a)

patents, trademarks, service marks, registered designs, applications for any of the foregoing, trade and business names, unregistered trade names or marks and service marks, copyrights, rights in designs and inventions, Proprietary Information and all and any other intellectual property right, whether registered or unregistered; and

(b)

rights under licences, consents, orders, statutes or otherwise in relation to any thing in paragraph (a),

(a)

the marketing of any goods or services including, without limitation, customer names and lists and any other details of customers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, and advertising or other promotional materials;

(b)

future projects, business development or planning, commercial relationships and negotiations; or

(c)

the manufacture, production, supply, storage or packaging of goods or the provision of services, the acquisition, construction, installation or use of raw materials, plant, machinery or equipment, quality control and testing or the repair or service of plant, machinery,  equipment or products;

(a)

a Clause, a Sub-clause or a Schedule is, unless the context, otherwise requires, a reference to a clause or a sub-clause of or a schedule to this Agreement;

(b)

any ordinance, regulation or other statutory provision or enactment is a reference to such ordinance, regulation, statutory provision or enactment as amended, modified, consolidated, codified, re-enacted, or extended or applied by a court of competent jurisdiction, from time to time whether before or after the date of this Agreement and includes subsidiary legislation made thereunder whether before or after the date of this Agreement;

(c)

a “company” is a reference to a body corporate (wherever incorporated);

(d)

a “person” includes a reference to a company, unincorporated association, partnership, firm, institution, trustee, Government Entity and to any person or party and includes a reference to that person's or party’s legal personal representatives and successors;

(e)

this Agreement (or any specific provision hereof) or any other document shall be construed as references to this Agreement, that provision or that other document as amended, varied or modified from time to time; and

(f)

a “breach” of a warranty includes that warranty being untrue, inaccurate, misleading or there being relevant information omitted from it or not Disclosed in respect of it.

1.3

Headings in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.

(a)

the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(b)

general words shall not be given a restrictive meaning by particular examples intended to be embraced by the general words, and where the word “include”, “includes” or “including” appears in any statement, it shall be deemed to be immediately followed by the words “without limitation”;

(c)

words denoting the singular include the plural and vice versa and words denoting one gender include all genders;

(d)

all references to “dollars” or “$” or any similar references or designations contained herein mean US$; and

(e)

the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.6

A reference in this Agreement to Windrace’s or Mr. Lin’s knowledge, information, belief or awareness (and similar expressions):

(f)

shall be a reference to the best of the knowledge, information, belief or awareness of Windrace and Mr. Lin, each of the directors of Windrace after making all reasonable enquiries; and

(g)

is deemed to include knowledge which each such person would have or information, belief or awareness of such person had all reasonable enquiries been made to senior management of Windrace, the Windrace Group Companies and SPAC.

1.7

The table of contents and heading contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

1.8

The parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

2.1

Subject to the fulfilment of Conditions set out in Clause 3.1, Windrace shall as registered and/or beneficial owners sell, and each of the Investors shall purchase, the Sale Warrants, at the Agreed Proportion set under its name in Schedule 1 ,   on and subject to the terms and conditions of this Agreement and free from any Encumbrance and with all rights now and hereafter attaching thereto.

2.2

Subject to the fulfilment of Conditions set out in Clause 3.1, Windrace shall grant to the Investors the Windrace Shares Entitlement at the Agreed Proportion set under their respective names in Schedule 1 on and subject to the terms and conditions of this Agreement.

2.3

Subject to Closing having taken place and upon SPA Closing, the Windrace Shares Entitlement shall be deemed to be exercised by its holder(s) thereof.

2.4

Subject to Closing having taken place and upon SPA Closing and Post-SPA Closing (as the case may be), Mr. Lin shall procure Exceed to issue and allot to the Investors, and the Investors shall subscribe or procure the subscription for, such number of New Shares, calculated in accordance with Clauses 4.5 and 4.6(b) respectively, at the Agreed Proportion set under their respective names in Schedule 1 on and subject to the terms and conditions of this Agreement.  Windrace agrees that the New Shares will, when issued, rank pari passu in all respects with the other Shares in issue or to be issued by Exceed on the date of issue including the rights to all dividends and other distributions declared, made or paid at any time after the date of issue.

3.1

Closing is conditional on the following Conditions being satisfied, or (save as regards paragraph (b) below) waived pursuant to Clause 3.3, on or before the Conditions Deadline:

(a)

due diligence on the Windrace Group, including without limitation, its state of affairs, assets and liabilities, financial position and business operation, being completed to the satisfaction of the Investors;

(b)

the Investors having obtained a legal opinion of a qualified law firm in the place of incorporation of each Windrace Group Company and acceptable to the Investors covering matters in respect of the due incorporation of each Windrace Group Company, its valid existence and that no resolution or order has been made or passed to appoint receiver, liquidator or similar officer of, or to wind up or dissolve any Windrace Group Company and all such other legal matters as the Investors may consider to be relevant, in such form and substance to the Investors’ satisfaction;

(c)

all legally required authorizations, consents and approvals legally required in any and all applicable Regulations to give effect to all the transactions contemplated hereunder (including, without limitation, the approval for the acquisition and the transfer of the Sale Warrants, the granting of the Windrace Shares Entitlement and the issue of the New Shares by Exceed and such waivers as may be necessary of terms which would otherwise constitute a default under any instrument, contract, document or agreement to which any Windrace Group Company is a party or by which its assets are bound, which includes the waiver contemplated under the Elevatech Letter Agreement) having been obtained to the satisfaction of the Investors and not revoked, and where any consent or approval is subject to conditions, such conditions being satisfied to the opinion of the Investors;

(d)

this Agreement and the transactions contemplated hereunder having been approved by the respective investment committees of the Investors;

(e)

(i) the Windrace’s Warranties contained in paragraphs 1.1, 1.2, and 2 through 4 in Part A of Schedule 4 remaining true and accurate in all respects and not misleading in any respect as of the Closing Date by reference to the facts and circumstances subsisting as at the Closing Date; and (ii) the Windrace’s Warranties (save for those warranties set out in (i) above), remaining true and accurate in all material respects and not misleading in any material respect as of the Closing Date by reference to the facts and circumstances subsisting as at the Closing Date; and

(f)

the SPA having become unconditional in all respects.

3.2

Each of the parties hereto hereby undertakes to use all reasonable efforts to procure the fulfilment of the Condition set out in Clause 3.1(c) on or before the Conditions Deadline.

3.3

(a)

Each of Windrace and Mr. Lin hereby undertakes to use all reasonable efforts to procure the fulfilment of the Conditions set out in Clauses 3.1(a), (b), (e) and (f) on or before the Conditions Deadline unless specifically waived by the Investors in writing; and

(b)

each of Investors hereby undertakes to use all reasonable efforts to procure the fulfilment of the Condition set out in Clause 3.1(d) on or before the Conditions Deadline unless specifically waived by the Investors in writing.

3.4

If any of the Conditions stated in Clause 3.1 shall not be fulfilled or waived pursuant to Clause 3.3 on or before the Conditions Deadline, this Agreement shall be automatically terminated (other than Clauses 9, 11, 12, 13, 14.2 and 14.3 to 17, and all provisions relevant to the interpretation and enforcement thereof) and in which event Clause 9 shall apply.

4.1

The aggregate consideration for the Investors’ investment as contemplated hereunder shall be US$30,000,000 (“ Consideration ”).

4.2

The Investors shall, within two (2) Business Days from the signing of this Agreement, pay or cause to be paid to the Escrow Agent, subject to the terms and conditions set out herein and in the Escrow Agreement, the Deposit in part payment of the Consideration.   The Deposit shall be paid by transfer of fund, cashier order or cheque drawn on a licensed bank in Hong Kong in favour of the Escrow Agent.

4.3

In the event that the Investors have received a certificate issued by a director of each of Windrace and SPAC confirming the satisfaction or the waiver of all of the conditions contained clause 3.1 of the SPA (“ Directors’ Certificate ”) on or before the Conditions Deadline, the Investors shall deposit or cause to be deposited, within two (2) Business Days after receiving the Directors’ Certificate, with the Escrow Agent, subject to the terms and conditions set out herein and in the Escrow Agreement, a sum of US$27,500,000 (“ Second Payment ”).  The Second Payment shall be settled by transfer of fund or a cashier order or cheque drawn on a licensed bank in Hong Kong in favour of the Escrow Agent.

(b)

Windrace and the Investors shall issue joint written instruction(s) to the Escrow Agent for the release of the Second Payment to Windrace or any person as it may direct.

4.5

At SPA Closing, the Windrace Shares Entitlement shall be deemed to be exercised by its holder(s) thereof and Mr. Lin shall procure Exceed to issue and allot such number of New Shares being the amount of the Second Payment divided by US$7.58 to the Investors and/or their respective designated nominee(s) at the Agreed Proportion set under their respective names in Schedule 1 .  Upon the issue and allotment of such number of New Shares as provided herein, all rights of the Investors under the Windrace Shares Entitlement shall be extinguished.

4.6

At Post-SPA Closing,

(a)

Windrace shall out of the Warrants purchased by Windrace as contemplated in Clause 5.3 (at a purchase price of not more than US1.00 for each Warrant), transfer to the Investors and/or their respective designated nominee(s) at the Agreed Proportion set under their respective names in Schedule 1   the maximum number of the Sale Warrants up to 2,500,000 units at the average price paid by Windrace for such Warrants, and

(b)

Mr. Lin shall procure Exceed to issue and allot to the Investors and/or their respective designated nominee(s) at the Agreed Proportion set under their respective names in Schedule 1 such number of New Shares to be calculated as follows:

5.1

Windrace hereby undertakes with the Investors that if at any time before Closing, each of Windrace or Mr. Lin comes to know of any fact, circumstance or event which:

(a)

(i) is in any way inconsistent with such Windrace’s Warranties contained in paragraphs 1.1, 1.2 and 2 through 4 in Part A of   Schedule 4 , or suggests that any fact warranted may not be as warranted or may be misleading in any respect or (ii) is in any way inconsistent with any of the undertakings or Windrace’s Warranties (save for those warranties set out in 5.1(a)(i) above), or suggests that any fact warranted may not be as warranted or may be misleading in any material respect; and/or

(b)

may have occurred any material adverse effect (“ Material Adverse Effect ”) on: -

(i)

the business, assets, properties, results of operations or condition (financial or otherwise) of any of the Windrace Group Companies or one or more Windrace Group Companies taken as a whole or any of Exceed or SPAC; or

(ii)

the ability of a prudent purchaser for value of the Sale Warrants or a subscriber for value of the Windrace Shares Entitlement and/or the New Shares to consummate the transactions contemplated by this Agreement or perform its obligations under this Agreement;

5.2

Each of Windrace and Mr. Lin hereby undertakes with the Investors that pending Closing: -

(a)

it/he shall, and shall procure that each Windrace Group Company shall:

(i)

not do (directly or indirectly)  or allow to be done any act or omission which would constitute or give rise to a breach of any of the Windrace’s Warranties if the Windrace’s Warranties were given at any time up to the Closing Date;

(ii)

procure that the Investors and their respective authorised representatives and advisers are promptly given full access to all the Records and other documents of each Windrace Group Company and all such information, explanations and copies with respect thereto (or thereof) and to the business, affairs, assets, liabilities and contracts of each Windrace Group Company as the Investors or their respective authorised representatives or advisers may reasonably request;

(iii)

not dispose of any interest in any shares or equity interests in any of the Windrace Group Company or any of them or create or grant any Encumbrance over or in respect of any of them;

(iv)

not pass any resolution in general meeting of any Windrace Group Company (other than any resolution constituting ordinary business conducted at an annual general meeting) without sending prior written notice to the Investors;

(b)

it/he will procure that at all times up to Closing each Windrace Group Company will comply with the provisions of Schedule 6 ; and

(c)

it/he will use all reasonable endeavours and exercise its/his rights under the SPA to ensure that at all times up to Closing SPAC and Exceed will comply with the provisions of Schedule 7 .

5.3

Each of Windrace and Mr. Lin hereby undertakes with the Investors that it shall after SPA Closing use its best endeavours to purchase up to the maximum number of Sale Warrants at a purchase price of not more than US1.00 for each Warrant.  Such Warrants shall be purchased in the name of and delivered to Windrace or the Investors or their respective designated nominee(s) or such other entity(ies) as may be directed by the Investors from time to time.

6.1

Subject to Clause 3.1, Closing shall take place at the offices of Deacons at 5 ^th Floor, Alexandra House, 18 Chater Road,   Central or such other place(s) as may be agreed between the parties on (a) the SPA Closing Date but immediately prior to the SPA Closing and after (b) all the Conditions set out in Clause 3.1 have been satisfied (or waived pursuant to Clause 3.3, and any conditions attaching to such waiver having been satisfied) (except the Condition set out in Clause 3.1(e) which shall be fulfilled simultaneously upon Closing) unless the parties otherwise agree in writing, but in any event no later than November 7, 2009.

6.2

At or before Closing, Windrace and/or Mr. Lin shall procure the doing of the things and the delivery to the Investors of those documents and other items set out in paragraph (A) of Part A of Schedule 3 , and the Investors shall procure the doing of the things and the delivery to Windrace of those documents and other items set out in paragraph (B) of Part A of Schedule 3 .

6.3

At Closing and against full compliance by Windrace and/or Mr. Lin with all their respective obligations under paragraph (A) of Part A of Schedule 3 , Windrace and the Investors shall issue joint written instruction to the Escrow Agent for the release of the Second Payment  to Windrace or any person as it may direct.

6.4

At SPA Closing, and against full compliance by the Investors with their respective obligations under sub-paragraph 1.2 of paragraph (B) of Part A of Schedule 3 , each of Windrace and Mr. Lin shall procure the doing of the things and the delivery to the Investors of those documents and other items set out in Part B of Schedule 3 .

6.5

At Post-SPA Closing, and against full compliance by the Investors with their respective obligations under sub-paragraph 1.1 of paragraph (B) of Part C of Schedule 3 , each of Windrace and Mr. Lin shall procure the doing of the things and the delivery to the Investors of those documents and other items set out in paragraph (A) of Part C of Schedule 3 .

7.1

Each of Windrace and Mr. Lin hereby represents, warrants and undertakes to the Investors, and their respective successors in title that:

(i)

that each statement contained in paragraphs 1.1, 1.2, 2 through 4 in Part A of Schedule 4 is true, accurate and complete in all respects and not misleading in any respect,

(ii)

each statement contained in Parts A and B of Schedule 4 (save for those Windrace’s Warranties set out in (i) above) is true, accurate and complete in all material respects and not misleading in any material respect, and

(iii)

based on publicly available information and assuming all representations and warranties made by Exceed and SPAC in the SPA are true, accurate and complete in all material respects and not misleading in any material respect as of the date of this Agreement and on each day up to and including the Closing Date, each statement contained in Part C of Schedule 4 is true, accurate and complete in all material respects and not misleading in any material respect,

7.2

Each Windrace’s Warranty is separate and independent of and without prejudice to any other Windrace’s Warranty and, except where expressly stated otherwise, is not limited by any provision of this Agreement or another Windrace’s Warranty.  The Windrace’s Warranties shall survive Post-SPA Closing.

7.3

Each of Windrace and Mr. Lin hereby agrees to indemnify and keep indemnified on demand the Investors and their respective successors in title from and against all losses, costs and expenses (including legal expenses) which the Investors actually sustain from or in consequence of any of the Windrace’s Warranties contained in (i) paragraphs 1.1, 1.2, 2 through 4 in Part A of Schedule 4 not being true and accurate or fully complied with in any respect; and (ii) Parts A, B and C of Schedule 4 (save for those Windrace’s Warranties set out in (i) above), not being true and accurate or complied with in all material respects or being misleading in any material respect.  This indemnity shall be without prejudice to any other rights and remedies of the Investors in relation to any such breach of any such Windrace’s Warranties and all other rights and remedies are expressly reserved to the Investors.

7.4

Each of the Investors represents, warrants and undertakes to Windrace, Mr. Lin and their respective successors in title that each statement contained in Schedule 5 is true, accurate and complete in all respects and not misleading in any respect at the date of this Agreement and on each day up to and including the Closing Date with reference to the facts and circumstances from time to time applying, provided however, that any statement contained herein that is qualified by a materiality standard or a material adverse effect shall not be further qualified thereby.  Each of the Investors acknowledges that each of Windrace and Mr. Lin is entering into this Agreement in reliance upon each Investors’ Warranty.

7.5

Each Investors’ Warranty is separate and independent and without prejudice to any other Investors’ Warranty and, except where expressly stated otherwise, is not limited by any provision of this Agreement or another Investors’ Warranty.  The Investors’ Warranties shall survive Closing.

7.6

Each of the Investors agrees to indemnify and keep indemnified on demand Windrace, Mr. Lin and their respective successors in title from and against all losses, costs and expenses (including legal expenses) which Windrace or Mr. Lin actually sustain from or in consequence of any of the Investors’ Warranties contained in Schedule 5 not being correct or fully complied with in any respect.  This indemnity shall be without prejudice to any other rights and remedies of Windrace or Mr. Lin in relation to any such breach of any such Investors’ Warranties and all other rights and remedies are expressly reserved to Windrace and Mr. Lin.

8.1

Subject to Closing having taken place, each of Windrace and Mr. Lin shall execute such further documents and perform and procure such acts and things as the Investors may reasonably require to vest the beneficial and registered ownership of the Sale Warrants, the Windrace Shares Entitlement and the New Shares in the Investors and/or their respective designated nominee(s) free from any Encumbrances and to give full effect to Windrace’s obligations under this Agreement.

8.2

Subject to Closing having taken place, each of Windrace and Mr. Lin irrevocably and unconditionally undertakes to the Investors that it shall execute and procure SPAC or Exceed to execute such further documents and perform and procure filings and registrations and such other acts and things as the Investors may reasonably require (including all amendments to the articles of association of Windrace or Exceed, being the surviving entity of SPAC) (i) to confer on the Investors its rights and benefits that shall be enjoyed by the Investors through their holdings in Windrace or Exceed (after the SPA Closing) and (ii) to promptly secure the registration for resale under the securities laws of the United States of all New Shares to be issued to the Investors as contemplated hereunder.

8.3

Each of Windrace and Mr. Lin hereby irrevocably and unconditionally undertakes with the Investors that it will upon SPA Closing procure the nomination of a representative from each of (i) the Investors collectively and (ii) SPAC for election as directors of 福建喜得龍體育用品有限公司 (Fujian Xidelong Sports Goods Co., Ltd.) and/or 喜得龍 ( 中國 ) 有限公司 (Xidelong (China) Co. Ltd.), and each of such board(s) shall not have more than five directors (“ Appointments ”).

8.4

Subject to Closing having taken place, Mr. Lin undertakes to the Investors that  he will not (and will procure Ms. Xiayu Chen (“ Ms. Chen ”) and their respective designated nominee(s), not to), transfer or dispose of, or grant or create any interests or rights of any nature in respect of, any interest in the Shares held by him (including those held on trust for Ms. Chen) and/or Ms. Chen and/or their respective designated nominee(s), prior to the date falling thirty-six (36) months from the SPA Closing.  The transfer restriction set forth in the immediately preceding sentence shall not apply to the loan of, or other transfer of dispositive power over, such Shares by Mr. Lin and/or Ms. Chen to shareholders of Exceed who both: (i) beneficially own less than 10% of the outstanding Shares after giving effect to such transfer; and (ii) are not otherwise affiliated with Exceed at the time of the transfer.

9.1

Subject to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and if:

(a)

Closing does not take place on the date set forth in Clause 6.1 hereof as a result of Windrace or Mr. Lin failing  to comply with any of their obligations under Clause 6; or

(i)

any of the Windrace’s Warranties is incorrect, inaccurate or misleading; or

(ii)

any obligation of Windrace or Mr. Lin hereunder has not been or is (in the reasonable opinion of the Investors) incapable of being carried out,

in the case of either (i) or (ii) in a way which (in the reasonable opinion of the Investors) is material in the context of the proposed acquisition of the Sale Warrants and the Windrace Shares Entitlement and the subscription of the New Shares,

any of the Investors may, at its option (but without prejudice to any other right or remedy it may have, including without limitation any right to subsequently claim for (x) such failure to comply, (y) breach of contract by Windrace or Mr. Lin or (z) breach of the Windrace’s Warranties) by written notice to Windrace and Mr. Lin prior to Closing, elect to:

(bb)

postpone Closing to a date (which in any event shall not exceed thirty (30) Business Days beyond the Closing Date) after the Closing Date in accordance with Clause 6.1 hereof; or

If any of the Investors elects to postpone Closing in accordance with Clause 9.1(bb), the provisions of this Agreement shall apply (excluding the option to further postpone the Closing under Section 9.1(bb)) until the date of such Closing.

9.2

Subject to fulfilment or waiver (pursuant to Clause 3.3) of the Conditions and if:

(a)

Closing does not take place on the date set forth in Clause 6.1 hereof as a result of any of the Investors failing  to comply with any of their obligations under Clause 6; or

(b)

at any time prior to Closing, any of Windrace or Mr. Lin becomes aware that:

(i)

any of the Investors’ Warranties is incorrect, inaccurate or misleading; or

(ii)

any obligation of the Investors hereunder has not been or is (in the reasonable opinion of Windrace or Mr. Lin) incapable of being carried out,

in the case of either (i) or (ii) in a way which (in the reasonable opinion of Windrace or Mr. Lin) is material in the context of the proposed acquisition of the Sale Warrants and the Windrace Shares Entitlement and the subscription of the New Shares,

Windrace or Mr. Lin may, at its option (but without prejudice to any other right or remedy it may have, including without limitation any right to subsequently claim for (x) such failure to comply, (y) breach of contract by any of the Investors or (z) breach of the Investors’ Warranties) by written notice to the Investors prior to Closing, elect to:

(bb)

postpone Closing to a date (which in any event shall not exceed thirty (30) Business Days beyond the Closing Date) after the Closing Date in accordance with Clause 6.1 hereof; or

If Windrace or Mr. Lin elects to postpone Closing in accordance with Clause 9.2(bb), the provisions of this Agreement shall apply (excluding the option to further postpone the Closing under Section 9.2(bb)) until the date of such Closing.

9.3

If this Agreement shall be terminated under Clauses 9.1 and 9.2 or any of the Conditions is not fulfilled (or waived by the Investors pursuant to Clause 3.3) on or before the Conditions Deadline:

(a)

Windrace shall forthwith pay or cause to be paid to the Investors the Consideration already paid by the Investors and (where this Agreement is not terminated by Windrace due to the Investors’ breach of their respective undertakings as provided for in Clauses 4.2, 4.3 and 6) Mr. Lin shall forthwith pay to the Investors an amount equivalent to interests accrued on the Consideration already paid by the Investors at the rate of 10% per annum from the date of payment by the Investors until and including the date of refund.  Without prejudice to the generality of the above, Windrace and the Investors shall forthwith give joint instructions to the Escrow Agent in writing to release any of the Consideration remaining in the Escrow Account and all interests accrued thereon to the Investors (or to such person(s) as the Investors may direct, as set out in the joint instructions); and

(b)

save as otherwise provided herein, all rights and obligations of the parties shall cease immediately upon termination, except that:

(i)

termination shall not affect the then accrued rights and obligations of the parties;

(ii)

termination shall be without prejudice to the continued application of this Clause and Clauses 11, 12, 13, 14.2 and 14.3 to 17  (and all provisions relevant to the interpretation and enforcement thereof) which shall remain in full force and effect; and

9.4

Subject to Closing having taken place, if SPA Closing does not occur on or before November 7, 2009, this Agreement shall immediately be automatically terminated subject to the following:

(a)

Windrace shall forthwith pay or cause to be paid to the Investors the Consideration already paid by the Investors and Mr. Lin shall forthwith pay to the Investors an amount equivalent to interests accrued on the Consideration already paid by the Investors at the rate of 10% per annum from the date of payment by the Investors until and including the date of refund.  Without prejudice to the generality of the above,  Windrace and the Investors shall forthwith give joint instructions to the Escrow Agent in writing to release any of the Consideration remaining in the Escrow Account and all interests accrued thereon to the Investors (or to such person(s) as the Investors may direct, as set out in the joint instructions);

(b)

(i) the Investors shall, upon Windrace’s request in writing and at the cost of Windrace, transfer or cause to be transferred, if any, all the Sale Warrants transferred to the Investors or their respective designated nominee(s) as contemplated hereunder to such person as may be directed by Windrace in writing without any liability on the part of the Investors; and (ii) all the Windrace Shares Entitlement shall be extinguished; and each of Windrace and Mr. Lin shall indemnify and keep indemnified on demand the Investors and their respective designated nominee(s) and successors in title from and against all losses, costs and expenses (including legal expenses) which the Investors and/or their respective designated nominee(s) may incur or sustain from or in consequence of such transfer and/or extinguishment; and

(c)

save as otherwise provided herein, all rights and obligations of the parties shall cease immediately upon termination, except that:

(i)

termination shall not affect the then accrued rights and obligations of the parties;

(ii)

termination shall be without prejudice to the continued application of this Clause and Clauses 11, 12, 13, 14.2 and 14.3 to 17  (and all provisions relevant to the interpretation and enforcement thereof) which shall remain in full force and effect; and

(iii)

Windrace and Mr. Lin shall (in addition to any other remedy the Investors may have) indemnify the Investors against all costs and expenses (including the costs and expenses of legal, financial, accounting and other advisers) incurred by the Investors in connection with the negotiation, preparation, execution and termination of this Agreement and the proposed purchase of the Sale Warrants / the proposed acquisition of the Windrace Shares Entitlement / the proposed subscription of the New Shares (and all due diligence and other investigations and research in connection therewith) or the satisfaction of any of the Conditions set forth in Clause 3.1, provided that such indemnity shall be subject to a maximum sum of US$50,000 and shall be without prejudice to any other rights and remedies of the Investors.

10.1

Windrace undertakes with the Investors that any Warrants purchased by it less the Sale Warrants shall be cancelled immediately after Post-SPA Closing.

11.1

The parties hereby agree that the entire liability of (i) both of Windrace and Mr. Lin to the Investors; and (ii) the Investors to both of Windrace and Mr. Lin, under this Agreement, and/or in respect of any and all matters/transactions contemplated under this Agreement including but not limited to sums payable in respect of claims (whether contractual, tortious or otherwise) (“ Claims ”) (exclusive of any loss of opportunity in other investments) arising out of any one or more of the following:-

(a)

breaches of the express or implied terms of this Agreement;

(b)

any indemnity, damages or compensation in respect of the matters set out in this Agreement;

(c)

all Claims for breach of any undertakings/covenants/representations made by the Sellers under this Agreement;

(d)

all Claims for breach by the parties hereunder of any of their obligations or commitment under this Agreement; and

(e)

interest (if any) in respect of any of the above payments,

shall be set out in Clause 11.2.

11.2

(a)

Except as set forth in Clause 11.3, the total liability of both of Windrace and Mr. Lin in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise shall be limited to US$3,000,000 in aggregate.

(b)

Except as set forth in Clause 11.3,   the total liability of the Investors in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise shall be limited to US$3,000,000  in aggregate.

(a)

for death or personal injury resulting from negligence; or

(b)

any damage or liability incurred as a result of fraud or fraudulent misrepresentation; or

(c)

any other matter in respect of which it would be illegal for any party to exclude or limit its liability.

11.4

Both of Windrace and Mr. Lin on the one hand and the Investors on the other hand shall not be entitled to recover more than once in respect of any one breach giving rise to a claim under this Agreement.

11.5

The rights of the Investors in respect of any Claim under this Agreement shall be restricted in the following manner:

(a)

no Claim under this Agreement shall be made against Windrace or Mr. Lin unless written notice thereof (specifying the nature, quantum and full particulars) shall have been given by the Investors to Windrace or Mr. Lin on or before the expiry of three (3) years after the Closing Date;

(b)

no Claim under this Agreement shall be made unless the amount of the claim or the aggregate amount of the Claims is over US$100,000, and for this purpose no Claim shall be aggregated unless its amount is over US$20,000.

11.6

The rights of Windrace or Mr. Lin or any of them in respect of any Claim under this Agreement shall be restricted in the following manner:

(a)

no Claim under this Agreement shall be made against the Investors unless written notice thereof (specifying the nature, quantum and full particulars) shall have been given by Windrace or Mr. Lin to the Investors on or before the expiry of three (3) years after the Closing Date;

(b)

no Claim under this Agreement shall be made unless the amount of the claim or the aggregate amount of the Claims is over US$100,000, and for this purpose no Claim shall be aggregated unless its amount is over US$20,000.

11.7

It is expressly agreed and confirmed by the parties that all the obligations and liabilities of the Investors under this Agreement and/or any matters contemplated therein shall be on a several basis in the Agreed Proportion.

12.1

In consideration of the Investors agreeing at the request of Windrace (as evidenced by its execution hereof) to enter into this Agreement, Mr. Lin hereby unconditionally and irrevocably guarantees to the Investors the due and punctual performance and discharge by Windrace of all obligations (whether present or future, actual or contingent) due, owing or incurred to the Investors by Windrace under or pursuant to this Agreement including, without limiting the generality of the foregoing, the payment of all moneys that may at any time be or become due and payable to the Investors by Windrace, whether by way of costs, expenses, losses, damages or as a consequence of any breach or non-fulfilment of any representation, warranty or undertaking or otherwise (all of which obligations are hereinafter called the “ Windrace’s Obligations ”) to the intent that should Windrace fail duly and punctually to perform or discharge any of Windrace’s Obligations, Mr. Lin shall forthwith upon demand perform and discharge or procure the performance and discharge of Windrace’s Obligations.

12.2

In addition and without prejudice to the guarantee contained above, Mr. Lin hereby unconditionally and irrevocably agrees, as a primary obligation, to indemnify the Investors against all costs, expenses, losses or damages incurred by the Investors as a result of the failure by Windrace to make any payment under this Agreement when due or as a result of any of Windrace’s Obligations being or becoming void, voidable or unenforceable for any reason whatsoever (whether or not known to the Investors), the amount of such costs, expenses, losses or damages being the amount which any of the Investors would have otherwise been entitled to recover from Windrace together with all expenses which the any of the Investors may reasonably and properly incur in proceeding against Windrace or Mr. Lin .

12.3

This guarantee shall be a continuing guarantee and shall remain in full force and effect until all of Windrace’s Obligations have been duly performed and discharged notwithstanding the insolvency or liquidation or any incapacity or change in the constitution or status of Windrace or other matter whatsoever.  This guarantee is in addition to and independent of, and shall not be affected in any way by any dealing with, any other guarantee or other security now or at any time hereafter held by the Investors.

12.4

So long as any of Windrace’s Obligations remain outstanding Mr. Lin shall not exercise any right of subrogation or any other right of a surety or enforce any security or other right or claim against Windrace or any other person whether in respect of its liability under this guarantee or otherwise or claim in the insolvency, liquidation or bankruptcy of Windrace in competition with the Investors.

12.5

All payments under this guarantee shall be made in full without set-off or counterclaim or any restriction or condition and free and clear of any present or future taxes, duties, charges or other deductions or withholdings of any nature.  If any deduction or withholding is required to be made from any such payment, Mr. Lin shall, together with such payment, pay to the Investors such additional amount as is necessary to ensure that the Investors receive the full amount due hereunder.

12.6

Mr. Lin shall be liable under this guarantee as if it were a primary obligor and the liability of it shall not be affected or discharged by:

(a)

the granting of time or any other indulgence to Windrace or to any other person;

(b)

any amendment, variation, compounding or release of Windrace’s Obligations;

(c)

the invalidity or unenforceability of any of Windrace’s Obligations;

(d)

any waiver or exercise of, or omission to exercise, any rights against Windrace or any other person;

(e)

any other person being or becoming a guarantor of Windrace’s Obligations or the Investors obtaining or exercising other security for Windrace’s Obligations;

(f)

any other act, matter, event or omission which but for this provision would or might operate to discharge impair or otherwise affect Windrace’s liability hereunder.

12.7

Mr. Lin hereby waives any right available to it under any applicable law which is inconsistent with any provisions of this guarantee or which might otherwise require the Investors to proceed against Windrace or any other person before making a demand on Mr. Lin.

13.1

No public announcement or communication of any kind shall be made or issued in respect of the subject matter of this Agreement by any party hereto, save:

(a)

with the prior written consent of the other party hereto which may not be unreasonably withheld or delayed;

(b)

to the extent required by applicable Regulations, provided the party required to make or issue an announcement or communication has, if and to the extent practicable, first consulted (giving a reasonable amount of information and time to) the other party and taken into account the reasonable requirements of the other parties; or

(c)

where such announcement or communication is made or issued by Windrace after Closing to a customer, client or contractor of the Windrace Group Company  informing it of the Investors’ investment hereunder.

13.2

Each party shall at all times keep confidential, treat as privileged, and not directly or indirectly make or allow to be made any disclosure or use of any oral or written information relating to the other party (including any aspect of that party’s businesses or customers or the existence or subject matter of this Agreement or any information, data, documents obtained or to be obtained during the conduct of due diligence investigation (“ Confidential Information ”), except to the extent:

(a)

required by applicable Regulations and then only after advising the other relevant party or parties of that requirement and consulting (giving a reasonable amount of information and time to) that other party or parties in respect of the relevant matter and taking into account the reasonable requirements of the other party;

(b)

necessary to obtain the benefit of, or to carry out obligations under, this Agreement, which shall include the ability to disclose Confidential Information to any employees or advisers who need to have it for purposes directly connected with the transactions provided for in this Agreement, provided that the relevant disclosing party shall advise such employees or advisers of the confidential nature of the Confidential Information and shall use all reasonable endeavours to procure that such persons keep the relevant Confidential Information strictly confidential and shall indemnify the other party in respect of all costs, claims, actions, proceedings, losses and liabilities in connection with any unauthorised disclosure or use of the Confidential Information by such persons; or

(c)

that the information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Clause or at law.

14.1

Stamp duty, fees and commissions (if any) payable on the purchase of any Warrants by Windrace shall be borne by it solely and those on the transfer of the Sale Warrants by Windrace to the Investors or their respective designated nominee(s) as contemplated hereunder shall be borne as to one half by Windrace and as to the other half by the Investors collectively.

14.2

Other than due to the Investors’ breach of their respective undertakings as provided for in Clauses 4.2, 4.3 and 6 (provided that Windrace shall have complied with its obligations contemplated under this Agreement), Windrace and Mr. Lin shall upon demand forthwith reimburse the Investors against all costs and expenses (including the costs and expenses of legal, financial, accounting and other advisers) incurred by the Investors in connection with the negotiation, preparation, execution and termination of this Agreement and the proposed purchase of the Sale Warrants / the proposed acquisition of the Windrace Shares Entitlement and the proposed subscription of the New Shares (and all due diligence and other investigations and research in connection therewith) or the satisfaction of any of the Conditions set forth in Clause 3.1, provided that such reimbursement shall be subject to a maximum sum of US$50,000 and shall be without prejudice to any other rights and remedies of the Investors as contemplated hereunder.

14.3

Save as expressly provided herein, all expenses incurred by or on behalf of the parties and their advisers including all fees of agents, representatives, solicitors, accountants, actuaries and other advisers employed by any of them, in connection with the negotiation, preparation or execution of this Agreement, shall be borne solely by the party who incurred the liability.

15.1

Time shall be of the essence in this Agreement, both as regards the dates and periods specifically mentioned and as to any dates and periods which may, by agreement in writing among or on behalf of the parties, be substituted for them.

15.2

No failure to exercise, or delay in exercising, any right or remedy under this Agreement will operate as a release or waiver of such right or remedy or any other right or remedy, nor will any single or partial exercise of any right or remedy under this Agreement or provided by law preclude any other or further exercise of it or the exercise of any other right or remedy. A waiver of any breach of this Agreement or any right of remedy under this Agreement shall not be effective, or implied, unless that waiver is in writing and is signed by the party against whom that waiver is claimed.

15.3

This Agreement supersedes any previous agreement between the parties in relation to the acquisition of the Sale Warrants and the Windrace Shares Entitlement and the subscription of the New Shares and the parties acknowledge that no claim shall arise in respect of any agreement so superseded by this Agreement.  This Agreement (together with the documents referred to herein) contains the entire agreement between the parties hereto relating to the transactions provided for herein and there are no other warranties, conditions or terms applicable thereto whether express or implied.

15.4

Any variation to this Agreement shall be binding only if it is in writing and signed by or on behalf of each party.

15.5

If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provisions in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

15.6

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

15.7

The rights and obligations contained in this Agreement (including but not limited to the undertakings, warranties, representations and indemnities) remain in force after Post-SPA Closing, except to the extent that they have been fully performed or where this Agreement provides otherwise.

15.8

Subject to the terms and conditions of this Agreement, each party shall execute and deliver such certificates and other documents and take such actions as may reasonably be requested by the other party in order to effect the transactions contemplated by this Agreement.

15.9

This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same document.

15.10

No party may assign or transfer or purport to assign or transfer any of its rights or obligations under this Agreement without the written consent of the other parties.

15.11

Mr. Lin hereby irrevocably and unconditionally authorises Windrace to act on its behalf in all matters contemplated under Clause 17.3.  All actions taken by Windrace pursuant to Clause 17.3 shall be binding on Mr. Lin.

16.1

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be left at or sent by pre-paid registered post (if posted from and to an address in Hong Kong), pre-paid registered airmail (if posted from or to an address outside Hong Kong) or facsimile transmission to the party due to receive the notice or communication at its respective address or facsimile number set out below or to such other address and/or number(s) as may have been last specified by such party by written notice to each of the other parties hereto.

16.2

In the absence of evidence of earlier receipt, a notice or other communication is deemed given:

(a)

(b)

(c)

(d)

17.1

This Agreement is governed by, and shall be construed in accordance with, the laws of Hong Kong.

17.2

Each party hereby irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong in respect of all matters arising in connection with this Agreement. The submission to the jurisdiction of the courts of Hong Kong shall not (and shall not be construed so as to) limit the right of one party or several parties to take proceedings against the other parties (or any of them) in any other court of competent jurisdiction, nor shall the taking of proceedings by one party or several parties in any one or more jurisdictions preclude such party or parties taking proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

17.3

Windrace hereby irrevocably appoints Jones Day of 29/F., Edinburgh Tower, the Landmark, 15 Queen’s Road Central, Hong Kong as the agent to accept service of legal process on behalf of Windrace and Mr. Lin.  Service of legal process upon such process agent of Windrace shall be deemed completed whether or not such legal process is forwarded to or received by any of Windrace or Mr. Lin.  Windrace hereby irrevocably agrees that, if the process agent ceases to have an address in Hong Kong or ceases to act as the process agent on behalf of Windrace or Mr. Lin, it shall appoint a new process agent in Hong Kong for the same purposes and will deliver to the other parties within fourteen (14) days a copy of a written acceptance of appointment by the process agent.  If at any time Windrace appoints a new process agent, it shall give written notice to the other parties of such appointment and until such time service on the process agent last known to the other parties shall be deemed to be effective service.

17.4

Each of the Investors hereby irrevocably appoints Consec Services Limited of 6/F Alexandra House, 18 Chater Road, Central, Hong Kong as its agent to accept service of legal process on its behalf.  Service of legal process upon the process agent of each of the Investors shall be deemed completed whether or not such legal process is forwarded to or received by the Investors.  Each of the Investors hereby irrevocably agrees that if its process agent ceases to have an address in Hong Kong or ceases to act as its process agent it shall appoint a new process agent in Hong Kong for the same purposes and will deliver to the other parties within fourteen (14) days a copy of a written acceptance of appointment by the process agent.  If at any time any of the Investors appoints a new process agent it shall give written notice to the other parties of such appointment and until such time service on the process agent last known to the other parties shall be deemed to be effective service.

SIGNED BY SHUIPAN LIN

) /s/ Lin Shuipan

in the presence of :-Tai Yau Ting

)/s/ Tai Yau Ting

Windtech

60%

Registered

Shareholder(s)

Beneficial

Shareholder(s)

Shareholding

percentage

(%) of the

entire issued

share capital

of Windrace

Ordinary

shares

Preferred

shares

1.1

Holding of a meeting, or signing written resolutions, of the board of directors of Windrace at or in which resolutions shall be passed approving this Agreement and all transactions contemplated hereunder including:

(a)

the transfer of the Sale Warrants to the Investors and/or their respective designated nominee(s);

(b)

the granting of the Windrace Shares Entitlement to the Investors and/or their respective designated nominee(s);

(c)

approving the Appointments;