PRINCIPAL STOCKHOLDER LOCK-UP AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is dated as of October 31, 2008 by and between Lihua International, Inc., a Delaware corporation (the “ Company ”), and __________________________ (the “Shareholder”).

WHEREAS, in connection with the Financing Transaction, the Company entered into a Securities Purchase Agreement, dated as of the date hereof (the “ Securities Purchase Agreement ”), by and among the Company and the Purchasers, and certain other papers, agreements, documents, instruments and certificates necessary to carry out the purposes thereof (collectively, the “ Transaction Documents ”).

WHEREAS, THE Shareholder wishes to induce the Company and the Purchasers to enter into the Financing Transaction.

WHEREAS, in order to induce the Company and the Purchasers to enter into the Financing Transaction, The Shareholder has agreed not to sell any shares of the Company’s Common Stock that Shareholder presently owns on the date hereof, or may acquire on or after the date hereof, except in accordance with the terms and conditions set forth herein (collectively, the “ Lock-Up Shares ”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants and conditions hereinafter contained, the parties hereto agree as follows:

1.  Restriction on Transfer; Term . The Shareholder hereby agrees with the Company that such Shareholder will not offer, sell, contract to sell, assign, transfer, hypothecate, gift, pledge or grant a security interest in, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise, directly or indirectly) (each, a “ Transfer ”), any of the Lock-Up Shares and shall not Transfer such shares until a date that is twelve (12) months following the date that the Company’s common stock is listed and trading on the Nasdaq Capital Market, the Nasdaq Global Market, the American Stock Exchange, the New York Stock Exchange, or any successor market thereto (each a “ National Stock Exchange ”), as the case may be (the “ Lock-Up Period ”). The Shareholder further agrees that, during the twenty-four (24) months immediately following the Lock-Up Period, such Shareholder shall not transfer more than one-twelfth (1/12) of such Shareholder’s total holdings of Common Stock as of the date hereof during any one (1) calendar month.  Notwithstanding the foregoing, the Shareholder shall be permitted to engage in a Transfer in a private sale of the Lock-Up Shares provided such Shareholder receives prior written consent from Vision Opportunity China, LP.

2.  Ownership . During the Lock-Up Period, the Shareholder shall retain all rights of ownership in the Lock-Up Shares, including, without limitation, voting rights and the right to receive any dividends that may be declared in respect thereof, except as otherwise provided in the Transaction Documents whereby any benefits, rights, title or otherwise shall inure to the Purchasers.

3.  Company and Transfer Agent . The Company is hereby authorized and required to disclose the existence of this Agreement to its transfer agent. The Company and its transfer agent are hereby authorized and required to decline to make any transfer of the Common Stock i