CALL OPTION AGREEMENT

This CALL OPTION AGREEMENT (this “ Agreement ”) is made and entered into as of October 14, 2009 (the “ Effective Date ”), between Rong Yang, a resident of the People’s Republic of China (the “ Purchaser ”) and Rui Shen, a resident of United States (the “ Seller ”).  Purchaser and Seller are also referred to herein together as the “ Parties ” and individually as a “ Party .”

WHEREAS, China Infrastructure Construction Corporation, a Colorado corporation (the “CCIC”) is contemplating consummating a financing (the “Financing”) of up to $10,000,000 of its common stock, no par value (the “Common Stock”);

WHEREAS , in order to facilitate the Financing, CCIC has issued to the Seller a total of Seven Million Thirty One Thousand Three Hundred Forty Four (7,031,344) shares of Common Stock;

WHEREAS , the Seller has determined that it is in his best interest to receive benefits from the Purchaser’s continuous performance as Chairman and Chief Executive Officer of the Company;

WHEREAS , the Seller desires to grant to the Purchaser an option to acquire  Six Million Two Hundred Eighty Four Thousand Seven Hundred Six (6, 284,706) shares of Common Stock to be issued to him (for purposes of this Agreement, including the Call Right described herein, the “ Seller’s Shares ”) pursuant to the terms and conditions set forth herein;

NOW, THEREFORE , the Parties, in consideration of the foregoing premises and the terms, covenants and conditions set forth below, and for other good and valuable consideration, receipt of which is acknowledged, hereby agree as follows:

1.             DEFINITIONS; INTERPRETATION

1.1.             Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:

“ Bankruptcy Law ” means any Law of any jurisdiction relating to bankruptcy, insolvency, corporate reorganization, company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of debt, appointment of a conservator, trustee or receiver, or similar debtor relief.

“ Business Day ” means any day on which commercial banks are required to be open in the United States.

“ Call Price ” means, with respect to any exercise of the Call Right, $0.0001 per share of the Seller’s Shares subject to any Call Exercise Notice.

“ Conditions ” means Conditions 1 through 4, as defined below, in the aggregate.

“ Condition 1 ” means the Company filing with the U.S. Securities and Exchange Commission (the “SEC”) its quarterly report on Form 10-Q for the fiscal quarter ended November 30, 2009.

“ Condition 2 ” means the Company filing with the SEC its quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2010.

“ Condition 3 ” means the Company filing with the SEC its annual report on Form 10-K for the fiscal year ended May 31, 2010.

“ Condition 4 ” means the Company filing with the SEC its annual report on Form 10-K for the fiscal year ended May 31, 2011.

" Distributions " means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Seller’s Shares from the date hereof to the Expiration Date, including without limitation, the Dividends.

" Dividends " means the dividends declared by CICC and accrued in respect of the Seller’s Shares (whether or not such dividends shall have been paid and received by the Purchaser or his Nominee(s)).

“ Government Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Person and any court or other tribunal); or (d) individual, Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

“ Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Government Authority.

" Nominee " means such person nominated by the Purchaser in the Transfer Notice to be the transferee of the Call Right or the Seller’s Shares;

“ Person ” means any individual, firm, company, corporation, limited liability company, unincorporated association, partnership, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity.

“ Transfer Notice ” means the notice substantially in the form set out in Appendix B .

1.2.             Interpretation .

(a)            Certain Terms . The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limited and means “including without limitation.”

(b)            Section References; Titles and Subtitles . Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(c)            Reference to Entities, Agreements, Statutes . Unless otherwise expressly provided herein, (i) references to a Person include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto or supplements thereof and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.

2.             CALL RIGHT

2.1.             Call Right . The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “ Call Right ”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions:

Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all of the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.

2.2.                Call Period . The Call Right shall be exercisable by Purchaser, by delivering a Call Exercise Notice at any time during the period (the “ Exercise Period ”) commencing on the date hereof and ending at 6:30 p.m. (New York time) on the fifth anniversary date therefrom (such date or the earlier expiration of the Call Right is referred to herein as the “ Expiration Date ”).

2.3.                Nominees : The Purchaser may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of his Call Right, who shall hold and/or exercise the transferred Call Right on behalf of the Purchaser, provided that each Nominee has executed a lock-up agreement in the form required by CCIC prior to exercising the Call Right.

2.4.                Exercise Process . In order to exercise the Call Right during the Exercise Period, the Purchaser or his Nominee(s) shall deliver to the Seller, a written notice of such exercise substantially in the form attached hereto as Appendix A (a “ Call Exercise Notice ”) to such address or facsimile number as set forth therein. The Call Exercise Notice shall indicate the number of the Seller’s Shares as to which the Purchaser or his Nominee(s) is/are then exercising his/her Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 6.4 to the Seller on or before 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “ Exercise Date ”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (New York time) on a Business Day or on a day which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of the Purchaser or his Nominee(s) to purchase, and (b) on the part of the Seller to sell, the Seller’s Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.

2.5.                Call Price . If the Call Right is exercised pursuant to this Section 2, as payment for the Seller’s Shares being purchased by the Purchaser or Nominee(s) pursuant to the Call Right, such Purchaser or Nominee(s) shall pay the aggregate Call Price to the Seller within fifteen (15) Business Days of the Exercise Date.

2.6                Delivery of the Shares . Upon the receipt of a Call Exercise Notice, the Seller shall deliver, or take all steps necessary to cause to be delivered the Seller’s Shares being purchased pursuant to such Call Exercise Notice within three (3) Business Days of the date of a Call Exercise Notice.

2.7                Transfer Notice : In case that the Purchaser transfers any or all of his Call Right to one or more Nominees in accordance with Section 2.3 above, the Purchaser shall provide a Transfer Notice to the Seller.

3.           ENCUMBRANCES; TRANSFERS, SET-OFF AND WITHHOLDINGS

3.1.         Encumbrances . Upon exercise of the Call Right, the Seller’s Shares being purchased shall be sold, transferred and delivered to the Purchaser free and clear of any claim, pledge, charge, lien, preemptive rights, restrictions on transfers (except as required by securities laws of the United States), proxies, voting agreements and any other encumbrance whatsoever.

3.2          Transfers . Prior to the Expiration Date, the Seller shall continue to own, free and clear of any hypothecation, pledge, mortgage or other encumbrance, except pursuant to this Agreement and except in favor of the Collateral Agent (as defined below) for th