Equity Pledge Agreement

1. 

The Company is a domestic company incorporated and validly existing under PRC Laws, and its business license No. is 110108011860295

2. 

The Pledgor, the PRC citizen ， legally holds 100% Equity Interests in the Company;

3. 

The Pledgee, as a wholly foreign-owned enterprise, was duly incorporated and validly existing under the PRC Laws;

4. 

Party B signed a consigned management and technology service agreement (the “Consigned Management and Technology Service Agreement”) on June 1, 2009 with Party C and Party A, and Party A agrees to pledge all his equities in Party C to Party B as a guaranty for the performance of the obligations thereunder.

5. 

The Parties signed an exclusive purchase option agreement (the “Exclusive Purchase Option Agreement”) on June 1, 2009, and the Parties thereto agree that Party A shall pledge all his equities in Party C to Party B as a guaranty of the performance of the obligations assumed by Party A and Party C thereunder.

6. 

Party A and Party B signed a loan agreement (the “Loan Agreement”) on June 1, 2009, and the Party A agrees to pledge all his equities in Party C to Party B as a guaranty of the performance of the obligations thereunder.

1.

Definitions and Interpretation

1.1 

“PRC” refers to the People’s Republic of China, excluding the HongKong Special Administrative Region, Macao Special Administrative Region and Taiwan Province;

1.2 

“PRC Laws” refers to all PRC laws, administrative regulations and government rules in effect;

1.3 

“Pledged Equity” refers to all the equity in the Company as provided in Article2.1;

1.4 

“Main Agreements” refers to the Loan Agreement, Consigned Management and Technology Service Agreement and Exclusive Purchase Option Agreement and the Appendixes thereof (if applicable);

1.5 

“Right of Pledge” refers to the right owned by the Pledgee to be first compensated from the money converted from or the proceeds from the auction or sale of the Pledged Equity by the Pledgor to the Pledgee in the event of default of Pledgor and/or Party C, and such right shall cause the Pledgee to be entitled to the bonus arising from Pledged Equity;

1.6 

“AICB” refers to the competent Administration Bureau of Industry and Commerce which is authorized in accordance with PRC Laws to register the Pledged Equity hereunder;

1.7 

“Event of Default” refers to the event as defined in Article 8 hereunder.

1.8 

“Business Day” refers to any day except Saturday, Sunday and other public holidays as permitted by PRC Laws;

2.

Equity Pledge

2.1 

The Parties agree that Pledgor shall pledge all his Equities in the Company to the Pledgee as a guaranty for the performance of the obligations assumed by the Pledgor and/or the Company under each of the Main Agreements.

2.2

In case the Pledgor increase the registered capital in the Company during the term of this Agreement, such increased capital shall be equally deemed as the Pledged Equity.

2.3 

In case any act conducted by the Pledgor or the Company may cause the Right of Pledge damaged so as to harm the interests of the Pledgee, the Pledgee is entitled to require the Pledged Equity to be auctioned or sold in advance and the proceeds from such auction or sale shall be used to discharge the debt secured by the Pledged Equity in advance.

3.

Registration of Pledge

3.1

Upon the execution of this Agreement, the Pledgor shall cause the Company to record the Right of Pledge in the register of shareholders and deliver it with the common seal of the Company as well as the original of equity contribution certificate of the Pledgor to the Pledgee for keeping. Within the term of this Agreement, Party B shall return the register of shareholders and equity contribution certificate to the Company for modification registration with AICB, and the Company shall complete the modification registration within 10  business days upon receipt of the register of shareholders and equity contribution certificate, and Party A together with the Company shall continue to deliver such modified register of shareholders and equity contribution certificate to Party B within 2 business days following the completion of the aforesaid registration.

3.2 

The Parties agree that if AICB accept the registration with respect to the equity pledge, he will promptly cause the Pledged Equity under this Agreement to be recorded at AICB, and the Parties confirm that whether the Pledged Equity is recorded as above or not shall not affect the validity of this Agreement unless compulsorily required by PRC Laws.

3.3 

After the signing of this Agreement, the Pledgor shall in accordance with the Pledgee’s written request which may be made by the Pledgee from time to time, together with the Pledgee, notarized this agreement as well as the register of shareholders with the recorded Pledged Equity in a notary public office as designated by the Pledgee, and Party A and the Company shall give assistant with respect to the notarization following the delivery of the notice with the request of notarization by Party B.

4. 

Representations and Warranties

4.1

Each Party under this Agreement represents and warrants to other Parties that:

4.2

The Pledgor represent and warrant to the Pledgee that:

4.3 

The Company agrees to undertake the joint liability with respect to the representations and warrants made by the Pledgor.

5.

Obligations of Pledgor

5.1 

The dividend and bonus arising from the Pledged Equity shall be deposited in an escrow account for the supervision of the Pledgee.

5.2 

Apart from the encumbrance set forth hereunder and under the Exclusive Purchase Option Agreement, without the Pledgee’s prior written consent, the Pledgor shall not sell, transfer, mortgage or otherwise dispose of the Pledged Equity, nor shall place encumbrances on such Pledged Equity;

5.3 

Without the Pledgee’s prior written consent, the Pledgor shall not supplement or amend the articles of association of the Company in any manner, nor shall it increase or decrease the registered capital or change the shareholding structure of the Company in any manner;

5.4 

The Pledgor shall not approve for the resolutions on the dissolution, liquidation and change of legal form of the Company;

5.5 

The Pledgor shall not approve for any Profit Distribution Proposal, nor shall accept such distributed dividend without the Pledgee’s prior written consent; At the Pledgee’s request, it shall promptly approve for the Profit Distribution Proposal, and accept such distributed dividend;

5.6 

At the Pledgee’s request, the Pledgor shall provide the Pledgee with all information regarding the business operation and financial condition of the Company;

5.7 

The Pledgor shall not incur or succeed to any debts or liabilities which may adversely affect his equity interests in the Company without the Pledgee’s prior written consent;

5.8 

The Pledgor shall appoint, and appoint only, the candidates nominated by the Pledgee to be the executive director of the Company, and shall not replace such candidates without the Pledgee’s prior written consent;

5.9 

The Pledgor shall not approve any acquisition of, any consolidation with, or any investment in any third party without the Pledgee’s prior written consent;

5.10 

The Pled