VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (“Agreement”) is made and entered into by and between Rui Shen (the “Holder”), shareholder of China Infrastructure Construction Corporation (the “Corporation”), and Rong Yang (the “Voting Trustee”) as of October 14, 2009.

WHEREAS, the Holder owns an aggregate of 7,031,344 shares (the “Shares”) of the Corporation’s common stock, with no par value (the “Common Stock”) as of the date hereof; and

WHEREAS, pursuant to a Call Option Agreement dated October 8, 2008 and another Call Option Agreement dated as of the date hereof between the Voting Trustee and the Holder (altogether, hereinafter referred to as “Call Option Agreements”), the Voting Trustee has the right to acquire all of the Holder’s Shares.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations set forth herein, the parties agree as follows:

1.    Voting Trust.

1.1.       Creation of Voting Trust. The Voting Trustee, is hereby appointed voting trustee under the voting trust created by this Agreement. During the term of this Agreement, the Voting Trustee shall act as voting trustee in respect to the Shares, with all the powers, rights and privileges and subject to all the conditions and covenants hereinafter set forth.

1.2.       Deposit of Shares. Within ten days after the execution and delivery of this Agreement, the Holder will assign and transfer, or cause to be assigned and transferred, to Guzov Ofsink, LLC, as collateral agent (the “Collateral Agent”), all shares of the Shares. The Holder shall deposit with the Collateral Agent the certificates representing such Shares, duly endorsed in blank or accompanied by stock powers or other instruments of assignment duly executed in blank, free and clear of any liens, claims, encumbrances or other rights of third parties.

1.3.       Delivery of Voting Trust Certificates. Upon receipt by the Collateral Agent of the certificates for the Shares, the Shares shall be held in trust by the Voting Trustee, through the Collateral Agent, subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to Holder one or more voting trust certificates (“Voting Trust Certificates” or “Certificates”), in the form provided for in Section 2.1, representing in the aggregate the total number of Shares deposited by Holder.

1.4.      Issue of Share Certificates To Voting Trustee. The certificates representing the Shares shall be surrendered by the Voting Trustee to the Corporation and cancelled, and new certificates representing the Shares shall be issued by the Corporation to and in the name of the Voting Trustee, and the fact that such certificates are issued pursuant to this Agreement shall be noted by the Corporation on its stock transfer records. The Voting Trustee is authorized and empowered to cause to be made any further transfers of the Shares which may become necessary through the occurrence of any change of persons holding the office of Voting Trustee.

1.5.       Acceptance of Trust. The Voting Trustee accepts the trust created hereby in accordance with all of the terms and conditions contained in this Agreement. The Shares shall be held by the Voting Trustee for the purposes of and in accordance with this Agreement, and none of the Shares, or any interest therein, shall be sold or otherwise disposed of, pledged or encumbered by the Voting Trustee, except as provided in this Agreement and in the Call Option Agreements to which the Shares are subject (the “Option”).

2.    Voting Trust Certificates.

2.1.      Form. The Voting Trust Certificates to be issued and delivered by the Voting Trustee under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustee and the Holder may from time to time approve:

THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION.

THIS IS TO CERTIFY THAT:

1.      This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to the terms and conditions of, a Voting Trust Agreement (the “Voting Trust Agreement”) dated [DATE] among [SHAREHOLDERS] (“Holder”) as shareholders of [CORPORATION] (“Corporation”), and [TRUSTEE] (“Voting Trustee”). Copies of the Voting Trust Agreement are kept on file by the Voting Trustee in their offices at [ADDRESS], have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law.

2.      By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust Agreement.

3.      Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 8 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustee dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustee upon such shares. If the Voting Trustee shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, the Voting Trustee shall hold such shares in accordance with the terms of the Voting T