购股选择权协议(EARN-IN AGREEMENT)

EARN-IN AGREEMENT

This EARN-IN AGREEMENT (this “Agreement”) is made and entered into as of 【】, 2008 (the “Effective Date”), between 【】, a resident of the People’s Republic of China (the “Purchaser”) and 【】, a resident of Singapore (the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, pursuant to a Share Exchange Agreement by and among a United States-domiciled public reporting shell company (the “A Company”), 【】, a British Virgin Islands company (the “Company”) and the Seller as the sole shareholder of the Company, the Shell Company is expected to acquire 100% of the issued and outstanding capital stock of Company (the “Exchange Agreement”);

WHEREAS, Purchaser has agreed with Seller, as an inducement to the Purchaser in continuing to provide services to 【Domestic Company】. (“Domestic Company”), a PRC company that is a wholly owned subsidiary of 【HK Company】(the “HK Company”), a Hong Kong company which is wholly ow ned by the Company, with Purchaser serving as its Chief Operating Officer, to enter into this Agreement;

WHEREAS, Seller is the holder of 【】shares of the Company’s common stock (“B Common Stock”), and has determined that it is in her best interest to r eceive benefits from Purchaser’s performance as Chief Operating Officer of [Domestic Company] and its subsidiaries and will enter into the Exchange Agreement based on the possibility of obtaining such benefits;

WHEREAS, upon the consummation of the Exchange Agreement, Seller will be issued and hold shares of common stock of the Shell Company (the “Common Stock”), $【】 par value per share;

WHEREAS, Seller desires to grant to Purchaser an option to acquire 【】percent (【】%) of the shares of Common Stock to be issued to her pursuant to the Exchange Agreement (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 other good and valuable consideration, receipt of which is acknowledged, hereby agree as follows:

AGREEMENT

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, par value or $【】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.