ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT TO ASSIGNMENT

This Assignment and Assumption Agreement and Consent to Assignment (this “Assignment”) is entered into as of October 26, 2006, by and between Apex Capital Group, Inc., a Wyoming corporation (“Assignor”), and Apex Capital Group, Inc., a Nevada corporation (“Assignee”).

WHEREAS, Assignor has right, title or interest in and to that certain Securities Exchange Agreement dated as of September 6, 2006 (the “Agreement”);

WHEREAS, Assignor wishes to assign to Assignee all of Assignor’s right, title, and interest in and to the Agreement, and Assignee wishes to accept such assignment and assume all obligations of Assignor under the Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

1. Assignor does hereby undertake and agree to assign to Assignee all of Assignor’s right, title and interest in and to the Agreement.

2. Assignee does hereby undertake and agree to assume all obligations, whether direct or indirect, under and to pay, perform, and discharge, when due (and otherwise in accordance with the relevant governing instruments and agreements), the Agreement.

3. The parties to the Agreement hereby consent to the assignment described herein.

4. This Assignment shall be governed by and construed in accordance with the laws of the State of California without giving effect to the principles of conflicts of law thereof. The parties may execute this Assignment in counterparts or by facsimile, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

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IN WITNESS WHEREOF, Assignor and Assignee, and the parties listed below have caused this Assignment to be duly executed as of the date first above written.

	ASSIGNOR:   APEX CAPITAL GROUP, INC., a Wyoming corporation
	By:	/s/ Dempsey K. Mork
		Name: Dempsey K. Mork
		Title: President and Chief Executive Officer

 

	ASSIGNEE:   APEX CAPITAL GROUP, INC., a Nevada corporation
	By:	/s/ Dempsey K. Mork
		Name: Dempsey K. Mork
		Title: President and Chief Executive Officer

 

 

FOR THE PURPOSES OF PARAGRAPH 3 ONLY:

 

ELWIN GROUP LIMITED			AVIATE INVESTMENTS LIMITED
By:	/s/ Shushun Feng		By:	/s/ Yeung So
Name: Shushun Feng			Name: Yeung So
Title: Director			Title: Director
Shushun Feng			Fei Feng
/s/ Shushun Feng			/s/ Fei Feng
Jian Zhang			Jinping Liu
/s/ Jian Zhang			/s/ Jinping Liu

 

 

Zhiqiang Zhang			Duoxiang Sun
/s/ Zhiqiang Zhang			/s/ Duoxiang Sun
Yuying Liu			Hongwei Zhou
/s/ Yuying Liu			/s/ Hongwei Zhou
Jiangao Li			Dempsey Mork
/s/ Jiangao Li			/s/ Dempsey Mork