June 24, 2009 Baoding Shengde Paper Co., Ltd And Liu Zhenyong Zhao Shuangxi Liu Xiaodong __________________________________________ of Hebei Baoding Orient Paper Milling Co., Ltd Proxy Agreement __________________________________________ Proxy Agreement

5.3

Each Shareholder represents and warrants as the following:

6.1

This Agreement has been duly executed by the parties’ authorized representatives. The parties hereby acknowledge that if either of the shareholders holds the equity interests of Orient Paper, the other person shall continue to perform this Agreement without time limit.

6.2

If any shareholder transfers it equity interest in Orient Paper with advance consent of Shengde Paper, it will cease to be a party of this Agreement, while the obligation and commitment of the other shareholder shall not be negatively affected.

7.1

Any communications among parties of this Agreement, including notice, requirement and offer shall be delivered in written form.

7.2

In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered five (5) Business Days from the time of posting.

8.1

The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) shall ask for remedy measures in reasonable time. If the Breaching Party does not perform any remedy measures in the reasonable time required by the Observant Party or within 10 days after the written notice of the Observant Party, then (1) if the shareholders or Orient Paper is the breaching party, Shengde Paper can terminate this Agreement and ask for remedies; (2) if Shengde Paper is the breaching party, the observant party shall ask for remedies, but cannot terminate the Agreement.

8.2

The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

8.3

Article 8 shall survive after the agreement is ceased or terminated.

9.1

This Agreement shall be executed in five (5) original copies in Chinese and is hold respectively by each Party, and each original copy has the same legal effect.

9.2

The execution, validity, interpretation, performance, amendment, termination and the dispute resolution of this agreement are governed by the laws of PRC

9.3

The Parties shall strive to settle any dispute, conflicts, or compensation claims arising from the interpretation or performance (including any issue relating to the existence, validity and termination) in connection with this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) day after one party ask for the settlement, each party can submit such matter to China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its rules. The arbitration award shall be final and conclusive and binding upon the Parties.

9.4

Any right, power or remedy granted to a party by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms or laws and regulations. And one party’s performance of its right, power and remedy does not exclude the party from performing other right, power and remedy.

9.5

No failure or delay by any Party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent

time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

9.6

The headings are for convenience and under no circumstances; the headings shall affect the interpretation of the articles of the agreement.

9.7

This Agreement is severable. If any clause of this Agreement is judged as invalid or non-enforceable according to relevant PRC Laws, such clause shall be deemed invalid only within the applicable area of the PRC Laws, and without affecting other clauses hereof in any way.

9.8

The Parties may amend and supply this Agreement with a written agreement. The amendment and supplement duly executed by the Parties shall be a part of this Agreement and shall have the same legal effect as this Agreement.

9.9

Without prior written approval of one party , the other party can not transfer, pledge or assign any right, benefit or obligation under this agreement.

9.10

This agreement is binding to all the parties herein and their respective lawful successors and assignees.