AMENDED AND RESTATED SHARE PLEDGE AGREEMENT C(O

1.

The Party A, the Pledgee, is a wholly-owned foreign enterprise registered in Beijing, the People’s Republic of China (hereinafter “PRC”)

2.

Party C is a company registered in accordance with the laws and regulations of PRC.

3.

The Pledgors, Xue Bangyi owns 97.13% equity interests of Le Ling Jin Zang Huang ,Zheng Yilin owns 0.82% equity interests of the Company, Yang An owns 0.82% equity interests of the Company, Kong Ruifen owns 0.41% equity interests of the Company, and Wang Shuxiang owns 0.82% equity interests of the Company.

4.

Party A and C executed a “Technology Consulting and Service Agreement” (hereinafter “Exclusive Technology and Business Consulting Service Agreement” or “Service Agreement”), Call Option Agreement and Proxy Agreement on January 4, 2009.

5.

The equity owners of Party C executed a pledge agreement on January 4, 2009.  Subsequently, however, certain interests in Party C were transferred, and this Amended and Restated Share Pledge Agreement has been prepared to include the transferees in the pledge.

6.

In order to ensure that Pledgors will perform their obligations under the Service Agreement and the Pledgee can normally collect the Technology Consulting Service Fees from the Pledgors, the Pledgors agree to pledge all their equity interests in Party C as a securities for the performance of the obligations under Call Option Agreement, Proxy Agreement and payments of the Technology Consulting Service Fees under the Technology Consulting Service Agreement. As a result of the foregoing, Party A, Party B and Party C reach this Share Pledge Agreement.

                 1.2

“Equity Interest”: refers to all the equity interest in the Company legally held by the Pledgors.

 

1.3

“Principal Agreements”: refers to Technology Consulting Service Agreement, Call Option Agreement and the Proxy Agreement.

 

1.4

“Event of Default”: refers to any event in accordance with Article 7.1 hereunder.

 

1.5

“Notice of Default”: refers to the notice of default issued by the Pledgee in accordance with this Agreement.

 

2.1

The Pledgors agree to pledge their equity interests in the Company to the Pledgee as securities for their obligations under the Principal Agreement.

 

出质人以其在丙方中拥有的全部股权质押给质权人，作为各协议项下质权人权益的担保。

 

2.2

The scope of the Pledge under this Agreement covers the obligations of the Pledgors under Principal Agreements and any fees.

 

本协议项下股权质押所担保的范围为出质人在各协议项下所应当向质权人承担的各项义务及由此产生的任何费用。

 

2.3

Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.

 

本协议项下的质权是指质权人所享有的，以折价、拍卖、变卖出质人质押给质权人的股权而所得价款优先受偿的权利。

 

2.4

Without other written consent of the Pledgee, Pledge shall take effect until the obligations under the Principal Agreements will have been fulfilled. If Party C or the Pledgors cannot fulfill all or part of the obligations under the Principal Agreements at the time the term of those agreements expires, the Pledgee shall be still entitled to the pledge under this Agreement, until all the above said obligations has been fulfilled.

 

3.1

The agreement is effective as of the date first set forth above.

 

3.2

During the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Loan Agreement and Party C fails to pay exclusive technology consulting service fee in accordance with the Technology Consulting Service Agreement.

 

 

4.1

During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of the Name List of Shareholder of Le Ling Jin Zang Huang to the Pledgee within 5 days as of the date of conclusion of this Agreement.

 

4.2

If any information on the certificate of pledge has changed, the Pledgors and the Pledgee shall revise the information on the certificate within 5 days as of the date of this Agreement.

 

4.3

The Pledgee shall be entitled to collect the dividends for the equity interest.

 

5.1

The Pledgors are the legal owners of the equity interest pledged.

 

6.1

During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:

 

在本协议存续期间，出质人向质权人承诺，出质人将：

 

6.1.1

Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;

 

6.1.2

Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the

 

 

6.1.3

Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.

 

6.2

The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.

 

出质人同意，质权人按本协议之条款行使质权人的权利，不应受到出质人或出质人的承继人或受让人或任何其他人的中断或妨害。

 

6.3

The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the the Service Fee, the Pledgors shall execute in

 

 

6.4

The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.

 

7.1

The following events shall be regarded as the events of default:

 

下列事项均被视为违约事件：

 

7.1.1

Le Ling Jin Zang Huang, its successors and assignees fail to make full payment as scheduled under Principal Agreement;

 

7.1.2

 The Pledgor makes any material misleading or mistaken representations or warranties under Article 5 and 6 herein, and/or the Pledgor breaches any warranties under Article 5 and 6 herein;

 

7.1.3

The Pledgor breaches the term or condition herein;

 

7.1.4

Except that in 6.1.1, the Pledgor waives the pledged equity interest or transfers or assigns the pledged equity interest without prior written consent from the Pledgee;

 

7.2

The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or find that any event under Article 7.1 herein or any event that may result in the foregoing events has happened or is going on.

 

7.3

Unless the event of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee, at any time when the event of default happens or thereafter, may give a written notice of default to the Pledgor and require the Pledgor to immediately make full payment of the loan and the outstanding service fees under the Service Agreement and other payables or

 

 

8.1

The Pledgor shall not transfer or assign the equity interest without prior written approval from the Pledgee prior to the full repayment of Principal Agreements (whichever date last occurs).

 

在各协议项下的费用和义务尚未全部履行前，未经质权人书面同意，出质人不得转让股权。

 

8.2

The Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises the right of pledge according to 7.3 of this Agreement.

 

8.3

Subject to Article 7.3, the Pledgee may exercise the right of pledge at any time when the Pledgee gives a notice of default in accordance with Article 7.3 or thereafter.

 

受限于第7.3款的规定，质权人可在按第7.3款发出违约通知之后的任何时间里行使质权。

 

8.4

The Pledgee is entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of whole or part of the equity interest pledged herein in accordance with legal procedure until the unpaid Service Fees under the Service Agreement, the outstanding debt and all other payables of Pledgors under Loan Agreement are repaid.

 

8.5

The Pledgors shall not hinder the Pledgee from exercising the right of pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee could realize his Pledge.

 

9.1

The Pledgors shall not donate or transfer its rights and obligations herein without prior consent from the Pledgee.

 

除非经质权人事先书面明确同意，出质人无权向第三方转让其在本协议项下的任何权利和/或义务。

 

9.2

The Pledgee may transfer or assign his all or any rights and obligations under the Service Agreement to any individual specified by it (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee as if the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement, and such transfer shall only be subject to a written notice serviced to Pledgors, and at the request of the Pledgee, the Pledgors shall execute the relevant agreements and/or documents with respect to such transfer or assignment.

 

质权人可以在任何时候将其在各协议项下的全部或任何权利和义务转让给其指定的任何第三方，在这种情况下，受让人应享有和承担本协议项下质权人享有和承担的权利和义务。质权人转让各协议项下的权利和义务时，应质权人要求，出质人应就此转让签署有关协议和/或文件。

 

9.3

After the Pledgee’s change resulting from the transfer or assignment, the new parties to the pledge shall execute a new pledge contract.

 

因转让所导致的质权人变更后，新质押双方应重新签订质押协议。

 

10.1

This Agreement shall be executed in seven(7) original copies and is hold respectively by each Party, and each original copy has the same legal effect.

 

10.2

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

 

10.3

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.

 

10.4

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.

 

10.5

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.

 

10.6

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

 

10.7

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.

 

10.8

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.\

 

10.9

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

 

10.10

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

Xue Bangyi薛邦义

Zheng Yilin郑宜林

Yang An(杨安)

Kong Ruifen孔瑞芬

Wang Shuxiang王书祥