BRONZE MARKETING INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>20
<FILENAME>v063522_ex10-2.txt
<TEXT>
                                                                    EXHIBIT 10.2

                          SECURITIES PURCHASE AGREEMENT

      This  Securities  Purchase  Agreement  (this  "AGREEMENT")  is dated as of
February 1, 2007 by and among Bronze Marketing, Inc., a Nevada corporation,  and
all  predecessors  thereto (the  "COMPANY") and the investors  identified on the
signature pages hereto (each, an "INVESTOR" and collectively, the "INVESTORS").

      WHEREAS,  subject to the terms and  conditions set forth in this Agreement
and pursuant to Section 4(2) of the  Securities  Act (as defined below) and Rule
506  promulgated  thereunder,  the  Company  desires  to issue  and sell to each
Investor, and each Investor, severally and not jointly, desires to purchase from
the Company certain  securities of the Company,  as more fully described in this
Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby  acknowledged,  the Company and the Investors agree
as follows:

ARTICLE 1.
                                   DEFINITIONS

      1.1.  Definitions.  In addition  to the terms  defined  elsewhere  in this
Agreement,  for all purposes of this  Agreement,  the following terms shall have
the meanings indicated in this Section 1.1:

            "2007 GUARANTEED ATNI" has the meaning set forth in Section 4.11.

            "2007 MAKE GOOD SHARES" has the meaning set forth in Section 4.11.

            "2008 GUARANTEED ATNI" has the meaning set forth in Section 4.11.

            "2008 MAKE GOOD SHARES" has the meaning set forth in Section 4.11.

            "ACTION"  means any  action,  suit,  inquiry,  notice of  violation,
proceeding   (including  any  partial   proceeding  such  as  a  deposition)  or
investigation pending or threatened in writing against or affecting the Company,
any  Subsidiary or any of their  respective  properties  before or by any court,
arbitrator,   governmental  or  administrative   agency,   regulatory  authority
(federal,  state,  county,  local or foreign),  stock market,  stock exchange or
trading facility.

            "AFFILIATE"  means any Person that,  directly or indirectly  through
one or more  intermediaries,  controls or is  controlled  by or is under  common
control with a Person, as such terms are used in and construed under Rule 144.

            "BUSINESS  DAY"  means any day except  Saturday,  Sunday and any day
which is a federal legal holiday or a day on which banking  institutions  in the
State of New York or the  State of Utah are  authorized  or  required  by law or
other governmental action to close.

            "BUY-IN" has the meaning set forth in Section 4.1(c).

<PAGE>

            "CERTIFICATE OF DESIGNATION" shall mean a Certificate of Designation
to be filed prior to the Closing by the Company  with the  Secretary of State of
the State of Nevada, setting forth the rights, preferences and privileges of the
Shares, in the form attached as Exhibit A hereto.

            "CLOSING"  means the closing of the  purchase and sale of the Shares
pursuant to Article II.

            "CLOSING DATE" means the Business Day on which all of the conditions
set forth in Sections  5.1 and 5.2 hereof are  satisfied,  or such other date as
the parties may agree.

            "CLOSING ESCROW AGREEMENT" means the Closing Escrow Agreement, dated
as of the date  hereof,  between the Company and the escrow  agent (the  "ESCROW
AGENT") identified therein, in the form of Exhibit C hereto.

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON  STOCK"  means the common  stock of the  Company,  par value
$0.001 per share,  and any securities into which such common stock may hereafter
be reclassified or for which it may be exchanged as a class.

            "COMMON STOCK  EQUIVALENTS"  means any  securities of the Company or
any  Subsidiary  which entitle the holder thereof to acquire Common Stock at any
time, including without limitation,  any debt, preferred stock, rights, options,
warrants  or  other   instrument  that  is  at  any  time  convertible  into  or
exchangeable  for, or otherwise  entitles the holder thereof to receive,  Common
Stock or other  securities  that  entitle  the holder to  receive,  directly  or
indirectly, Common Stock.

            "COMPANY COUNSEL" means Thelen Reid Brown Raysman and Steiner LLP.

            "COMPANY DELIVERABLES" has the meaning set forth in Section 2.2(a).

            "DISCLOSURE MATERIALS" has the meaning set forth in Section 3.1(h).

            "EFFECTIVE  DATE"  means  the date that the  Registration  Statement
required by Section 2(a) of the Registration  Rights Agreement is first declared
effective by the Commission.

            "EVALUATION DATE" has the meaning set forth in Section 3.1(s).

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "FIRST MEETING" has the meaning set forth in Section 4.12(b).

            "GAAP" means U.S. generally accepted accounting principles.

            "INTELLECTUAL  PROPERTY RIGHTS" has the meaning set forth in Section
3.1(p).

                                       2
<PAGE>

            "INVESTMENT  AMOUNT"  means,  with  respect  to each  Investor,  the
Investment Amount indicated on such Investor's signature page to this Agreement.

            "INVESTOR DELIVERABLES" has the meaning set forth in Section 2.2(b).

            "INVESTOR PARTY" has the meaning set forth in Section 4.7.

            "LIEN" means any lien, charge, encumbrance, security interest, right
of first refusal, right of participation or other restrictions of any kind.

            "MAKE GOOD ESCROW  AGREEMENT" means the Make Good Escrow  Agreement,
dated as of the date hereof, among the Company,  Roth Capital Partners,  LLC, as
agent,  the escrow agent (the "MAKE GOOD ESCROW AGENT")  identified  therein and
Ms. Lifang Chen, in the form of Exhibit D hereto.

            "MAKE GOOD PLEDGOR" means Ms. Lifang Chen.

            "MATERIAL  ADVERSE  EFFECT"  means any of (i) a material and adverse
effect on the legality,  validity or enforceability of any Transaction Document,
(ii) a  material  and  adverse  effect on the  results  of  operations,  assets,
prospects, business or condition (financial or otherwise) of the Company and the
Subsidiaries,  taken as a whole, or (iii) an adverse impairment to the Company's
ability to  perform  on a timely  basis its  obligations  under any  Transaction
Document.

            "NEW YORK COURTS" means the state and federal  courts sitting in the
City of New York, Borough of Manhattan.

            "OUTSIDE  DATE" means the  sixtieth day  following  the date of this
Agreement.

            "PERSON"  means an individual or  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "REGISTRATION   RIGHTS  AGREEMENT"  means  the  Registration  Rights
Agreement,  dated as of the date of this  Agreement,  among the  Company and the
Investors, in the form of Exhibit B hereto.

            "REGISTRATION  STATEMENT" means a registration statement meeting the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale by the Investors of the Underlying Shares.

            "REVERSE  SPLIT" means a 1-10 reverse  stock split of the  Company's
Common Stock.

                                       3
<PAGE>

            "RULE 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "SEC REPORTS" has the meaning set forth in Section 3.1(h).

            "SECURITIES" means the Shares and the Underlying Shares.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARE DELIVERY DATE" has the meaning set forth in Section 4.1(c).

            "SHARES" means the shares of Series B Voting  Convertible  Preferred
Stock issued or issuable to the Investors pursuant to this Agreement.

            "SHORT  SALES"  include,  without  limitation,  all "short sales" as
defined in Rule 200 promulgated  under Regulation SHO under the Exchange Act and
all types of direct and indirect stock pledges, forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis),
and sales and other  transactions  through  non-US  broker  dealers  or  foreign
regulated brokers.

            "STOCKHOLDER APPROVAL" has the meaning set forth in Section 4.12.

            "SUBSIDIARY"  means any "significant  subsidiary" as defined in Rule
1-02(w) of the Regulation S-X  promulgated by the Commission  under the Exchange
Act.
            "TRADING DAY" means (i) a day on which the Common Stock is traded on
a Trading  Market  (other than the OTC  Bulletin  Board),  or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin  Board),  a
day on which  the  Common  Stock is traded in the  over-the-counter  market,  as
reported by the OTC Bulletin  Board,  or (iii) if the Common Stock is not quoted
on any  Trading  Market,  a day on  which  the  Common  Stock is  quoted  in the
over-the-counter  market as  reported  by the Pink  Sheets  LLC (or any  similar
organization  or  agency  succeeding  to its  functions  of  reporting  prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

            "TRADING MARKET" means whichever of the New York Stock Exchange, the
American  Stock  Exchange,  the NASDAQ Global Select  Market,  the NASDAQ Global
Market,  the NASDAQ  Capital  Market or OTC  Bulletin  Board on which the Common
Stock is listed or quoted for trading on the date in question.

            "TRANSACTION  DOCUMENTS"  means this  Agreement,  the Certificate of
Designation,  the Registration  Rights Agreement,  the Closing Escrow Agreement,
the Make Good Escrow Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder.

            "UNDERLYING  SHARES" means the shares of Common Stock  issuable upon
conversion or exchange of the Shares.

                                       4
<PAGE>

                                   ARTICLE 2.
                                PURCHASE AND SALE

      2.1.  Closing.  Subject  to the  terms  and  conditions  set forth in this
Agreement, at the Closing the Company shall issue and sell to each Investor, and
each Investor shall,  severally and not jointly,  purchase from the Company, the
Shares  representing such Investor's  Investment  Amount. The Closing shall take
place at the offices of Bryan Cave LLP, 1290 Avenue of the  Americas,  New York,
NY 10104 on the  Closing  Date or at such other  location or time as the parties
may agree.

      2.2. Closing Deliveries.  (a) At the Closing, the Company shall deliver or
cause  to  be  delivered  to  each   Investor  the   following   (the   "COMPANY
DELIVERABLES"):

                  (i) one or more stock  certificates,  evidencing Shares with a
stated value equal to such Investor's Investment Amount,  registered in the name
of such Investor;

                  (ii) a copy of the executed,  filed and effective  Certificate
of Designation,  accompanied by a certificate  evidencing the acceptance thereof
by the Secretary of State of the State of Nevada;

                  (iii) an executed consent of at least a majority of the shares
of Common Stock then outstanding,  irrevocably  approving the items set forth in
Section 4.12(a) herein;

                  (iv)  the  Closing  Escrow  Agreement,  duly  executed  by all
parties thereto;

                  (v) the Make  Good  Escrow  Agreement,  duly  executed  by all
parties thereto;

                  (vi) the legal  opinion of Company  Counsel,  in agreed  form,
addressed to the Investors; and

                  (vii) the Registration Rights Agreement,  duly executed by the
Company.

            (b) Following its execution of this  Agreement,  each Investor shall
deliver or cause to be delivered the following (the "INVESTOR DELIVERABLES"):

                  (i) to the  Escrow  Agent  for  deposit  and  disbursement  in
accordance with the Closing Escrow Agreement,  its Investment  Amount, in United
States  dollars  and in  immediately  available  funds,  by wire  transfer to an
account designated in writing by the Company for such purpose; and

                  (ii) to the Company,  the Registration Rights Agreement,  duly
executed by such Investor.

                                       5
<PAGE>

                                   ARTICLE 3.
                         REPRESENTATIONS AND WARRANTIES

      3.1.  Representations  and  Warranties of the Company.  The Company hereby
makes the following representations and warranties to each Investor:

            (a) Subsidiaries. The Company has no direct or indirect Subsidiaries
other than as  specified  in the SEC  Reports.  Except as  disclosed in Schedule
3.1(a),  the Company owns,  directly or indirectly,  all of the capital stock of
each  Subsidiary  free and clear of any and all  Liens,  and all the  issued and
outstanding  shares of capital stock of each  Subsidiary  are validly issued and
are fully  paid,  non-assessable  and free of  preemptive  and  similar  rights.
Immediately  after the Closing,  the Company shall own 100% of the capital stock
of Sutor Steel  Technology  Co., Ltd.  ("SUTOR") in accordance with that certain
Share Exchange Agreement,  dated September 7, 2006, by and among the Company (as
successor to BTHC III,  Inc.),  Sutor and the  stockholders of Sutor (the "SHARE
EXCHANGE  AGREEMENT"),  free and clear of all Liens. From and after the Closing,
the term "Subsidiaries" shall include Sutor, with the effect that all references
to  Subsidiaries in the  representations  and warranties in this Agreement shall
also refer to Sutor.

            (b) Organization and Qualification.  The Company and each Subsidiary
are duly  incorporated  or  otherwise  organized,  validly  existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as  applicable),  with the  requisite  power and  authority  to own and use its
properties  and  assets and to carry on its  business  as  currently  conducted.
Neither the Company nor any  Subsidiary is in violation of any of the provisions
of its  respective  certificate  or articles of  incorporation,  bylaws or other
organizational  or charter  documents.  The Company and each Subsidiary are duly
qualified to conduct its  respective  businesses  and are in good  standing as a
foreign  corporation or other entity in each jurisdiction in which the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, could not, individually or in the aggregate, have or reasonably
be expected to result in a Material Adverse Effect.

            (c)  Authorization;  Enforcement.  The  Company  has  the  requisite
corporate  power and authority to enter into and to consummate the  transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the  Company  and no  further  action  is  required  by the  Company  in
connection therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Company and, when  delivered in accordance  with
the terms  hereof,  will  constitute  the valid and  binding  obligation  of the
Company  enforceable against the Company in accordance with its terms, except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement of,  creditors'  rights and remedies or by
other equitable principles of general application.

                                       6
<PAGE>

            (d) No Conflicts.  The  execution,  delivery and  performance of the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  or
articles of incorporation,  bylaws or other organizational or charter documents,
or (ii) conflict  with, or constitute a default (or an event that with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights of termination,  amendment, acceleration or cancellation (with or without
notice, lapse of time or both) of, any agreement, credit facility, debt or other
instrument  (evidencing  a Company or  Subsidiary  debt or  otherwise)  or other
understanding  to which the Company or any Subsidiary is a party or by which any
property  or asset of the Company or any  Subsidiary  is bound or  affected,  or
(iii)  result in a violation  of any law,  rule,  regulation,  order,  judgment,
injunction,  decree or other restriction of any court or governmental  authority
to which the Company or a  Subsidiary  is subject  (including  federal and state
securities  laws and  regulations),  or by which  any  property  or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii),  such as could not,  individually  or in the  aggregate,
have or reasonably be expected to result in a Material Adverse Effect.

            (e) Filings,  Consents and Approvals. The Company is not required to
obtain any consent,  waiver,  authorization  or order of, give any notice to, or
make any filing or registration  with, any court or other federal,  state, local
or  other  governmental  authority  or  other  Person  in  connection  with  the
execution, delivery and performance by the Company of the Transaction Documents,
other  than (i) the  filing  with  the  Commission  of one or more  Registration
Statements  in  accordance  with the  requirements  of the  Registration  Rights
Agreement, (ii) filings required by state securities laws, (iii) the filing of a
Notice of Sale of Securities on Form D with the Commission under Regulation D of
the Securities Act, (iv) the filings required in accordance with Section 4.5 and
(v) those that have been made or obtained prior to the date of this Agreement.

            (f)  Issuance  of the Shares.  Upon the  Stockholder  Approval,  the
Securities  will be duly  authorized and, when issued and paid for in accordance
with the Transaction Documents,  will be duly and validly issued, fully paid and
nonassessable,  free and clear of all  Liens.  Upon  Stockholder  Approval,  the
Company will reserve from its duly authorized capital stock the shares of Common
Stock issuable pursuant to this Agreement in order to issue the Shares.

                                       7
<PAGE>

            (g) Capitalization. The number of shares and type of all authorized,
issued and  outstanding  capital stock of the Company,  and all shares of Common
Stock  reserved for issuance  under the Company's  various  option and incentive
plans, is specified in the SEC Reports.  Except as specified in the SEC Reports,
no securities of the Company are entitled to preemptive or similar  rights,  and
no  Person  has  any  right  of  first  refusal,   preemptive  right,  right  of
participation,   or  any  similar  right  to  participate  in  the  transactions
contemplated  by the  Transaction  Documents.  Except  as  specified  in the SEC
Reports, there are no outstanding options,  warrants,  scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities,
rights or obligations convertible into or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments,  understandings  or  arrangements  by  which  the  Company  or  any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights  convertible or  exchangeable  into shares of Common Stock.
The issue and sale of the Securities  will not,  immediately or with the passage
of  time,  obligate  the  Company  to  issue  shares  of  Common  Stock or other
securities  to any Person  (other than the  Investors)  and will not result in a
right of any holder of Company  securities to adjust the  exercise,  conversion,
exchange or reset price under such securities.

            (h) SEC  Reports;  Financial  Statements.  The Company has filed all
reports  required to be filed by it under the  Securities  Act and the  Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months
preceding the date hereof (or such shorter period as the Company was required by
law to file such reports) (the foregoing  materials being collectively  referred
to  herein  as the  "SEC  REPORTS"  and,  together  with the  Schedules  to this
Agreement (if any), the "DISCLOSURE  MATERIALS") on a timely basis or has timely
filed a valid  extension  of such  time of  filing  and has  filed  any such SEC
Reports prior to the expiration of any such  extension.  As of their  respective
dates, the SEC Reports  complied in all material  respects with the requirements
of the Securities Act and the Exchange Act and the rules and  regulations of the
Commission  promulgated  thereunder,  and none of the SEC  Reports,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting  requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial  statements have been prepared in accordance with
GAAP applied on a consistent basis during the periods involved, except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  Subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The Sutor Financial  Statements  comply in all material respects with applicable
accounting  requirements  and the rules and  regulations of the Commission  with
respect  thereto  as in  effect  at the  time of  filing.  The  Sutor  Financial
Statements  have been prepared in  accordance  with GAAP applied on a consistent
basis during the periods involved,  except as may be otherwise specified in such
financial  statements or the notes  thereto,  and fairly present in all material
respects the financial position of Sutor and its consolidated Subsidiaries as of
and for the dates thereof and the results of  operations  and cash flows for the
periods then ended,  subject,  in the case of unaudited  statements,  to normal,
immaterial, year-end audit adjustments.

            (i) Press Releases.  The press releases  disseminated by the Company
during the twelve months  preceding the date of this Agreement  taken as a whole
do not  contain  any  untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made and
when made, not misleading.

                                       8
<PAGE>

            (j) Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports,  except as specifically disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not  incurred any  liabilities  (contingent  or  otherwise)
other than (A) trade payables,  accrued expenses and other liabilities  incurred
in the  ordinary  course  of  business  consistent  with past  practice  and (B)
liabilities not required to be reflected in the Company's  financial  statements
pursuant  to  GAAP  or  required  to be  disclosed  in  filings  made  with  the
Commission,  (iii) the Company has not altered its method of  accounting  or the
identity of its auditors, (iv) the Company has not declared or made any dividend
or  distribution  of cash or other  property to its  stockholders  or purchased,
redeemed or made any  agreements to purchase or redeem any shares of its capital
stock, and (v) the Company has not issued any equity  securities to any officer,
director or Affiliate,  except pursuant to existing  Company stock option plans.
The  Company  does not have  pending  before  the  Commission  any  request  for
confidential treatment of information.

            (k)  Litigation.  There is no Action which (i) adversely  affects or
challenges the legality,  validity or  enforceability  of any of the Transaction
Documents or the Securities or (ii) except as specifically  disclosed in the SEC
Reports,  could, if there were an unfavorable  decision,  individually or in the
aggregate,  have or  reasonably  be  expected  to result in a  Material  Adverse
Effect.  Neither  the Company nor any  Subsidiary,  nor any  director or officer
thereof  (in his or her  capacity  as such),  is or has been the  subject of any
Action  involving a claim of violation of or  liability  under  federal or state
securities laws or a claim of breach of fiduciary  duty,  except as specifically
disclosed in the SEC Reports.  There has not been,  and to the  knowledge of the
Company,  there is not pending any investigation by the Commission involving the
Company or any  current or former  director or officer of the Company (in his or
her  capacity as such).  The  Commission  has not issued any stop order or other
order suspending the  effectiveness  of any registration  statement filed by the
Company or any Subsidiary under the Exchange Act or the Securities Act.

            (l) Labor  Relations.  No material  labor dispute  exists or, to the
knowledge of the Company,  is imminent  with respect to any of the  employees of
the Company.

            (m)  Compliance.  Neither the Company nor any  Subsidiary  (i) is in
default  under or in violation  of (and no event has occurred  that has not been
waived that, with notice or lapse of time or both,  would result in a default by
the Company or any  Subsidiary  under),  nor has the  Company or any  Subsidiary
received  notice  of a  claim  that  it is in  default  under  or  that it is in
violation of, any indenture,  loan or credit agreement or any other agreement or
instrument  to which it is a party  or by which it or any of its  properties  is
bound  (whether or not such default or violation  has been  waived),  (ii) is in
violation of any order of any court,  arbitrator or governmental  body, or (iii)
is or  has  been  in  violation  of  any  statute,  rule  or  regulation  of any
governmental authority, including without limitation all foreign, federal, state
and local laws relating to taxes, environmental protection,  occupational health
and safety, product quality and safety and employment and labor matters,  except
in each case as could not, individually or in the aggregate,  have or reasonably
be expected to result in a Material Adverse Effect. The Share Exchange Agreement
complies with all applicable  laws,  rules and  regulations of the United States
and the  People's  Republic  of China.  The  Company is in  compliance  with all
effective  requirements of the Sarbanes-Oxley  Act of 2002, as amended,  and the
rules and regulations  thereunder,  that are applicable to it, except where such
noncompliance  could not have or  reasonably be expected to result in a Material
Adverse Effect.

                                       9
<PAGE>

            (n) Regulatory Permits. The Company and the Subsidiaries possess all
certificates,  authorizations  and permits  issued by the  appropriate  federal,
state,  local or foreign  regulatory  authorities  necessary  to  conduct  their
respective businesses as described in the SEC Reports,  except where the failure
to possess such permits could not,  individually  or in the  aggregate,  have or
reasonably be expected to result in a Material  Adverse Effect,  and neither the
Company nor any Subsidiary  has received any notice of  proceedings  relating to
the revocation or modification of any such permits.

            (o) Title to Assets.  The Company and the Subsidiaries have good and
marketable  title in fee  simple  to all  real  property  owned by them  that is
material to their  respective  businesses and good and  marketable  title in all
personal property owned by them that is material to their respective businesses,
in each case free and clear of all Liens,  except for Liens as do not materially
affect the value of such property and do not  materially  interfere with the use
made  and  proposed  to be  made  of  such  property  by  the  Company  and  the
Subsidiaries.  Any real property and facilities  held under lease by the Company
and the  Subsidiaries  are held by them under valid,  subsisting and enforceable
leases of which the Company and the  Subsidiaries  are in compliance,  except as
could not,  individually or in the aggregate,  have or reasonably be expected to
result in a Material Adverse Effect.

            (p) Patents and Trademarks.  The Company and the Subsidiaries  have,
or have rights to use, all patents, patent applications,  trademarks,  trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights  that  are  necessary  or  material  for  use in  connection  with  their
respective  businesses  as described in the SEC Reports and which the failure to
so have could,  individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect (collectively, the "INTELLECTUAL PROPERTY
RIGHTS").  Neither the Company nor any  Subsidiary has received a written notice
that the  Intellectual  Property  Rights used by the  Company or any  Subsidiary
violates or infringes upon the rights of any Person.  Except as set forth in the
SEC Reports,  to the knowledge of the Company,  all such  Intellectual  Property
Rights are enforceable  and there is no existing  infringement by another Person
of any of the Intellectual Property Rights.

            (q)  Insurance.  The  Company  and the  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such amounts as are prudent and customary in the  businesses in which the
Company and the Subsidiaries  are engaged.  The Company has no reason to believe
that it will not be able to renew its and the Subsidiaries'  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers  as may  be  necessary  to  continue  its  business  on  terms
consistent with market for the Company's and such Subsidiaries' respective lines
of business.

            (r) Transactions With Affiliates and Employees.  Except as set forth
in the SEC Reports, none of the officers or directors of the Company and, to the
knowledge  of the Company,  none of the  employees of the Company is presently a
party to any  transaction  with the  Company or any  Subsidiary  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring payments to or from any officer,  director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

                                       10
<PAGE>

            (s) Internal Accounting  Controls.  The Company and the Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
GAAP and to maintain asset  accountability,  (iii) access to assets is permitted
only in accordance with management's general or specific authorization, and (iv)
the recorded  accountability  for assets is compared with the existing assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.  The Company has established disclosure controls and procedures (as
defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the Company and
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the Company,  including its Subsidiaries,  is made known
to the certifying officers by others within those entities,  particularly during
the  period in which  the  Company's  Form 10-K or 10-Q,  as the case may be, is
being   prepared.   The  Company's   certifying   officers  have  evaluated  the
effectiveness  of the Company's  controls and procedures in accordance with Item
307 of  Regulation  S-K under the Exchange Act for the  Company's  most recently
ended fiscal quarter or fiscal year-end (such date, the "EVALUATION  DATE"). The
Company  presented  in its  most  recently  filed  Form  10-K or Form  10-Q  the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures  based on their  evaluations as of the Evaluation  Date.
Since the  Evaluation  Date,  there  have  been no  significant  changes  in the
Company's  internal  controls  (as  such  term  is  defined  in Item  308(c)  of
Regulation S-K under the Exchange Act) or, to the Company's knowledge,  in other
factors that could significantly affect the Company's internal controls.

            (t) Solvency.  Based on the financial condition of the Company as of
the Closing Date (and assuming that the Closing  shall have  occurred),  (i) the
Company's  fair  saleable  value of its assets  exceeds  the amount that will be
required to be paid on or in respect of the Company's  existing  debts and other
liabilities  (including known contingent  liabilities) as they mature,  (ii) the
Company's  assets do not constitute  unreasonably  small capital to carry on its
business  for the  current  fiscal year as now  conducted  and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements  of the business  conducted by the Company,  and projected  capital
requirements and capital  availability  thereof, and (iii) the current cash flow
of the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets,  after taking into account all anticipated  uses of
the cash,  would be  sufficient  to pay all amounts on or in respect of its debt
when such amounts are required to be paid.  The Company does not intend to incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).

            (u)  Certain  Fees.  Except as  described  in  Schedule  3.1(u),  no
brokerage or finder's fees or commissions  are or will be payable by the Company
to any  broker,  financial  advisor  or  consultant,  finder,  placement  agent,
investment  banker,  bank or  other  Person  with  respect  to the  transactions
contemplated  by this  Agreement.  The Investors  shall have no obligation  with
respect  to any fees or with  respect  to any  claims  (other  than such fees or
commissions owed by an Investor pursuant to written agreements  executed by such
Investor  which fees or  commissions  shall be the sole  responsibility  of such
Investor) made by or on behalf of other Persons for fees of a type  contemplated
in this Section that may be due in connection with the transactions contemplated
by this Agreement.

                                       11
<PAGE>

            (v)  Certain  Registration  Matters.  Assuming  the  accuracy of the
Investors'  representations and warranties set forth in Section  3.2(b)-(e),  no
registration  under the Securities Act is required for the offer and sale of the
Securities by the Company to the Investors under the Transaction Documents.  The
Company is  eligible to register  its Common  Stock for resale by the  Investors
under Form S-1  promulgated  under the  Securities  Act.  Except as specified in
Schedule  3.1(v),  the  Company has not granted or agreed to grant to any Person
any rights (including  "piggy-back"  registration rights) to have any securities
of  the  Company  registered  with  the  Commission  or any  other  governmental
authority that have not been satisfied.

            (w) Listing and Maintenance Requirements. Except as specified in the
SEC Reports,  the Company has not, in the two years  preceding  the date hereof,
received notice from any Trading Market to the effect that the Company is not in
compliance with the listing or maintenance requirements thereof. The Company is,
and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with the listing and maintenance requirements for continued
listing of the Common  Stock on the Trading  Market on which the Common Stock is
currently  listed or quoted.  The issuance and sale of the Securities  under the
Transaction  Documents  does not  contravene  the rules and  regulations  of the
Trading Market on which the Common Stock is currently  listed or quoted,  and no
approval of the  stockholders  of the  Company  thereunder  is required  for the
Company to issue and deliver to the Investors the Securities contemplated by the
Transaction Documents.

            (x) Investment Company.  The Company is not, and is not an Affiliate
of, and immediately  following the Closing will not have become,  an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

            (y) Application of Takeover  Protections.  The Company has taken all
necessary  action,  if any, in order to render  inapplicable  any control  share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company's
Articles of  Incorporation  (or similar  charter  documents)  or the laws of its
state of incorporation  that is or could become applicable to the Investors as a
result  of the  Investors  and  the  Company  fulfilling  their  obligations  or
exercising  their  rights under the  Transaction  Documents,  including  without
limitation the Company's issuance of the Securities and the Investors' ownership
of the Securities.

            (z)  No  Additional  Agreements.  The  Company  does  not  have  any
agreement or  understanding  with any Investor with respect to the  transactions
contemplated  by the  Transaction  Documents  other  than  as  specified  in the
Transaction Documents.

            (aa)  Consultation  with  Auditors.  The Company has  consulted  its
independent  auditors  concerning the accounting  treatment of the  transactions
contemplated  by the  Transaction  Documents,  and in  connection  therewith has
furnished such auditors complete copies of the Transaction Documents.

            (bb) Make Good  Shares.  Make Good  Pledgor  is the sole  record and
beneficial  owner of the 2007 Make Good  Shares and 2008 Make Good  Shares,  and
holds such shares free and clear of all pledges, liens and encumbrances.

                                       12
<PAGE>

            (cc) Disclosure. The Company confirms that neither it nor any Person
acting on its behalf has  provided  any  Investor  or its  respective  agents or
counsel with any information  that the Company  believes  constitutes  material,
non-public  information  concerning  the  Company,  the  Subsidiaries  or  their
respective businesses, except insofar as the existence and terms of the proposed
transactions contemplated hereunder may constitute such information. The Company
understands  and  confirms  that  the  Investors  will  rely  on  the  foregoing
representations  and  covenants in effecting  transactions  in securities of the
Company.  All disclosure  provided to the Investors  regarding the Company,  the
Subsidiaries or their respective  businesses and the  transactions  contemplated
hereby,  furnished  by or on  behalf of the  Company  (including  the  Company's
representations and warranties set forth in this Agreement) are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

Each  Investor  acknowledges  and agrees that the Company has not made nor makes
any representations or warranties with respect to the transactions  contemplated
hereby other than those specifically set forth in this Section 3.1.

      3.2.  Representations  and  Warranties  of the  Investors.  Each  Investor
hereby,  for itself and for no other  Investor,  represents  and warrants to the
Company as follows:

            (a)  Organization;  Authority.  Such  Investor  is  an  entity  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  with the requisite  corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated by the applicable  Transaction Documents and otherwise to carry out
its  obligations  thereunder.  The execution,  delivery and  performance by such
Investor  of the  transactions  contemplated  by this  Agreement  has been  duly
authorized by all necessary corporate or, if such Investor is not a corporation,
such partnership,  limited liability company or other applicable like action, on
the part of such Investor.  Each of this Agreement and the  Registration  Rights
Agreement has been duly executed by such  Investor,  and when  delivered by such
Investor in accordance  with the terms  hereof,  will  constitute  the valid and
legally  binding  obligation  of  such  Investor,   enforceable  against  it  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation or
similar laws relating to, or affecting  generally the enforcement of, creditors'
rights and remedies or by other equitable principles of general application.

            (b) Investment Intent.  Such Investor is acquiring the Securities as
principal for its own account for  investment  purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice,  however,  to such Investor's right at all times to sell or otherwise
dispose of all or any part of such  Securities  in  compliance  with  applicable
federal  and  state  securities  laws.  Subject  to  the  immediately  preceding
sentence,  nothing contained herein shall be deemed a representation or warranty
by such Investor to hold the Securities for any period of time. Such Investor is
acquiring the Securities hereunder in the ordinary course of its business.  Such
Investor does not have any agreement or  understanding,  directly or indirectly,
with any Person to distribute any of the Securities.

                                       13
<PAGE>

            (c)  Investor  Status.  At the time such  Investor  was  offered the
Securities,  it was, and at the date hereof it is, an  "accredited  investor" as
defined  in Rule  501(a)  under  the  Securities  Act.  Such  Investor  is not a
registered broker-dealer under Section 15 of the Exchange Act.

            (d)  General  Solicitation.  Such  Investor  is not  purchasing  the
Securities  as  a  result  of  any  advertisement,   article,  notice  or  other
communication  regarding the Securities published in any newspaper,  magazine or
similar media or broadcast over  television or radio or presented at any seminar
or any other general solicitation or general advertisement.

            (e) Access to Information.  Such Investor  acknowledges  that it has
reviewed the Disclosure  Materials and has been afforded (i) the  opportunity to
ask such questions as it has deemed  necessary of, and to receive  answers from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering  of the  Securities  and the  merits  and  risks  of  investing  in the
Securities;  (ii) access to information  about the Company and the  Subsidiaries
and their  respective  financial  condition,  results of  operations,  business,
properties,  management  and  prospects  sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information that
the Company possesses or can acquire without unreasonable effort or expense that
is  necessary  to make an  informed  investment  decision  with  respect  to the
investment.  Neither such inquiries nor any other investigation  conducted by or
on behalf of such Investor or its representatives or counsel shall modify, amend
or affect such Investor's right to rely on the truth,  accuracy and completeness
of the  Disclosure  Materials and the Company's  representations  and warranties
contained  in  the  Transaction  Documents.   Such  Investor  acknowledges  that
notwithstanding  the foregoing,  the draft of the  Registration  Statement to be
filed on Form S-1 in connection with the transactions  contemplated  hereby that
was provided to such Investor was incomplete in the form  distributed,  and such
Investor  is not  relying on such draft on Form S-1 in making  its  decision  to
enter into the transactions contemplated hereby.

            (f) Certain  Trading  Activities.  Such Investor has not directly or
indirectly,  nor  has  any  Person  acting  on  behalf  of or  pursuant  to  any
understanding with such Investor,  engaged in any transactions in the securities
of the Company (including,  without  limitations,  any Short Sales involving the
Company's  securities)  since  the  earlier  to occur of (1) the time  that such
Investor  was first  contacted  by the  Company or Roth  Capital  Partners,  LLC
regarding an investment in the Company and (2) the 30th day prior to the date of
this Agreement. Such Investor covenants that neither it nor any Person acting on
its  behalf  or  pursuant  to any  understanding  with  it  will  engage  in any
transactions in the securities of the Company  (including  Short Sales) prior to
the time that the  transactions  contemplated  by this  Agreement  are  publicly
disclosed.

            (g) Independent Investment Decision. Such Investor has independently
evaluated the merits of its decision to purchase the Securities  pursuant to the
Transaction Documents,  and such Investor confirms that it has not relied on the
advice of any other  Investor's  business  and/or  legal  counsel in making such
decision.  Such  Investor has not relied on the business or legal advice of Roth
Capital Partners,  LLC or any of its agents, counsel or Affiliates in making its
investment decision  hereunder,  and confirms that none of such Persons has made
any  representations  or  warranties  to such  Investor in  connection  with the
transactions contemplated by the Transaction Documents.

                                       14
<PAGE>

The  Company  acknowledges  and agrees  that no  Investor  has made or makes any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 3.2.

                                   ARTICLE 4.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1. (a) Securities  may only be disposed of in compliance  with state and
federal securities laws. In connection with any transfer of the Securities other
than  pursuant to an effective  registration  statement,  to the Company,  to an
Affiliate  of an  Investor or in  connection  with a pledge as  contemplated  in
Section 4.1(b), the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor, the form and substance
of which opinion shall be reasonably  satisfactory to the Company, to the effect
that such transfer does not require registration of such transferred  Securities
under the Securities Act.

            (b)   Certificates   evidencing  the  Securities  will  contain  the
following legend, until such time as they are not required under Section 4.1(c):

            [NEITHER  THESE   SECURITIES   NOR  THE  SECURITIES   ISSUABLE  UPON
            CONVERSION  OF  THESE  SECURITIES  HAVE  BEEN   REGISTERED]   [THESE
            SECURITIES  HAVE  NOT  BEEN  REGISTERED]  WITH  THE  SECURITIES  AND
            EXCHANGE  COMMISSION  OR THE  SECURITIES  COMMISSION OF ANY STATE IN
            RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES
            ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),  AND,  ACCORDINGLY,
            MAY  NOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
            REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT OR PURSUANT TO AN
            AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE
            REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND IN ACCORDANCE
            WITH  APPLICABLE  STATE  SECURITIES  LAWS  AS  EVIDENCED  BY A LEGAL
            OPINION OF COUNSEL TO THE  TRANSFEROR TO SUCH EFFECT,  THE SUBSTANCE
            OF WHICH  SHALL BE  REASONABLY  ACCEPTABLE  TO THE  COMPANY.  [THESE
            SECURITIES  AND THE  SECURITIES  ISSUABLE  UPON  CONVERSION OF THESE
            SECURITIES]  [THESE  SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A
            BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

                                       15
<PAGE>

      The Company acknowledges and agrees that an Investor may from time to time
pledge,  and/or  grant a  security  interest  in  some or all of the  Securities
pursuant to a bona fide margin  agreement in connection  with a bona fide margin
account  and, if required  under the terms of such  agreement  or account,  such
Investor may transfer  pledged or secured  Securities to the pledgees or secured
parties.  Such a pledge or transfer  would not be subject to approval or consent
of the Company and no legal  opinion of legal  counsel to the  pledgee,  secured
party or pledgor shall be required in connection with the pledge, but such legal
opinion may be required  in  connection  with a  subsequent  transfer  following
default by the Investor transferee of the pledge. No notice shall be required of
such pledge. At the appropriate Investor's expense, the Company will execute and
deliver  such  reasonable  documentation  as  a  pledgee  or  secured  party  of
Securities may reasonably request in connection with a pledge or transfer of the
Securities  including  the  preparation  and filing of any  required  prospectus
supplement  under  Rule  424(b)(3)  of the  Securities  Act or other  applicable
provision  of the  Securities  Act to  appropriately  amend the list of  Selling
Stockholders  thereunder.  Except as otherwise  provided in Section 4.1(c),  any
Securities  subject to a pledge or  security  interest as  contemplated  by this
Section  4.1(b)  shall  continue  to bear the legend  set forth in this  Section
4.1(b) and be  subject  to the  restrictions  on  transfer  set forth in Section
4.1(a).

            (c) Certificates  evidencing Underlying Shares shall not contain any
legend (including the legend set forth in Section 4.1(b)):  (i) following a sale
or transfer of such  Underlying  Shares  pursuant to an  effective  registration
statement  (including a  Registration  Statement),  or (ii)  following a sale or
transfer of such Underlying Shares pursuant to Rule 144 (assuming the transferee
is not an Affiliate of the Company),  or (iii) while such Underlying  Shares are
eligible  for sale  under  Rule  144(k).  If an  Investor  shall  make a sale or
transfer of Underlying Shares either (x) pursuant to Rule 144 or (y) pursuant to
a registration statement and in each case shall have delivered to the Company or
the Company's  transfer agent the  certificate  representing  Underlying  Shares
containing a  restrictive  legend which are the subject of such sale or transfer
and a representation letter in customary form (the date of such sale or transfer
and  Underlying  Share  delivery  being the "SHARE  DELIVERY  DATE") and (1) the
Company  shall  fail to  deliver  or cause to be  delivered  to such  Investor a
certificate   representing   such  Underlying  Shares  that  is  free  from  all
restrictive  or other  legends  by the third  Trading  Day  following  the Share
Delivery Date and (2) following  such third Trading Day after the Share Delivery
Date and  prior to the time  such  Underlying  Shares  are  received  free  from
restrictive  legends,  the  Investor,  or any  third  party  on  behalf  of such
Investor,  purchases  (in an open market  transaction  or  otherwise)  shares of
Common  Stock to  deliver  in  satisfaction  of a sale by the  Investor  of such
Underlying  Shares  (a  "BUY-IN"),  then the  Company  shall  pay in cash to the
Investor (for costs incurred  either directly by such Investor or on behalf of a
third party) the amount by which the total  purchase price paid for Common Stock
as a result of the Buy-In (including brokerage  commissions,  if any) exceed the
proceeds  received by such Investor as a result of the sale to which such Buy-In
relates.  The Investor shall provide the Company  written notice  indicating the
amounts payable to the Investor in respect of the Buy-In.

      4.2.  Furnishing  of  Information.  As  long  as  any  Investor  owns  the
Securities,  the  Company  covenants  to timely  file (or obtain  extensions  in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the  Company  after  the date  hereof  pursuant  to the
Exchange  Act. As long as any Investor  owns  Securities,  if the Company is not
required to file reports  pursuant to such laws,  it will prepare and furnish to
the Investors and make  publicly  available in accordance  with Rule 144(c) such
information as is required for the Investors to sell the Underlying Shares under
Rule 144. The Company further covenants that it will take such further action as
any holder of Securities may reasonably request, all to the extent required from
time to time to  enable  such  Person  to sell  the  Underlying  Shares  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by Rule 144.

                                       16
<PAGE>

      4.3. Integration. The Company shall not, and shall use its best efforts to
ensure that no Affiliate of the Company shall,  sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities Act of the sale of the Securities to the Investors,  or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and regulations of any Trading Market in a manner that would require stockholder
approval of the sale of the Securities to the Investors.

      4.4.  Subsequent  Registrations.  Other than pursuant to the  Registration
Statement,   prior  to  the  Effective  Date,  the  Company  may  not  file  any
registration statement (other than on Form S-8) with the Commission with respect
to any securities of the Company.

      4.5. Securities Laws Disclosure;  Publicity.  By 9:00 a.m. (New York time)
on the Trading Day following the execution of this  Agreement,  and by 9:00 a.m.
(New York time) on the Trading Day following the Closing Date, the Company shall
issue press releases  disclosing the  transactions  contemplated  hereby and the
Closing.  On the Trading Day  following  the  execution  of this  Agreement  the
Company will file a Current  Report on Form 8-K disclosing the material terms of
the  Transaction  Documents  (and  attach as exhibits  thereto  the  Transaction
Documents),  and on the Trading Day  following the Closing Date the Company will
file an  additional  Current  Report on Form 8-K to  disclose  the  Closing.  In
addition, the Company will make such other filings and notices in the manner and
time required by the Commission and the Trading Market on which the Common Stock
is  listed.  Notwithstanding  the  foregoing,  the  Company  shall not  publicly
disclose  the name of any  Investor,  or include the name of any Investor in any
filing  with the  Commission  (other  than the  Registration  Statement  and any
exhibits  to filings  made in respect of this  transaction  in  accordance  with
periodic filing requirements under the Exchange Act) or any regulatory agency or
Trading Market,  without the prior written  consent of such Investor,  except to
the extent such disclosure is required by law or Trading Market regulations.

      4.6.  Limitation on Issuance of Future Priced  Securities.  During the six
months  following  the Closing  Date,  the  Company  shall not issue any "Future
Priced Securities" as such term is described by NASD IM-4350-1.

      4.7.  Indemnification of Investors.  In addition to the indemnity provided
in the Registration  Rights  Agreement,  the Company will indemnify and hold the
Investors and their directors, officers,  shareholders,  partners, employees and
agents  (each,  an  "INVESTOR   PARTY")   harmless  from  any  and  all  losses,
liabilities,  obligations,  claims, contingencies,  damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys'  fees and costs of  investigation  (collectively,  "Losses") that any
such  Investor  Party  may  suffer or incur as a result  of or  relating  to any
misrepresentation,   breach  or  inaccuracy  of  any  representation,  warranty,
covenant  or  agreement  made by the  Company in any  Transaction  Document.  In
addition to the indemnity  contained  herein,  the Company will  reimburse  each
Investor Party for its reasonable  legal and other expenses  (including the cost
of any investigation,  preparation and travel in connection  therewith) incurred
in connection therewith, as such expenses are incurred.  Except as otherwise set
forth  herein,  the  mechanics  and  procedures  with  respect to the rights and
obligations  under  this  Section  4.7  shall be the same as those  set forth in
Section 5 of the Registration Rights Agreement.

                                       17
<PAGE>

      4.8. Non-Public Information. The Company covenants and agrees that neither
it nor any other  Person  acting on its behalf will  provide any Investor or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public  information,  unless prior thereto such Investor shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands  and confirms that each Investor shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

      4.9. Listing of Securities. The Company agrees, (i) if the Company applies
to have the Common Stock traded on any other Trading Market,  it will include in
such  application the Underlying  Shares,  and will take such other action as is
necessary or desirable to cause the Underlying Shares to be listed on such other
Trading  Market  as  promptly  as  possible,  and (ii) it will  take all  action
reasonably  necessary to continue the listing and trading of its Common Stock on
a Trading  Market and will comply in all material  respects  with the  Company's
reporting, filing and other obligations under the bylaws or rules of the Trading
Market.

      4.10. Use of Proceeds. The Company will use the net proceeds from the sale
of  the  Shares   hereunder  for  working  capital  purposes  and  not  for  the
satisfaction  of any portion of the Company's  debt (other than payment of trade
payables and accrued  expenses in the ordinary course of the Company's  business
and consistent  with prior  practices),  or to redeem any Common Stock or Common
Stock Equivalents.

      4.11. Make Good Shares.

            (a) Make Good Pledgor  agrees that if the  After-Tax  Net Income for
the fiscal year ended June 30, 2007 reported in the  Company's  Annual Report on
Form 10-K for the fiscal year ending June 30, 2007, as filed with the Commission
(the "2007  ANNUAL  REPORT")  is less than  $18,900,000  (the  "2007  GUARANTEED
ATNI"),  Make Good  Pledgor will  transfer to each  Investor on a pro rata basis
(based  upon  such  Investor's  Investment  Amount  relative  to  the  aggregate
Investment Amount of all Investors hereunder) for no additional consideration, a
number of shares of Common Stock as equals: [($18,900,000 - the actual After-Tax
Net  Income  reported  in  the  2007  Annual  Report)/$18,900,000]  * 50% of the
Underlying Shares which would be issuable in accordance with Section 6(a) of the
Certificate of Designation  (but without regard to any  restrictions  or caps on
conversion  contained in the Certificate of Designation or otherwise  applicable
to such Shares)  upon a full  conversion  of such  Investor's  Shares  issued at
Closing  and then held at the time of such  determination  (the  "2007 MAKE GOOD
SHARES").  If the Company's audited  consolidated  financial  statements for the
fiscal year ended June 30, 2007 specify that the 2007 Guaranteed ATNI shall have
been  achieved,  no transfer  of the 2007 Make Good Shares  shall be required by
this Section and all 2007 Make Good Shares  deposited  with the Make Good Escrow
Agent shall be returned to the Make Good  Pledgor  within 7 Business  Days after
the date which the 2007 Annual Report is filed with the Commission and otherwise
in accordance with the Make Good Escrow  Agreement.  Transfers of 2007 Make Good
Shares required under this Section shall be made to Investors  within 7 Business
Days after the date which the 2007  Annual  Report is filed with the  Commission
and otherwise in accordance with the Make Good Escrow Agreement.

                                       18
<PAGE>

            (b) The Make Good Pledgor  agrees that, if the  Company's  After-Tax
Net Income  reported in the Company's  Annual Report on Form 10-K for the fiscal
year  ending  June 30,  2008,  as filed with the  Commission  (the "2008  ANNUAL
REPORT")  is less than  $23,500,000  (the  "2008  GUARANTEED  ATNI"),  Make Good
Pledgor  will  transfer to each  Investor  on a pro rata basis  (based upon such
Investor's  Investment Amount relative to the aggregate Investment Amount of all
Investors  hereunder)  for no  additional  consideration,  a number of shares of
Common Stock as equals: [($23,500,000 - the actual After-Tax Net Income reported
in the 2008 Annual  Report)/$23,500,000]  * 50% of the  Underlying  Shares which
would  be  issuable  in  accordance  with  Section  6(a) of the  Certificate  of
Designation  (but  without  regard  to any  restrictions  or caps on  conversion
contained in the  Certificate  of  Designation  or otherwise  applicable to such
Shares) upon a full conversion of such  Investor's  Shares issued at Closing and
then held at the time of such  determination  (the "2008 MAKE GOOD SHARES").  If
the 2008 Annual Report  indicates that the Company shall have satisfied the 2008
Guaranteed  ATNI test  specified  above for such  period,  then no  transfer  to
Investors  of 2008 Make Good Shares  shall be  required by this  Section and all
2008  Make  Good  Shares  deposited  with the Make Good  Escrow  Agent  shall be
returned to the Make Good  Pledgor  within 7 Business  Days after the date which
the Company's  2008 Annual Report is filed with the  Commission and otherwise in
accordance  with the Make Good  Escrow  Agreement.  Transfers  of 2008 Make Good
Shares required under this Section shall be made to Investors  within 7 Business
Days after the date which the  Company's  2008  Annual  Report is filed with the
Commission  and  otherwise in  accordance  with the Make Good Escrow  Agreement.
Notwithstanding anything to the contrary contained herein, in the event that the
release  of the 2007  Make  Good  Shares  or the 2008  Make  Good  Shares to the
Investors or the Make Good Pledgor is deemed to be an expense or deduction  from
revenues/income  of the Company for the applicable year, as required under GAAP,
then such  expense or deduction  shall be excluded  for purposes of  determining
whether or not the 2007  Guaranteed  ATNI or the 2008  Guaranteed  ATNI has been
achieved by the Company.

            (c) In connection with the foregoing,  Make Good Pledgor agrees that
within one Trading Day following the Closing, Make Good Pledgor will deposit all
potential  2007  Make Good  Shares  and 2008 Make  Good  Shares  into  escrow in
accordance with the Make Good Escrow Agreement along with bank signature stamped
stock powers  endorsed in blank,  and the handling and  disposition  of the 2007
Make Good  Shares and 2008 Make Good Shares  shall be  governed by this  Section
4.11 and such Make Good Escrow Agreement. The parties hereby agree that the Make
Good  Pledgors  obligation  to  transfer  shares  of Common  Stock to  Investors
pursuant  to this  Section  shall  continue to run to the benefit of an Investor
only to the  extent  of the  portion  of such  Securities  which  have  not been
transferred  or sold by such  Investor,  and that  Investors  shall not have the
right to assign its rights to receive all or any such shares of Common  Stock to
other Persons in conjunction  with  negotiated  sales or transfers of any of its
Securities.  The 2007 Make Good Shares or 2008 Make Good Shares,  as applicable,
corresponding  to Securities which have been transferred or sold by an Investor,
shall be returned to the Make Good Pledgor within 7 Business Days after the date
which the Company's 2007 Annual Report or 2008 Annual Report, as applicable,  is
filed with the Commission.

                                       19
<PAGE>

            (d) The Company  covenants  and agrees that upon any transfer  under
this Section of 2007 Make Good Shares and 2008 Make Good Shares to the Investors
in  accordance  with  Section 4 of the Make Good Escrow  Agreement,  the Company
shall  promptly  reissue  such 2007 Make Good Shares or 2008 Make Good Shares in
the  applicable  Investor's  name  and  deliver  the  same as  directed  by such
Investor.

      4.12. Stockholder Approval.

            (a) The Company  covenants  and agrees to obtain the approval of its
stockholders in order to (i) increase the number of authorized  shares of Common
Stock, (ii) change the name of the Company from Bronze Marketing,  Inc. to Sutor
Technology  Group  Limited,  and (iii) to effectuate  the Reverse  Split,  which
stockholder approval shall be deemed to occur on the thirtieth day following the
filing by the Company of the  definitive  information  statement on Schedule 14C
pertaining thereto  (collectively  "STOCKHOLDER  APPROVAL") as soon as possible,
but in no event later than March 16, 2007.

            (b) In  furtherance  of  obtaining  the  Stockholder  Approval,  the
Company shall (a) adopt proper resolutions  authorizing the actions set forth in
subsection (a) above,  (b) the Board of Directors of the Company shall recommend
and the Company shall otherwise use its best efforts to promptly and duly obtain
stockholder approval, including, without limitation, soliciting proxies from its
stockholders in connection  therewith in the same manner as all other management
proposals  in  such  proxy   statement   and  having  all   management-appointed
proxy-holders  vote their  proxies in favor of such  proposals to carry out such
resolutions  (and  hold  a  special  meeting  of the  stockholders  as  soon  as
practicable,  but in any event not later than the 60th day after delivery of the
proxy or other  applicable  materials  relating to such  meeting) and (c) within
three  Business  Days of  obtaining  such  stockholder  authorization,  take all
actions  necessary to effectuate  the actions set forth in  subsections  (a)(i),
(a)(ii) and (a)(iii) above. If the Company does not obtain Stockholder  Approval
at the first meeting (the "FIRST  MEETING"),  the Company shall,  in addition to
satisfying  clauses  (a),  (b) and (c) as  contemplated  above,  call a  special
meeting of its  stockholders  on the first  Business Day of each fiscal  quarter
thereafter to seek Stockholder  Approval until the date Stockholder  Approval is
obtained.

      4.13.  Ranking.  The  Shares  shall  rank  senior  to any  class of equity
security of the Company.

      4.14.  Acknowledgment  of  Dilution.  The  Company  acknowledges  that the
issuance  of  Underlying  Shares  upon  conversion  of  Shares  will  result  in
substantial  dilution of the  outstanding  shares of Common  Stock.  The Company
further  acknowledges  that its obligation to honor conversions under the Shares
is  unconditional  and  absolute  and  not  subject  to any  right  of set  off,
counterclaim,  delay or reduction, regardless of the effect of any such dilution
or any claim that the Company may have against any Investor.

      4.15.  Reservation of Shares. Upon Stockholder Approval, the Company shall
maintain a reserve  from its duly  authorized  shares of Common  Stock to comply
with its  conversion  obligations  under the Shares.  If on any date the Company
would be, if notice of conversion  were to be delivered on such date,  precluded
from issuing the number of Underlying Shares issuable upon conversion in full of
the Shares due to the  unavailability  of a sufficient  number of authorized but
unissued or reserved shares of Common Stock,  then the Board of Directors of the
Company shall promptly prepare and mail to the stockholders of the Company proxy
materials or other applicable  materials  requesting  authorization to amend the
Company's  certificate  of  incorporation  or other  organizational  document to
increase the number of shares of Common Stock which the Company is authorized to
issue so as to provide enough shares for issuance of the Underlying  Shares.  In
connection therewith,  the Board of Directors shall (a) adopt proper resolutions
authorizing  such increase,  (b) recommend to and otherwise use its best efforts
to promptly  and duly obtain  stockholder  approval  (including  the hiring of a
nationally  recognized  proxy solicitor firm) to carry out such resolutions (and
hold a special meeting of the  stockholders  as soon as practicable,  but in any
event  not  later  than  the  60th  day  after  delivery  of the  proxy or other
applicable materials relating to such meeting) and (c) within five Business Days
of obtaining such stockholder  authorization,  file an appropriate  amendment to
the Company's  certificate of incorporation or other organizational  document to
evidence such increase.

                                       20
<PAGE>

                                   ARTICLE 5.
                         CONDITIONS PRECEDENT TO CLOSING

      5.1. Conditions  Precedent to the Obligations of the Investors to Purchase
Securities. The obligation of each Investor to acquire Securities at the Closing
is  subject to the  satisfaction  or waiver by such  Investor,  at or before the
Closing, of each of the following conditions:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of the  Company  contained  herein  shall be true and correct in all
material  respects as of the date when made and as of the Closing as though made
on and as of such date;

            (b)  Performance.  The Company shall have  performed,  satisfied and
complied in all material respects with all covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by it at or prior to the Closing;

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent  jurisdiction that
prohibits  the  consummation  of  any of the  transactions  contemplated  by the
Transaction Documents;

            (d) Adverse Changes.  Since the date of execution of this Agreement,
no event or series of events shall have occurred that  reasonably  could have or
result in a Material Adverse Effect or a material adverse change with respect to
Sutor;

            (e) Sutor Financial  Statements.  Sutor shall have delivered audited
financial statements for the fiscal years ended June 30, 2006, 2005 and 2004 and
unaudited  financial  statements for the interim period ended September 30, 2006
(collectively, the "SUTOR FINANCIAL STATEMENTS");

            (f) PRC Opinion.  The Company shall have delivered to the Investors,
and the Investors shall be able to rely upon, the legal opinion that Sutor shall
have  received  from its legal  counsel in the  People's  Republic of China that
confirms the legality under Chinese law of the  restructuring  being effected by
Sutor in connection with the Share Exchange Agreement,  the obligations of which
having  been  assigned  to and  assumed by the  Company,  and that is  otherwise
satisfactory to the Company, the stockholders of Sutor, Sutor and the Investors;

                                       21
<PAGE>

            (g)  Share  Exchange  Agreement  Form  8-K.  Concurrently  with  the
Closing, the Company shall have acquired all of the outstanding capital stock of
Sutor  pursuant to the Share Exchange  Agreement,  and the Company shall provide
the Investors with the Current Report on Form 8-K to be filed on the Trading Day
following the closing date under the Share  Exchange  Agreement,  containing the
requisite  audited financial  statements of Sutor and other required  disclosure
with respect to Sutor;

            (h) Company  Deliverables.  The  Company  shall have  delivered  the
Company Deliverables in accordance with Section 2.2(a); and

            (i) Termination. This Agreement shall not have been terminated as to
such Investor in accordance with Section 6.5.

      5.2.  Conditions  Precedent  to the  Obligations  of the  Company  to sell
Securities.  The obligation of the Company to sell  Securities at the Closing is
subject to the satisfaction or waiver by the Company,  at or before the Closing,
of each of the following conditions:

            (a)   Representations   and  Warranties.   The  representations  and
warranties  of each Investor  contained  herein shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made on and as of such date;

            (b) Performance.  Each Investor shall have performed,  satisfied and
complied in all material respects with all covenants,  agreements and conditions
required by the  Transaction  Documents to be  performed,  satisfied or complied
with by such Investor at or prior to the Closing;

            (c) No Injunction.  No statute, rule,  regulation,  executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent  jurisdiction that
prohibits  the  consummation  of  any of the  transactions  contemplated  by the
Transaction Documents;

            (d) Investors  Deliverables.  Each Investor shall have delivered its
Investors Deliverables in accordance with Section 2.2(b); and

            (e) Termination. This Agreement shall not have been terminated as to
such Investor in accordance with Section 6.5.

                                   ARTICLE 6.
                                  MISCELLANEOUS

      6.1. Fees and Expenses.  Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party  incident  to the  negotiation,  preparation,  execution,
delivery and performance of the Transaction Documents. The Company shall pay all
stamp  and other  taxes and  duties  levied in  connection  with the sale of the
Securities.

                                       22
<PAGE>

      6.2.  Entire  Agreement.  The  Transaction  Documents,  together  with the
Exhibits and Schedules thereto,  contain the entire understanding of the parties
with respect to the subject  matter hereof and  supersede all prior  agreements,
understandings,  discussions and representations,  oral or written, with respect
to such  matters,  which the  parties  acknowledge  have been  merged  into such
documents, exhibits and schedules.

      6.3.  Notices.  Any and all notices or other  communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication  is delivered via  facsimile  (provided the sender
receives a  machine-generated  confirmation of successful  transmission)  at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
number  specified  in this  Section on a day that is not a Trading  Day or later
than 6:30 p.m.  (New York City time) on any  Trading  Day,  (c) the  Trading Day
following the date of mailing, if sent by U.S. nationally  recognized  overnight
courier service,  or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and  communications  shall be
as follows:

      If to the Company:      Bronze Marketing, Inc.
                              No 8, Huaye Road, Dongbang Industrial Park
                              Changshu, China, 215534
                              Attn: Chairman
                              Facsimile:  86-512-52687771

      With a copy to:         Thelen Reid Brown Raysman and Steiner LLP
                              701 8th Street NW
                              Washington, D.C. 20001
                              Facsimile:  (202) 508-4321
                              Attn.:  Joseph R. Tiano, Jr., Esq.

      If to an Investor:      To the address set forth under such Investor's
                              name on the signature pages hereof;

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

      6.4.  Amendments;  Waivers; No Additional  Consideration.  No provision of
this Agreement may be waived or amended except in a written instrument signed by
the Company and the Investors holding a majority of the Securities. No waiver of
any default with respect to any  provision,  condition  or  requirement  of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any  subsequent  default  or a  waiver  of any  other  provision,  condition  or
requirement  hereof, nor shall any delay or omission of either party to exercise
any right  hereunder  in any manner  impair the  exercise of any such right.  No
consideration  shall be offered or paid to any Investor to amend or consent to a
waiver or modification  of any provision of any Transaction  Document unless the
same consideration is also offered to all Investors who then hold Securities. In
the event of any  discrepancy  between this  Agreement  and the Make Good Escrow
Agreement, the terms of the Make Good Escrow Agreement shall apply to the extent
of such discrepancy.

                                       23
<PAGE>

      6.5. Termination. This Agreement may be terminated prior to Closing:

            (a) by written agreement of the Investors and the Company; and

            (b)  by the  Company  or an  Investor  (as to  itself  but no  other
Investor) upon written notice to the other,  if the Closing shall not have taken
place by 6:30 p.m. Eastern time on the Outside Date; provided, that the right to
terminate this Agreement under this Section 6.5(b) shall not be available to any
Person whose  failure to comply with its  obligations  under this  Agreement has
been the cause of or  resulted  in the  failure  of the  Closing  to occur on or
before such time.

      In the event of a termination  pursuant to this Section, the Company shall
promptly notify all non-terminating  Investors. Upon a termination in accordance
with this  Section 6.5, the Company and the  terminating  Investor(s)  shall not
have any  further  obligation  or  liability  (including  as  arising  from such
termination)  to the other and no Investor  will have any liability to any other
Investor under the Transaction Documents as a result therefrom.

      6.6.  Construction.  The headings herein are for convenience  only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict  construction  will be applied against any party. This Agreement
shall be construed as if drafted  jointly by the parties,  and no presumption or
burden of proof shall arise favoring or  disfavoring  any party by virtue of the
authorship  of any  provisions  of  this  Agreement  or  any of the  Transaction
Documents.

      6.7.  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties and their successors and permitted  assigns.
The Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investors.  Any Investor may assign any
or all of its rights under this  Agreement  to any Person to whom such  Investor
assigns or transfers any Shares,  provided such transferee  agrees in writing to
be bound, with respect to the transferred  Shares, by the provisions hereof that
apply to the "Investors."

      6.8. No  Third-Party  Beneficiaries.  This  Agreement  is intended for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other  Person,  except as otherwise set forth in Section 4.7 (as to each
Investor Party).

      6.9. Governing Law. All questions  concerning the construction,  validity,
enforcement  and  interpretation  of this  Agreement  shall be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all  Proceedings  concerning the  interpretations,  enforcement  and
defense  of the  transactions  contemplated  by this  Agreement  and  any  other
Transaction  Documents (whether brought against a party hereto or its respective
Affiliates,  employees or agents) shall be commenced exclusively in the New York
Courts.   Each  party  hereto  hereby  irrevocably   submits  to  the  exclusive
jurisdiction  of the  New  York  Courts  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein (including with respect to the enforcement of the any of the
Transaction Documents),  and hereby irrevocably waives, and agrees not to assert
in  any  Proceeding,  any  claim  that  it is  not  personally  subject  to  the
jurisdiction  of any such New  York  Court,  or that  such  Proceeding  has been
commenced  in an  improper  or  inconvenient  forum.  Each party  hereto  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such  Proceeding  by  mailing a copy  thereof  via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted  by law.  Each  party  hereto  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions  contemplated  hereby.  If either party shall
commence a Proceeding to enforce any provisions of a Transaction Document,  then
the prevailing  party in such Proceeding  shall be reimbursed by the other party
for its reasonable  attorneys'  fees and other costs and expenses  incurred with
the investigation, preparation and prosecution of such Proceeding.

                                       24
<PAGE>

      6.10. Survival. The representations,  warranties, agreements and covenants
contained herein shall survive the Closing and the delivery of the Shares.

      6.11.   Execution.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

      6.12.  Severability.  If any  provision  of this  Agreement  is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      6.13.  Rescission and Withdrawal  Right.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction Documents, whenever any Investor exercises a right, election, demand
or option under a Transaction  Document and the Company does not timely  perform
its related obligations within the periods therein provided,  then such Investor
may rescind or withdraw,  in its sole  discretion from time to time upon written
notice to the Company,  any relevant  notice,  demand or election in whole or in
part without prejudice to its future actions and rights.

      6.14.  Replacement  of  Securities.   If  any  certificate  or  instrument
evidencing any Securities is mutilated,  lost, stolen or destroyed,  the Company
shall  issue or cause to be issued in  exchange  and  substitution  for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument,  but only upon receipt of evidence reasonably satisfactory to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such  replacement  Securities.  If a replacement
certificate  or  instrument  evidencing  any  Securities  is requested  due to a
mutilation  thereof,   the  Company  may  require  delivery  of  such  mutilated
certificate  or  instrument  as a  condition  precedent  to  any  issuance  of a
replacement.

                                       25
<PAGE>

      6.15.  Remedies.  In  addition to being  entitled  to exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Investors  and the Company  will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be
adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate. 6.16. Payment Set Aside. To the extent that the
Company makes a payment or payments to any Investor  pursuant to any Transaction
Document or an Investor  enforces or exercises its rights  thereunder,  and such
payment or payments or the proceeds of such  enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside,  recovered from, disgorged by or are required to be refunded,  repaid
or otherwise  restored to the Company,  a trustee,  receiver or any other person
under any law  (including,  without  limitation,  any  bankruptcy  law, state or
federal law, common law or equitable cause of action), then to the extent of any
such  restoration  the  obligation  or part  thereof  originally  intended to be
satisfied  shall be revived  and  continued  in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

      6.17.  Independent  Nature  of  Investors'  Obligations  and  Rights.  The
obligations of each Investor under any Transaction  Document are several and not
joint with the  obligations  of any other  Investor,  and no  Investor  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Investor  under any  Transaction  Document.  The  decision  of each  Investor to
purchase Securities pursuant to the Transaction  Documents has been made by such
Investor independently of any other Investor. Nothing contained herein or in any
Transaction  Document,  and no action  taken by any Investor  pursuant  thereto,
shall be deemed to constitute the Investors as a partnership,  an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Investors  are in any way acting in  concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Documents. Each
Investor  acknowledges  that no other  Investor  has  acted  as  agent  for such
Investor in connection with making its investment hereunder and that no Investor
will be acting as agent of such  Investor  in  connection  with  monitoring  its
investment  in the  Securities  or enforcing  its rights  under the  Transaction
Documents.  Each Investor shall be entitled to independently protect and enforce
its  rights,  including  without  limitation  the  rights  arising  out of  this
Agreement  or  out of the  other  Transaction  Documents,  and it  shall  not be
necessary  for any other  Investor  to be joined as an  additional  party in any
proceeding for such purpose. The Company acknowledges that each of the Investors
has been provided with the same Transaction Documents for the purpose of closing
a  transaction  with  multiple  Investors  and not  because it was  required  or
requested to do so by any Investor.

                                       26
<PAGE>

      6.18.  Limitation of  Liability.  Notwithstanding  anything  herein to the
contrary,  the Company acknowledges and agrees that the liability of an Investor
arising directly or indirectly,  under any Transaction Document of any and every
nature  whatsoever shall be satisfied solely out of the assets of such Investor,
and that no trustee, officer, other investment vehicle or any other Affiliate of
such  Investor or any  investor,  shareholder  or holder of shares of beneficial
interest of such a Investor  shall be personally  liable for any  liabilities of
such Investor.

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                           SIGNATURE PAGES FOLLOW]


                                       27
<PAGE>

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                                        BRONZE MARKETING, INC.


                                        By:______________________________
                                          Name:
                                          Title:

                                        Only as to Section 4.11 herein:


                                        --------------------------------------
                                        Lifang Chen



                 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                    SIGNATURE PAGES FOR INVESTORS FOLLOW]


                                       28
<PAGE>

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

                                    NAME OF INVESTOR


                                    -----------------------------------------


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                    Investment Amount:  $
                                                         ---------------------

                                    Tax ID No.:
                                               -------------------------------


                                    ADDRESS FOR NOTICE

                                    c/o:
                                        ----------------------------------------

                                    Street:
                                           -----------------------------------

                                    City/State/Zip:
                                                   ---------------------------

                                    Attention:
                                              --------------------------------

                                    Tel:
                                        --------------------------------------

                                    Fax:
                                        --------------------------------------


                                    DELIVERY INSTRUCTIONS
                                       (if different from above)

                                    c/o:
                                        ----------------------------------------

                                    Street:
                                           -----------------------------------

                                    City/State/Zip:
                                                   ---------------------------

                                    Attention:
                                              --------------------------------

                                    Tel:
                                        --------------------------------------



</TEXT>
</DOCUMENT>
