exhibit 10. 1 subscription agreement by and among china 3c group and the investors listed on schedule 1 dated as of december 20, 2005 the securities offered by this subscription agreement have not been registered with or approved or disapproved by the united states securities and exchange commission, nor has such commission or any state securities bureau, commission or other regulatory authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this subscription agreement. accordingly, you may not offer or sell the offered securities in the united states or to u. s. persons ( as such term is defined in rule 902 ( k ) promulgated under the securities act of 1933, as amended ( the “ securities act ” ) ) in the absence of an effective registration statement under the securities act or evidence acceptable to us and our counsel, which may include an opinion of counsel, that registration is not required. hedging transactions involving the offered securities may not be conducted unless in compliance with the securities act. any representation to the contrary is a criminal offense. this subscription agreement may not be shown or given to any person other than the person whose name appears on schedule 1 and may not be printed or reproduced in any manner whatsoever. failure to comply with this directive can result in a violation of the securities act. any further distribution or reproduction of this subscription agreement in whole or in part, or the divulgence of any of its contents by an offeree, is unauthorized. by accepting this subscription agreement, you expressly agree to comply with these and the other restrictions contained herein. exhibit 10. 1 subscription agreement by and among china 3c group and the investors listed on schedule 1 dated as of december 20, 2005 the securities offered by this subscription agreement have not been registered with or approved or disapproved by the united states securities and exchange commission, nor has such commission or any state securities bureau, commission or other regulatory authority passed upon or endorsed the merits of this offering or the accuracy or adequacy of this subscription agreement. accordingly, you may not offer or sell the offered securities in the united states or to u. s. persons ( as such term is defined in rule 902 ( k ) promulgated under the securities act of 1933, as amended ( the “ securities act ” ) ) in the absence of an effective registration statement under the securities act or evidence acceptable to us and our counsel, which may include an opinion of counsel, that registration is not