Amendment and Restatement Agreement

DATED: 30 April 2008

Hong Kong/020/063588-00001/JDH/MRH:

L_LIVE_APAC1:530139v2

Amendment and Restatement Agreement

between

Xdlong International Company Limited

as Company

Elevatech Limited

as Investor

and

Xx Xxx Shuipan

as Founder Shareholder

relating to

a Subscription Agreement dated 28 March 2008

THIS AGREEMENT is dated 30 April 2008 and made

BETWEEN:

(1) XDLONG INTERNATIONAL COMPANY LIMITED, (“Company”), registered in the Cayman Islands having company number CT-207339 and having its registered office at Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands;

(2) ELEVATECH LIMITED, (“Investor”), a company incorporated in Hong Kong and having its registered office at 68th Floor, Xxxxxx Kong Center, 0 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx; and

(3) XX XXX SHUIPAN (“Founder Shareholder”), holder of PRC passport number X00000000 of Xx. 000, Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx Village, Chendai Town, Jinjiang City, Fujian Province, PRC.

Background:

A. The parties to this Agreement (“Parties”) are parties to a subscription agreement with respect to a certain number of preferred shares in the issued share capital of the Company dated 28 March 2008 (“Subscription Agreement”).

B. The Parties have agreed to amend and restate the Subscription Agreement on and subject to the terms of this Agreement.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT THE PARTIES AGREE as follows:

1. Interpretation

1.1 The terms of clauses 1.1 and 1.2 of the Subscription Agreement shall apply to this Agreement with such changes as are necessary.

2. Amendments to the Subscription Agreement

2.1 With effect from the date of this Agreement, the Subscription Agreement is amended and restated by:

(A) deleting the words struck out in the copy of the Subscription Agreement that is annexed to this Agreement as Annexure A; and

(B) inserting the words which are double underlined in the copy of the Subscription Agreement that is annexed to this Agreement as Annexure A.

2.2 With effect from the date of this Agreement, the rights and obligations of the parties to the Subscription Agreement shall be governed by the Subscription Agreement as amended and restated in the form annexed to this Agreement as Annexure A.

3. Amendments not to Affect Validity, Rights or Obligations

3.1 Continuing Provisions

The provisions of the Subscription Agreement shall, in respect of the period up to the date of this Agreement, continue in full force and effect in accordance with their terms.

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3.2 No Prejudice or Discharge

Nothing in this Agreement:

(A) prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Subscription Agreement before the date of this Agreement; or

(B) discharges, releases or otherwise affects any liability or obligation arising under the Subscription Agreement before the date of this Agreement.

4. General

4.1 The terms of clauses 13.2, 13.5, 13.7 and 13.8 of the Subscription Agreement shall be incorporated into this Agreement and have effect in full as if set out in this Agreement and as if references therein to “this Agreement” are references to this Agreement and such other changes as are necessary.

5. Law and Jurisdiction

5.1 The terms of clause 15 of the Subscription Agreement shall be incorporated into this Agreement and have effect in full as if set out in this Agreement and as if references therein to “this Agreement” are references to this Agreement and such other changes as are necessary.

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AS WITNESS the hands of the parties or their duly authorised representatives the day and year first above written.

Xx Xxx Shulpan duly authorised for and on behalf of XDLONG INTERNATIONAL COMPANY LIMITED	) ) ) )
SIGNED by XX XXX SHUIPAN	)
SIGNED by Mr Xxxxx Xxxxx duly authorised for and on behalf of the ELEVATECH LIMITED	) ) )

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AS WITNESS the hands of the parties or their duly authorised representatives the day and year first above written.

Xx Xxx Shuipan duly authorised for and on behalf Of XDLONG INTERNATIONAL COMPANY LIMITED	) ) ) )
SIGNED by XX XXX SHUIPAN	)
SIGNED by Mr Xxxxx Xxxxx duly authorised for and on behalf of the ELEVATECH LIMITED	) ) )

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