0001144204-08-021463 Sample Contracts

SINO-GLOBAL SHIPPING AMERICA, LTD. (a Virginia corporation) Minimum Offering: ___________ Shares of Common Stock Maximum Offering: ____________ Shares of Common Stock ($_____ per share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo • Virginia

The undersigned, Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”), hereby confirms its agreement with you as follows:

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FIRST AMENDED AND RESTATED EXCLUSIVE MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICE AGREEMENT
Exclusive Management Consulting and Technical Consulting Service Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo

This First Amended and Restated Exclusive Management Consulting and Technical Consulting Service Agreement (the “Agreement”) is made April 3, 2008 but entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):

FIRST AMENDED AND RESTATED EXCLUSIVE MARKETING AGREEMENT
Exclusive Marketing Agreement • April 9th, 2008 • Sino-Global Shipping America, Ltd. • Arrangement of transportation of freight & cargo

This First Amended and Restated Exclusive Marketing Agreement (the “Agreement”) is made April 3, 2008 but entered into effective as of November 14, 2007 by and between the following parties in Beijing, People’s Republic of China (the “PRC”):

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