CHINAWE.COM INC. 2001 RESTRICTED STOCK PLAN

1. PURPOSE.

      The purpose of the Chinawe.com Inc. (the "Company") 2001 Restricted Stock
      Plan (the "Plan") is to promote the long-term growth of the Company by
      making awards of Common Stock to selected officers, directors, employees,
      consultants and other independent contractors providing or expected to
      provide valuable services contributing to the growth and success of the
      Company or its Subsidiaries.

2. DEFINITIONS.

      The following definitions are applicable to this Plan:

      Board means the Board of Directors of the Company.

      Cause means willful misconduct by the Participant in the performance of
      his duties with the Company or its Subsidiaries.

      Common Stock means the common stock, par value $.001 per share, of the
      Company.

      Participant means any officer, director, employee and consultant of the
      Company or its current or future Subsidiaries who is selected by the Board
      to participate in the Plan.

      Permanent Disability means the inability to perform the services required
      by a Participant's employment with the Company and its Subsidiaries, or
      service as a director, due to physical or mental disability which
      continues for ninety-one (91) consecutive days in any period of twelve
      (12) months.

      Restricted Period means the period of time during which Restricted Stock
      is subject to the restrictions referred to in Section 5(a) hereof.

      Restricted Stock means Common Stock which has been awarded to a
      Participant subject to the restrictions referred to in Section 5(a)
      hereof, so long as such restrictions are in effect.

      Subsidiary means any corporation of which the Company owns, directly or
      indirectly, stock having a majority of the total combined voting power of
      all classes of stock in such corporation.

3. ADMINISTRATION.

      The Plan shall be administered under the direction of the Board. The Board
      shall have sole and complete authority to (i) select the Participants;
      (ii) determine the number of shares of Common Stock to be awarded to each
      of the Participants and the terms and conditions on which such awards will
      be made; (iii) establish from time to time regulations for the
      administration of the Plan; (iv) interpret the Plan; and (v) make all
      determinations deemed necessary or advisable for the


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      administration of the Plan. All decisions, determinations and
      interpretations by the Board shall be final and binding on all
      Participants.

4. ELIGIBILITY.

      The Board shall, from time to time, select Participants from those key
      employees and directors of the Company and its Subsidiaries who, in the
      opinion of the Board, have the capacity for contributing to the success
      and growth of the Company and its Subsidiaries.

5. TERMS AND CONDITIONS OF AWARDS.

      All shares of Common Stock awarded under the Plan shall be subject to the
      following terms and conditions and to such other terms and conditions, not
      inconsistent with the Plan, as shall be prescribed by the Board in its
      sole discretion.

            (a) At the time of an award of Restricted Stock, the Board shall
            establish for each Participant one or more Restricted Periods during
            which shares of Common Stock awarded under the Plan may not be sold,
            assigned, transferred, pledged or otherwise disposed of or
            encumbered, except as hereinafter provided in Section 5(b);
            provided, however, that the Board may, in its discretion, accelerate
            such Restricted Periods with respect to outstanding awards of
            Restricted Stock. Except for such restrictions, the Participant as
            owner of Restricted Stock shall have all the rights of a stockholder
            including but not limited to the right to receive all dividends paid
            on such shares and the right to vote such shares.

            (b) Upon the death, retirement or Permanent Disability of a
            Participant, upon the involuntary termination by the Company or any
            Subsidiary for reasons other than Cause, or upon the sale of assets
            of the Company or the merger or consolidation of the Company with
            another corporation and the terms of such sale, merger or
            consolidation do not entitle the Participant to shares of the
            purchasing, surviving or resulting corporation, all of such shares
            shall be free of such restrictions. If the Participant ceases to be
            an employee of the Company or its Subsidiaries for any other reason,
            then all unvested shares of Restricted Stock therefore awarded to
            him, shall upon such termination of employment be forfeited and
            returned to the Company and available for award to another
            Participant.

            (c) Each certificate issued in respect of shares of Restricted Stock
            shall be registered in the name of the Participant and deposited by
            him, together with a stock power endorsed in blank, with the Company
            and shall bear the following (or similar) legend:

            The transferability of this certificate and the shares of stock
            represented hereby are subject to the terms and conditions
            (including, in certain circumstances, forfeiture) contained in the
            Chinawe.com Inc. 2001 Restricted Stock Plan and an Agreement entered
            into between the registered owner and the Company. A copy of such
            Plan and Agreement is on file in the office of the Company, 9A,
            Lucky Horse Industrial Building, 64 Tong Mi Road, Mongkok, Kowloon,
            Hong Kong.

            If not then registered under the Securities Act of 1933 (the "Act"),
            each certificate issued in respect of Restricted Stock awarded under
            the Plan shall bear the following (or similar) additional legend:


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            The shares represented by this certificate have not been registered
            under the Securities Act of 1933, and such shares may not be sold,
            assigned, transferred, pledged or otherwise disposed of or
            encumbered unless registered under such Securities Act, or unless,
            in the opinion of counsel for the Company, an exemption is available
            from registration.

            (d) An award of Restricted Stock shall not be effective unless the
            Participant enters into an Agreement with the Company in a form
            specified by the Board agreeing to the terms, conditions and
            restrictions of the award and such other matters as the Board shall
            in its sole discretion determine. Subject to Section 9(a), such
            terms, conditions and restrictions may be modified by the Board.

            (e) At the expiration of a Restricted Period, the Company shall
            deliver to the Participant (or his legal representatives,
            beneficiaries or heirs) the certificates of Common Stock deposited
            with it pursuant to Section 5(c) for which such Restricted Period
            has terminated.

6. STOCK SUBJECT TO THE PLAN.

      Restricted Stock shall be shares of Common Stock and will be authorized
      but unissued shares or shares acquired by the Company and held in its
      treasury. Subject to adjustment in the number and kind of shares as
      provided in Section 7 hereof, 5,000,000 shares of Common Stock shall be
      reserved for award under the Plan.

7. CHANGES IN CAPITALIZATION.

      The aggregate number of shares of Common Stock which may be awarded under
      the Plan as provided in Section 6 hereof, shall be appropriately adjusted
      for any increase or decrease in the total number of shares of the
      Company's Common Stock resulting from a division or combination of shares
      or other capital adjustment; or resulting from the payment of a stock
      dividend, or other increase or decrease in such shares by the Company.

8. EMPLOYEE AND DIRECTOR RIGHTS UNDER THE PLAN.

      No employee, director or other person shall have any right to be awarded
      Common Stock under the Plan. Neither the Plan nor any action taken
      thereunder shall be construed as giving any employee and director any
      right to be retained in the employ of the Company or its Subsidiaries, or
      as a director.

9. AMENDMENT OR TERMINATION.

            (a) The Board of Directors may amend the Plan from time to time in
            such respects as the Board of Directors may deem advisable, provided
            that no change may be made in any award theretofore granted which
            would impair the rights of a Participant, without consent of the
            Participant, and provided further, that without the approval of the
            Company's stockholders, no amendment may be made if such approval
            would be required by Rule 16b-3 under the Exchange Act for
            transactions pursuant to the Plan to continue to be exempt
            thereunder. The Board may amend Agreements between Participants and
            the Company from time to time in such respects as the Board may deem
            advisable, provided that no change may be made in any


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            award theretofore granted which would impair the rights of a
            Participant without the written consent of the Participant.

            (b) The Board of Directors may at any time terminate the Plan. Any
            such termination of the Plan shall not affect awards already in
            effect and such awards shall remain in full force and effect as if
            the Plan had not been terminated.

10. EFFECTIVE DATE AND TERM OF THE PLAN.

      The Plan shall be effective upon adoption by the Board of Directors,
      subject to approval by majority vote of the stockholders of the Company.
      No awards may be made under the Plan subsequent to December 31, 2011.


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