0001144204-10-056505 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 28, 2010 by and between Kingold Jewelry, Inc. (the “Company”), the parent company of Wuhan Kingold Jewelry Co., Ltd. (“Wuhan Kingold”), and Zhihong Jia (the “Executive”) (collectively the “Parties”; individually a “Party”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York
RMB SHORT-TERM LOAN AGREEMENT NUMBER0912 1002
Term Loan Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

According to the application of the Borrower , after the review of Lender who agrees to lend RMB to the Borrower for short-term loan subject to this agreement’s provisions and conditions. In order to specify the obligations and rights of two parties, and keep the credibility in seriousness, contracting parties on the basis of relevant laws and regulations of PRC, and through equal consultations, have signed this agreement on a voluntary basis to conclude the following contract.

PURCHASE OPTION AGREEMENT
Purchase Option Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

This Purchase Option Agreement (this "Agreement") is entered into by and among all the parties below in Wuhan China on June 30th, 2009:

Exclusive Management Consulting and Technical Support Agreement
Technical Support Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

This Exclusive Management Consulting and Technical Support Agreement (this “Agreement”) is entered into by and between the following two parties in Wuhan China on June 30th, 2009:

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

Reference is made to that certain Registration Rights Agreement (the “Registration Rights Agreement”) dated as of December 22, 2009, as amended on April 15, 2010, between Kingold Jewelry, Inc. (formerly, ActiveWorlds Corp.), a Delaware corporation and (the “Company"), and the investors set forth on Schedule “A” hereto (each an “Investor” and collectively, the “Investors”) whereby the Investors received certain registration rights regarding shares of the Company’s common stock purchased by the Investors, upon the terms and subject to the conditions more fully set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York

This Executive Employment Agreement (the “Agreement”) is made as of April 1, 2010 (the “Effective Date”), by and between Kingold Jewelry, Inc., a Delaware corporation (the “Company”) and Bin Liu, an individual residing at 384 Town Place, Cir, Buffalo Grove, IL 60089 (“Executive”).

MAKE GOOD ESCROW AGREEMENT
Good Escrow Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec • New York

This Make Good Escrow Agreement, dated as of December 23, 2009 (the “Agreement”), is entered into by and among ActiveWorlds Corp., a U.S. public reporting company (the “Company”), Famous Grow Holdings Limited (the “Make Good Pledgor”), the investors listed on the Schedule of Investors attached hereto as Schedule I and identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”), Baytree Capital Associates, LLC, a Delaware limited liability company, as representative of the Investors (the “Investor Agent”), and Paul Goodman, Esq., as escrow agent (“Escrow Agent”).

Leasing Agreement
Leasing Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

In accordance with the Real Estate Management of PRC and Administration of the Leasing of Urban Premises Procedures of Wuhan ,Party A and Party B have reached an agreement through friendly consultation to conclude the following contract.

Pledge of Equity Agreement
Pledge of Equity Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

This Pledge of Equity Agreement (this “Agreement”) is entered into by and between the following two parties in Wuhan China on June 30th, 2009;

Shareholders’ Voting Proxy Agreement
Shareholders’ Voting Proxy Agreement • October 29th, 2010 • Kingold Jewelry, Inc. • Services-business services, nec

This Shareholders’ Voting Proxy Agreement (this “Agreement”) is entered into by and between the following parties in Wuhan China on June 30th, 2009:

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