Resales of Securities Uses in Exemption from Registration Clause

Exemption from Registration from Regulation S Subscription Agreement

The Subscriber has agreed to subscribe for and purchase shares of the Companys common stock on the terms and subject to the conditions of this Agreement.

Exemption from Registration. The Subscriber acknowledges and agrees that the Shares will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Shares will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Regulation S Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Securities will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Debt Conversion Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Creditor acknowledges and agrees that the Warrants will be offered and sold to the Creditor without such offers and sales being registered under the Securities Act and will be issued to the Creditor in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Creditor in this Agreement. As such, the Creditor further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Debt Conversion Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Creditor acknowledges and agrees that the Shares will be offered and sold to the Creditor without such offers and sales being registered under the Securities Act and will be issued to the Creditor in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Creditor in this Agreement. As such, the Creditor further acknowledges and agrees that all Shares will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Regulation S Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Shares will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Regulation S Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Units will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. The Subscriber further acknowledges and agrees that the Warrant Shares will be offered and sold without registration under the Securities Act and will only be issued to the Subscriber in an offshore transaction in accordance with Rule 903 of Regulation S of the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Regulation D Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Securities will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act, and will be issued to the Subscriber in accordance with an exemption of the registration requirements of the Securities Act provided by Rule 506 of Regulation D of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Subscriber further acknowledges that the Offering has not been reviewed by the SEC or any state or provincial securities regulatory authority.

Exemption from Registration from Subscription Agreement

THIS SUBSCRIPTION AGREEMENT (this Agreement), dated as of April 12th, 2007, by and among China Technology Development Group Corporation, a company incorporated under the laws of the British Virgin Islands with its registered address at P.O. Box 71, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands (the Issuer) and Max Winner Investments Limited, a company incorporated under the laws of the British Virgin Islands with its registered address at P.O. Box 116, Road Town, Tortola, British Virgin Islands (the Subscriber).

Exemption from Registration. The Subscriber acknowledges and agrees that the Securities will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be

Exemption from Registration from Regulation S Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Units will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. The Subscriber further acknowledges and agrees that the Warrant Shares will be offered and sold without registration under the Securities Act and will only be issued to the Subscriber in an offshore transaction in accordance with Rule 903 of Regulation S of the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. As such, the Subscriber further acknowledges and agrees that all Securities will, upon issuance, be restricted securities within the meaning of the Securities Act.

Exemption from Registration from Regulation S Subscription Agreement

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Exemption from Registration. The Subscriber acknowledges and agrees that the Shares will be offered and sold to the Subscriber without such offers and sales being registered under the Securities Act and will be issued to the Subscriber in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Subscriber in this Agreement. As such, the Subscriber further acknowledges and agrees that all Shares will, upon issuance, be restricted securities within the meaning of the Securities Act.