0000950152-05-010291 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 30th, 2005 • China Us Bridge Capital Ltd. • Blank checks • Nevada

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) has been made as of December 21, 2005, by and among China 3C Group, a Nevada corporation (“China 3C Group"), YX Acquisition Corporation, a Nevada corporation and a wholly-owned Subsidiary of China 3C Group ("Sub”), Capital Future Development Limited, a British Virgin Islands corporation (“CFDL”), and the shareholders of CFDL, each of whom is identified on Schedule A to this Agreement (the “CFDL Shareholders”).

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Exhibit B Agreement Regarding the Joint Filing of Schedule 13D
China Us Bridge Capital Ltd. • December 30th, 2005 • Blank checks
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