Exhibit 10.28


 


 


 


 








 


SERVICE AGREEMENT


 


THIS SERICE AGREEMENT (“Agreement”)
is entered into as of the 1st day of September, 2010 between China Housing and Land Development, Inc., whose principal offices
are at 6 Youyi Dong Road, Xi’an , China 710054 (hereinafter referred to as the Company”) and Suiyin Gao, having an
address at _____________ (hereinafter referred to as the “Director”) to provide the terms under which the Director
shall perform his functions as a elected independent director to the Board of Directors of the Company during his or her respective
terms.


 


WHEREAS, the Company’s
business consists of the development of land and properties and activities incidental thereto (the “Business”) and
the Company is a public company subject to the securities laws and rules and other applicable laws and rules of the United States
and China;


 


WHEREAS, the Company
recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the
terms and conditions set forth herein; and


 


WHEREAS, the Director
is prepared to commit to such services in return for specific arrangements on compensation and other benefits on the terms and
conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director
do hereby agree as follows:


 


		1.	DUTIES OF THE DIRECTOR



 


		1.1	The Director shall carry out his/her duty as an independent director to the Company for a term
of one year unless terminated earlier by the majority vote of the board of directors and shall make himself or herself available
to perform such functions in keeping with all the applicable laws, rules and regulations of the United States and the People’s
Republic of China, including not limited to the applicable securities laws, the laws of the State of Delaware.



 


		1.2	The Director hereby agrees faithfully to render the service expected of an independent director
and to promote the interests of the Company to the best of his ability and keep his or her duty of care, confidentiality and loyalty
among other duties. The Director further agrees to devote necessary time, attention, skill and best efforts to the performance
of his duties under this Agreement.



 






    	 



    	 



    

 


		1.3	The Director shall have such power and authority as shall reasonably be required to enable him
to perform his duties hereunder in an efficient manner.



 


		1.4	The Director shall not self-deal or do anything harmful to the interest of the Company or its shareholders
and shall not engage in any insider trading or similar activities.



 


		1.5	The Director shall maintain her or his standing and capacity as an “independent director”
under the relevant rules of the Securities and Exchange Commission and relevant rules and regulations of relevant stock exchanges
and shall not engage in any employment or service with the Company or otherwise that may impair such standing.



 


		2.	COMPENSATION AND EXPENSES



 


During his or her term
as a Director until the ease of his or her function as a Director:


 


		2.1	The Company agrees to pay the Director and annual retainer (the “Retainer”) of $15,000
to be paid quarterly. In addition, the Director shall be granted a total of 5,000 shares of the common stock of the Company (“Shares”)
for every year of service rendered to the Company to be granted at the end of each calendar year.



 


		2.2	The Company shall promptly pay or reimburse the Director for all reasonable expenses actually and
properly (in accordance with the Company’s policy) incurred or paid by him in connection with the performance of his services
under this Agreement (including, without limitation, travel expenses) upon presentation of expense statements or vouchers or such
other supporting documentation in such form and containing such information as the Company may from time to time require.



 


		3.	MISCELLANEOUS



 


		3.1	This Agreement expresses the entire understanding and agreement of the parties and supersedes any
and all prior agreements and understandings, whether written or oral, relating in any way to the subject matter of this Agreement.
This Agreement cannot be modified, amended or supplemented except by a written instrument or instruments executed by each of the
parties hereto.



 


		3.2	This Agreement shall have a term during the period the director serves as a director of the Company
until such time he or she is removed by the board of directors by a vote of the majority or not elected by the next shareholders
meeting whichever comes earlier.



 


		3.3	All rights and remedies herein granted or referred to are cumulative, resort to one shall not preclude
resort to another. No waiver by either party of a breach of this Agreement, or any part hereof, shall be deemed to be a waiver
of any other prior, concurrent or subsequent breach of the same or different provisions of this Agreement.



 






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		3.4	This Agreement shall be governed by and construed under the laws of the State of New York. If any
provision of this Agreement shall be invalid or unenforceable, this Agreement shall be deemed amended but only to the extent required
to make it valid and enforceable, and this Agreement as thereby amended shall remain in full force and effect.



 


		3.5	Arbitration is the only and exclusive remedy to the parties for any dispute arising from this agreement.
The parties hereby expressly waive the right to any jury or non-jury trial and hereby expressly submit to the exclusive jurisdiction
of an arbitration tribunal under the auspices of the American Arbitration Association in the city of New York with such tribunal
composed of three arbitrators of which one is selected by each party and the third one selected by the two arbitrators already
selected respectively by the parties The ward by the tribunal shall be exclusive, binding, final and enforceable against the parties.
In any arbitration arising out of this Agreement, the prevailing party shall be entitled to request and receive an amount as and
for the reasonable counsel fees and expenses incurred by the prevailing party in connection with such action, proceeding or arbitration.



 


		3.6	In this Agreement, unless the context requires otherwise or it is otherwise expressly provided,
words denoting any gender include all genders.



 


 


IN WITNESS WHEREOF,
the Company and the Director have executed this Agreement as of the day and year first above written.


 








  


	 	 	 	China Housing And Land Development,
Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Suiyin Gao	 	 	/s/ Pingji Lu	 
	Director



	 	 	Name: Pingji Lu



	 
		 	 	Its: Chairman



	 



 





 


 



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