Exhibit 10.15


 


E. J. MCKAY & CO., INC.


Lansheng Tower Suite 1206 • 8 Huaihai Road Central • Shanghai • CHINA


 


December 1st, 2004


 


James T. Preissler, CFO


China Unistone Acquisition Corp


4
Columbus Circle, 5th Floor


New York,
NY 10019, USA


 


Dear Mr. Preissler,


 


Based on
our discussions, we understand that China
Unistone Acquisition Corp., or its affiliated
companies (collectively, CUAC) are planning to acquire, merge with, or
conduct other forms of corporate transactions with Chinese companies in the financial infrastructure, IT services and related sectors and would like to engage E. J. McKay & Co., Inc.
(collectively, EJM) to as
your business consultant in these transactions.


 


This letter confirms our intention to advise you in the said transactions, and outlines our scope of work and terms of
engagement.


 


Key Deliverables


 


Pertaining to the said transaction
or transactions, EJM will provide the following services:


 


1.               Analyze market dynamics of relevant product
segments;


2.               Identify and assess suitable potential
targets;


3.               Recommend short-listed Targets;


4.               Conduct due diligence
on potential targets;


5.               Assist in drafting
and translation work;


 


Should CUAC request that EJM
provide additional services not otherwise contemplated by this agreement, CUAC
and EJM will enter into an additional agreement that will set forth the nature
and scope of the services, appropriate compensation and other customary
matters.


 


Duration of Engagement


 


Eighteen Months from date of agreement, extendable by
mutual agreements.


 


Fees & Expenses


 


1.               Advisory Fees: Advisory
Fees will be waived in this engagement.


2.               Expenses such as travel, lodging,
communications, food, will be reimbursed on an actual incurred basis. Other
expenses such as direct staff
cost, allocation of infrastructure cost, government fees for
licenses, approvals, purchase of materials, samples, express mail, legal fees and
so on will be reimbursed by you.


3.               Payment: Expenses shall be paid quarterly.


4.               Net of Tax
withholding: Your payment to us shall be net of any deduction
or withholding on account of taxes or other charges of any nature. If a
deduction or withholding is required by law, you will be responsible for paying
such additional amount as it necessary so that we receive the full amount of
the bill in the form of Retainer, Commission or Expense reimbursement.


 


Indemnification


 


As EJM will be acting on your behalf, you
will indemnify EJM on demand and hold us harmless against all actions, claims,
proceedings, and losses whatsoever and related costs and expenses which are
reasonably incurred, which arise in any way from, or are in any way


 


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connected with this agreement, unless and to
the extent that they have been finally and judicially determined to have been caused
by our gross negligence, fraud or willful default.


 


Dispute
Resolution


 


This agreement is
governed by the law of China. In the case where we encounter disputes irresolvable through
negotiations, we agree to seek arbitration via China International Economic and
Trade Arbitration Commission (CIETAC) in Shanghai, as per arbitration rules of
CIETAC. Award of the arbitration shall be legally binding and final.


 


This
Proposal


 


The above contains the
entirety of our engagement proposal. If these arrangements are acceptable,
please sign this letter and return it to us. This offer is valid for two weeks
from the date of issuance.


 


	
  Offered by

  	
   

  	
  Accepted by

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jenny J. Shen

  	
   

  	
  /s/ James T. Preissler

  	
   

  
	
  Signature

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jenny
  J. Shen

  	
   

  	
  James
  T. Preissler

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Managing Director

  	
   

  	
  CFO

  	
   

  
	
  Title

  	
   

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12/1/05

  	
   

  	
  12/01/05

  	
   

  
	
  Date

  	
   

  	
  Date

  	
   

  



 


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