EXCLUSIVE
      MARKETING AGREEMENT

    


    This
      Exclusive Marketing Agreement (the “Agreement”)
      is
      made and entered into effective as of November 14, 2007 by and between the
      following parties in Beijing, People’s Republic of China (the “PRC”):

    


    Party
      A:  Trans
      Pacific Shipping Ltd.,
      a
      wholly
      foreign-owned enterprise duly
      established and valid existing
      under
      the laws of the PRC. 

    


    
      	Registered
              Address:	
              Rm.
                1208b Tower D Qingye Building

            


    

    No.9
      Wangjingbeilu

    Chaoyang
      District, Beijing

    


    Party
      B:  Sino-Global
      Shipping Agency Ltd.,
      a limited liability company duly established and valid existing under the laws
      of the PRC. 

    


    
      	Registered
              Address:	
              Building
                9 Rm. 1208

            


    

    Wangjingbeilu

    Chaoyang
      District, Beijing

    


    WHEREAS, Party
      A
      owns resources and customer advantages unparalleled in the field of Party B’s
      business.

    


    WHEREAS,
      both parties agree to enter this Agreement in
      accordance with the terms and conditions described below.
      

    


    NOW
      THEREFORE, through
      mutual negotiation, the Parties hereto agree as follows:

    


    ARTICLE
      I

    


    CUSTOMER
      AND FINANCIAL SUPPORT

    


    (a) Party
      A
      shall provide customer and financial support to Party B as follows:

    


    (i) Party
      A
      shall provide Party B with world-wide customer resource services.

    


    (ii) Party
      A
      shall provide Party B with financial support if Party B meets difficulty in
      obtaining funds for operation (relevant terms and conditions will mutually
      agreeable to both Parties).

    


    (iii) Party
      A
      shall offer Party B business opportunities by extending Party B’s business
      propaganda and visiting potential and existing customers.

    


    (iv) Party
      A
      shall offer Party B opportunities to join trade societies and organizations,
      including ASBA (Association
      of Ship Brokers and Agents, (U.S.A.) Inc.) and MA (Connecticut Maritime
      Association), etc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Party
      A
      shall be the exclusive provider of marketing services to Party B. Party B shall
      not accept all or any of the marketing services provided by Party A from any
      other third party without the prior written consent of Party A. 

    


    ARTICLE
      II

    


    SERVICE
      FEES

    


    (a)
      As
      consideration for the services provided by Party A under Article I(a) of this
      Agreement, Party B shall pay a service fee to Party A in accordance with Article
      II(b) of this Agreement. 

    


    (b)
      During
      the term of this Agreement, Party B shall pay Party A a service fee equal to
      85%
      of Party B’s net profit per month. 

    


    (c)
      Party
      B
      shall pay such service fees to Party A on a quarterly basis. During the term
      of
      this Agreement, Party B shall make the payment of the last quarter’s service fee
      to Party A’s appointed bank account within 15 working days after the beginning
      of each new quarter. Party B shall send Party A a written report of service
      fees
      on a quarterly basis. Party B shall fax or mail the copies of the
      remittance.

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES

    


    (a) Representations
      and Warranties of Party A

     

    Party
      A hereby represents and warrants as follows:

     

    (i) Party
      A
      is a company duly registered and validly existing under the laws of the PRC
      and
      is authorized to enter into this Agreement.

     

    (ii)Party
      A
      has the power to execute and perform this Agreement in accordance with its
      constitutional documents and has taken all necessary action to obtain all
      consents and approval to execute and perform this Agreement. The execution
      and
      performance of this Agreement by Party A do not and will not result in any
      violation of enforceable or effective laws or contractual
      limitations.

     

    (iii)Upon
      the
      execution of this Agreement, this Agreement shall constitute a legally binding
      document of Party A, enforceable against it in accordance with its terms.


     

    (b) Representations
      and Warranties of Party B

     

    Party
      B hereby represents and warrants as follows:

     

    (i) Party
      B
      is a company duly registered and valid existing under the laws of the PRC and
      is
      authorized to enter into this Agreement. 

     

    (ii) Party
      B
      has the power to execute and perform this Agreement in accordance with its
      constitutional documents and has taken all necessary action to obtain all
      consents and approval to execute and perform this Agreement. The execution
      and
      performance of this Agreement by Party B do not and will not result in any
      violation of enforceable or effective laws or contractual limitations.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (iii) Upon
      the
      execution of this Agreement, this Agreement shall constitute a legally binding
      obligation of Party B, enforceable against it in accordance with its terms.
      

     

    ARTICLE
      IV

    


    CONFIDENTIALITY

    


    (a) If
      any
      confidential information exists in the documents provided hereunder by either
      Party to the other Party, the disclosing party shall mark such documents with
      the following: “Strictly Confidential. Disclosing, Reproducing or Transferring
      This Information to any Third Party Without Permission is
      Prohibited.”

     

    (b) Each
      Party shall protect and maintain the confidentiality of the other Party’s
      confidential information and shall not make use of any confidential information
      of the other Party unless otherwise stipulated in this Agreement and for the
      purpose of this Agreement.

     

    (c) This
      Agreement shall not grant any Party any rights, benefits or qualifications
      to
      the other Party’s confidential information. 

     

    (d) Pursuant
      to this Agreement, the term “confidential information” shall mean any technology
      information or business operation information which is unknown to the public,
      can bring about economic benefits, has practical utility and about which a
      Party
      has adopted secret-keeping measures.

     

    ARTICLE
      V

     

    INTELLECTUAL
      PROPERTY

     

    Party
      A
      shall be the sole and exclusive owner of all right, title and interest to any
      and all intellectual property rights arising from the performance of this
      Agreement (including but not limited to, copyrights, patent, know-how,
      commercial secrets and others).

    


    ARTICLE
      VI

    


    INDEMNITIES

    


    Party
      B
      shall indemnify Party A against any loss, damage, liability or expenses suffered
      or incurred by Party A as a result of or arising from any litigation, claim
      or
      compensation request relating to the marketing provided to Party B.


     

    ARTICLE
      VII

    


    EFFECTIVENESS
      AND TERM OF THIS AGREEMENT

    


    (a) This
      Agreement shall be executed and come into effect as of the date first set forth
      above. The term of this Agreement shall be twenty-five (25) years from the
      date
      hereof unless earlier terminated as set forth in this Agreement or upon the
      mutual agreement of the Parties. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) This
      Agreement may be extended prior to termination for one or more twenty-five
      (25)
      year terms upon written notice by Party A, provided such extension is permitted
      by law and subject to the approval of the registration administration for the
      extension of Party B’s business duration. The parties will cooperate to renew
      this Agreement if such renewal is legally permitted at the time.

     

    ARTICLE
      VIII

    


    TERMINATION
      OF THE AGREEMENT

    


    (a) The
      Agreement shall automatically terminate on the day that is the twenty-fifth
      (25th)
      anniversary of the date hereof unless otherwise extended in accordance with
      this
      Agreement. 

    


    (b) During
      the term of this Agreement, Party B may not terminate this Agreement except
      in
      the case of gross negligence, fraud action, or other illegal action or
      bankruptcy of Party A. Notwithstanding the above, Party A may terminate this
      Agreement upon thirty (30) days’ prior written notice to Party B. 

    


    (c) The
      rights and obligations of the both Parties under Article IV and Article V of
      this Agreement shall survive the termination of this Agreement. 

    


    ARTICLE
      IX

    


    NOTICES

    


    Any
      notice provided by either Party hereto shall be in writing. Where such notice
      is
      delivered personally, the time of notice shall be the time when such notice
      is
      received by the addressee. Where such notice is transmitted by telex or
      facsimile, the time of notice shall be the time when such notice is transmitted.
      If such notice does not reach the addressee on business date or reaches the
      addressee after business hours, the date of notice shall be the next business
      day. The place of proper delivery shall be the address first written above
      for
      each of the Parties or such other address as a Party may provide to the other
      in
      writing. Written delivery shall include fax and telefax. 

     

    ARTICLE
      X

    


    ASSIGNMENT

    


    Party
      B
      may not assign or transfer its rights or obligations under this Agreement to
      any
      third party without prior written consent of Party A.

     

    ARTICLE
      XI

    .

    SEVERABILITY

    


    If
      any of
      the terms of this Agreement is deemed to be invalid, illegal or unenforceable,
      the validity and enforceability of the other terms hereof shall nevertheless
      remain unaffected.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII

    


    AMENDMENTS
      AND SUPPLEMENTS

    


    Any
      amendment or supplement to this Agreement shall be effective only if it is
      made
      in writing and signed by both of the Parties hereto. Any amendment or supplement
      duly executed by the Parties shall be part of this Agreement and shall have
      the
      same legal effect as this Agreement.

    


    ARTICLE
      XIII

    


    DISPUTE
      SETTLEMENT

    


    (a) Friendly
      Consultation

    


    The
      Parties shall strive to settle any disputes or claims arising from this
      Agreement or in connection with this Agreement through mediation. 

    


    (b) Arbitration

    


    In
      the
      event no settlement can be reached through consultation within sixty (60) days
      of the first written request of one Party for such consultation, either Party
      may submit such matter to the China International Economic and Trade Arbitration
      Committee for arbitration. The arbitration shall be held in Beijing, PRC.


    


    ARTICLE
      IV

    


    GOVERNING
      LAW

    


    This
      Agreement shall be governed by, construed in all respects and performed in
      accordance with the laws of the PRC.

    


    ARTICLE
      XV

    


    LANGUAGES

    


    This
      Agreement is executed both in Chinese and English. The Chinese version will
      prevail in the event of any inconsistency between the English and any Chinese
      translations thereof.

    


    [Remainder
      of Page Left Intentionally Blank - Signature Page
      Follows]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      both
      Parties executed this Agreement on the date first above written.

    


    
      	 	
              Party
                A: Trans
                Pacific
                Shipping Ltd.

            
	 	 
	 	 
	
              (seal)

            	/s/
              Cao Lei
	 	
              Legal
                Representative 

            
	 	
              Date:
                November 14, 2007

            
	 	 
	 	 
	 	
              Party
                B: Sino-Global
                Shipping Agency Ltd.

            
	 	 
	 	 
	
              (seal)

            	/s/
              Cao
              Lei           
              
	 	
              Legal
                Representative

            
	 	
              Date:
                November 14, 2007

            


    

     

    
      
        
        

      

      
        6