December
                20, 2007 

            	
              Perfectenergy
                International Ltd. 

            
	 	
              No.
                479 You Dong Road, 

            
	 	Xinzhuang
              Town,
              
	 	
              Shanghai
                201100 

            
	 	
              Peoples
                Republic of China 

            
	 	 


    

    Adam
      Roseman 

    9440
      Little Santa Monica Blvd. 

    Suite
      400


    Beverly
      Hills, CA 90210 

    


    Dear
      Adam:


     
      

    We
      would
      very much like to have your commitment to become a member of our Board of
      Directors and assist us to the growth of our company. 

     

    This
      letter, when executed by both parties, replaces the agreement between you and
      the Company dated August 8, 2007 and the agreement between you and the Company
      dated November 19, 2007. This letter is intended to re-formalize the terms
      of
      your participation as a member of the Board of Directors of Perfectenergy
      International Ltd., a Nevada Corporation (the "Company"). The term of your
      role
      as a member of the Board of Directors for the Company will be three (3) years.
      

     

    As
      compensation for your good faith efforts to promote the business interests
      of
      the Company, the Company will grant you 1,000,000 Options to purchase Company
      Common Stock at $0.70 per share (such number of options and exercise price
      subject to adjustment for stock splits, dividends, combinations,
      recapitalizations and the like). Thirty (30%) of the Options will be vested
      on
      the grant date and the remaining seventy (70%) will vest on an annual basis
      over
      a period of three years of the grant date, with the vesting beginning on August
      8, 2007. In addition, you shall receive $5,000 per month for your services.
      The
      Company agrees to immediately register your options on a registration statement
      on Form S-8 or any equivalent. We will also cover your travel and administrative
      expenses in connection with your services as a director, not to exceed $15,000
      per quarter. You shall also be entitled to reimbursement of expenses incurred
      in
      performing your responsibilities hereunder in excess of $15,000 per quarter
      to
      the extent pre-approved by the Company. The Company shall provide you with
      liability insurance as director of the board. 

     

    Your
      responsibilities as Board member shall include but are not limited to;


    

      
        	 	
                -

              	
                Attend
                  a minimum of four (4) quarterly meetings per calendar year. The
                  Company
                  shall give appropriate advance notice of the scheduling of the
                  quarterly
                  meetings. 

              


      

       


      
        	 	
                -

              	
                Promote
                  interests of the Company through raising its profile, making introductions
                  to generate new business opportunities, introduce potential full
                  time
                  executives and employees and strengthening the Board of Directors
                  and
                  investor base of the Company. 

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	 	
                -

              	
                As
                  requested by the Board of Directors, serve on designated subcommittees
                  of
                  the Board of Directors such as the compensation committee, audit
                  committee, etc. 

              


      

       


    

    In
      performing your services on the Board of Directors, you will be an independent
      contractor and not an employee of the Company. You will not be entitled to
      any
      additional compensation or participate in any benefit plans of the Company
      in
      connection with your services hereunder. You may not bind the Company or act
      as
      a principal or agent thereof. 

     

    You
      represent and agree that you are accepting the Granted Interests for your own
      account and not with a view to or for sale in connection with any distribution
      thereof. You understand that such Granted Interests will be subjected to the
      restrictions in the Company's Articles of Incorporation and Bylaws and will
      not
      be freely transferable and you represent that you either have a preexisting
      personal or business relationship with the Company or its Board of Directors
      or
      controlling persons or, by reason of your business or financial experience,
      have
      the capacity to protect your own interest in connection with receiving such
      Granted Interests as compensation. You further represent that you were not
      solicited by publication of any advertisement in connection with the receipt
      of
      such Granted interests and that you have consulted tax counsel as needed
      regarding such Granted Interests. 

     

    Notwithstanding
      anything to the contrary, your participation on the Company’s Board of Directors
      may be terminated at any time with the vote of at least 2/3 of the Company’s
      stockholders for any or no reason, or at any time for any or no reason by you
      upon written notice to the Company. Upon such termination, the right to
      compensation hereunder will terminate subject to the Company's obligation to
      pay
      you any Board fees earned with respect to prior meetings attended, the Company's
      obligation to reimbursement of approved expenses already incurred, and your
      right to retain the Granted Interests to the extent granted prior to the date
      of
      such termination. 

     

    While
      serving as a director, you will acquire and have access to confidential or
      proprietary information about the Company, including but not limited to, trade
      secrets, methods, models, passwords, financial information and records,
      agreements and/or contracts between the Company and its clients, client
      contacts, technical materials and designs, sales promotions and campaigns,
      budgets, practices, concepts, strategies, methods of operation, business
      projections of the Company. The foregoing shall be collectively referred to
      as
“confidential information”. You are aware that the confidential information is
      not readily available to the public and accordingly, you hereby agree that
      you
      will not, at any time (whether during the term of, or after termination of
      this
      Agreement), disclose to anyone (other than your counsel in the course of a
      dispute arising from the alleged disclosure of confidential information or
      as
      required by law) any confidential information, or utilize such confidential
      information for his own benefit, or for the benefit of third parties. You agree
      that the foregoing restrictions shall apply whether or not any such information
      is marked "confidential" and regardless of the form of the information. The
      term
“confidential information” does not include information which (i) is or becomes
      generally available to the public other than by breach of this provision or
      (ii)
      is learned from a third party who is not under an obligation of confidence
      to
      the Company or a client of the Company. 


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Execution
      of the signature block (which may be in counterparts) below shall indicate
      agreement to the terms outlined above. This letter is to be construed and
      enforced in accordance with the internal laws of the State of Nevada and
      contains the entire agreement of the parties with respect to the subject matter
      hereof. This letter may not be assigned by either party. 

     

    PERFECTENERGY
      

    INTERNATIONAL
      LIMITED

    
      	 	 
	 	 
	
              By:
                _/s/
                Wennan Li_________
                

            	
              Date:
                ______________

            
	
              Name:
                Wennan Li 

            	 
	
              Title:
                President

            	 
	 	 
	
               

            	 
	
              ADAM
                ROSEMAN 

            	 
	 	 
	
              _/s/
                Adam Roseman__________
                

            	
              Date:
                ______________