EXCLUSIVE
      MANAGEMENT CONSULTING AND TECHNICAL CONSULTING SERVICE
      AGREEMENT

    


    This
      Exclusive Management Consulting and Technical Consulting Service 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
      possesses professional knowledge, facilities, resources and skills to provide
      professional consulting services to Party B for its business, management, and
      operations. Party A intends to provide Party B with management and technology
      consulting services relevant to the development and operation of Party B’s
      business.

    


    WHEREAS,
      Party
      B agrees to accept the management consulting and technical consulting services
      provided by Party A in
      accordance with this Agreement.
      

    


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

    


    ARTICLE
      I

    


    MANAGEMENT
      CONSULTING AND TECHNICAL CONSULTING SERVICES

    


    (a) Party
      A
      shall provide the following exclusive management consulting and technical
      consulting services to Party B in accordance with this Agreement:

    


    (i) Analysis
      and evaluation of Party B’s current business, operational model and customer
      types in an effort to integrate current business management
      resource;

    


    (ii) Provision
      of advanced management skills to offer a framework for the construction of
      a new
      management platform;

    


    (iii) Provision
      of technology information and materials related to Party B’s business
      development and operation. The contents of the technology information and
      documents may be enhanced or diminished during the performance of this Agreement
      upon mutual agreement to address each Party’s requirements; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv) Training
      of technical and managerial personnel for Party B and provision of required
      training documents. Party A will send technologists and managerial personnel
      to
      Party B to provide related technology and training service as
      necessary.

    


    (b) Party
      A
      shall be the exclusive provider of these management and technical consulting
      services to Party B. Party B shall not accept management and technology
      consulting services from any other 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
      5%
      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 valid 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 and has taken all necessary
      action to obtain all consents and approval to execute and perform this
      Agreement.

     

    (iii) 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. 

     

    (iv) Upon
      its
      execution, this Agreement will constitute the legal, valid and binding
      obligation of Party A, enforceable in against it in accordance with its
      terms.

     

    (b) Representations
      and Warranties of Party B

     

    Party
      B hereby represents and warrants as follows:

     

    
      
        
        

      

      
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    (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 and has taken all necessary
      action to obtain all consents and approval to execute and perform this
      Agreement.

     

    (iii) 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 that impact Party B. 

     

    (iv) Upon
      its
      execution, this Agreement will constitute the legal, valid and binding
      obligation of Party B, enforceable in against it in accordance with its terms.
      

     

    ARTICLE
      IV

     

    INTELLECTUAL
      PROPERTY

     

    (a) Party
      A
      shall own of all intellectual property rights related to management experience,
      technology information/technology documents and staff training developed during
      the performance of this Agreement.

    


    (b) Party
      A
      shall own all intellectual property rights related to the advanced technology
      and new inventive technology developed during the performance of this
      Agreement.

    


    ARTICLE
      V

    


    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.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    


    INDEMNITIES

    


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

     

    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. This Agreement shall expire on the date that is twenty-five (25) years
      following the date hereof unless earlier terminated as set forth in this
      Agreement or upon mutual agreement of the Parties hereto. 

     

    (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 terminate automatically upon the date that is the twenty-fifth
      (25th)
      anniversary of expiration of this Agreement unless otherwise extended in
      accordance with its terms. 

    


    (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 notice to Party B on a date that is at least thirty (30) days
      before such termination. 

    


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


    


    ARTICLE
      IX

    


    NOTICES

    


    Any
      notice to which is given by either Party hereto for the purpose of performing
      the rights and obligations hereunder shall be in writing. Where such notice
      is
      delivered personally, the time of notice is the time when such notice actually
      reaches the addressee; where such notice is transmitted by telex or facsimile,
      the notice time is the time when such notice is transmitted. If such notice
      does
      not reach the addressee on business date or reaches the addressee after the
      business time, the next business day following such day is the date of notice.
      The delivery place is the address first written above of the Parties hereto
      or
      the address advised in writing from time to time. Written method includes fax
      and telefax. 

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    ASSIGNMENT

     

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

     

    ARTICLE
      XI

    


    SEVERABILITY

    


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

     

    ARTICLE
      XII

    


    AMENDMENTS
      AND SUPPLEMENT

    


    Except
      otherwise noted herein, all amendments and supplements to this Agreement shall
      be effective only if made in writing and signed by both of the Parties hereto.
      The amendment and 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 arising from this Agreement or
      in
      connection with this Agreement through mediation. 

    


    (b) Arbitration

    


    In
      case
      no settlement can be reached through consultation within sixty (60) days upon
      the first written requirement of one party, each party can submit such matter
      to
      China International Economic and Trade Arbitration Committee for arbitration.
      The arbitration shall be held in Beijing. 

     

    
      
        
        

      

      
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    ARTICLE
      XIV

    


    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 - Signature Page
      Follows]


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties have 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              
              


    

     

    
      
        
        

      

      
        7