Unassociated Document


    Exclusive
      Business Cooperation and Consulting Service Agreement
      

    


    This
      Exclusive Business Cooperation and Consulting Service Agreement (“this
      agreement”) is signed by the two parties below on December 27,
      2007.

    


    Party
      A:
      Century City Infrastructure Facility Co., Ltd.

    Registered
      address: Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street,
      Changchun Hi-tech Development Zone

    


    Party
      B:
      Shanghai New Century City Infrastructure Construction Co., Ltd.

    Registered
      address: Room 2023 Building 7, No.515 Kesheng Road, Nanxiang Town, Jiading
      District, Shanghai

    


    Whereas:

    	1.  	
            Party
              A is a foreign-owned company limited established in People’s Republic of
              China (hereinafter referred to as “China”) with relevant business
              resource, expert resource and rich consulting service
              experience.

          


    	2.  	
            Party
              B is an effectively existing company limited established according
              to
              Chinese law. Party A shall agree to launch relevant business cooperation
              with Party B and provide technical consulting service to Party B, Party
              B
              shall agree to make business cooperation with Party A and accept the
              technical consulting service provided by Party A according to the
              conditions regulated by this agreement. 

          


    


    The
      two
      parties come to the following agreement through consensus in the
      negotiation

    


    1  Business
      cooperation, technical consulting service

    	1.1  	
            During
              the period of this agreement, as the technical consulting and service
              supplier of Party B, Party A shall agree to provide relevant technical
              consulting service to Party B and launch the following business
              cooperation according to the condition of this agreement. The range
              of the
              cooperation and consulting service includes but no limited
              to:

          


    	1.1.1  	
            To
              provide early consultation for Party B to participate in the invested
              project, including economic planning, policy consultation or special
              subject consultation;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	1.1.2  	
            To
              participate in the planning and scheme design of the project, and assist
              Party B to finally obtain the project;

          


    	1.1.3  	
            To
              assist Party B to choose the service institutions of investigation,
              design, planning, construction and supervision etc.
              

          


    	1.2  	
            Party
              B shall agree to accept the technical consulting and service provided
              by
              Party A. Party B shall further agree no to accept the consulting service
              on the above mentioned business provided by any third party or establish
              the cooperative relationship on the above mentioned business with any
              third party during the period of this agreement except for the written
              approval of Party A in advance. 

          


    	1.3  	
            As
              to any right, ownership, interest and intellectual property right
              (including by not limited to the right of authorship, the right of
              patent,
              technical secret, business secret and others) produced by implementing
              this agreement, no matter it’s developed by Party A or Party B based on
              the intellectual property right of Party A, Party A shall enjoy the
              exclusive interest.

          


    


    2  Payment
      of consulting service fees (hereinafter referred to as “consulting service
      fees”)

      
      The two
      parties shall agree to pay the consulting service fees under this agreement
      according to 90% of the actual amount of the contract signed by Party
      B.

      
      Besides
      the above mentioned consulting service fees, Party B shall agree to reimburse
      all expenses of Party B relating to the implementation of this agreement,
      including by not limited to the travel fees, expert fees, printing fees and
      postage etc. 

      
      Besides
      the above mentioned consulting service fees, Party B shall agree to return
      the
      expenses relating to the implementation of this agreement paid to Party B or
      the
      expenses paid for providing the service including the tax, tariff etc., however
      except for the income tax. 

      
      Party B
      shall submit the consulting service fees report (“service fees report”) under
      this agreement to Party A within three working days after each settlement period
      (each quarter), and remit the above mentioned consulting service fees in the
      form of RMB into the bank account appointed by Party A in the mode of bank
      transfer within two working days after submitting the service fees report.
      If
      Party B fails to pay the consulting service fees and other payable fees
      according to the agreement on schedule, Party B shall pay a penalty to Party
      A
      according to 12% annual interest rate (compound interest) as of the delaying
      day.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

      
      Party B
      shall reserve the individual account on the consulting service under this
      agreement. Party A shall have right to assign its employees or employ Chinese
      or
      international accountant to examine and audit the account book relating to
      Party
      B and the consulting service in any settlement period at any time. Party B
      shall
      provide any and all necessary document, account book, record, data and
      information that the employees of Party A or the accountant of Party A consider,
      as well as all conveniences and support. The audit report submitted by the
      employees of Party A shall be the final and conclusive, except for the demur
      proposed by Party B within seven days after receiving the report. Any audit
      report submitted by the accountant shall be final and conclusive. Party A shall
      have right to give the payment notice to Party B at any moment after the audit
      report is given according to the consulting service fees confirmed by the audit
      report. Party B shall pay according to item 2.4 within seven days after
      receiving the payment notice. 

      
      Any fees
      that Party B pays to Party A under this agreement shall have been deducted
      the
      taxation, bank procedure fees or any other fees and expenses. 

    


    3  Statement
      and guarantee

    3.1  Party
      A states and
      guarantees that:

    3.1.1  Party
      A signs and
      implements this agreement within the company right and operation range, and
      has
      taken necessary company action and proper authorization and obtained the
      approval and agreement of the third party and authorized governmental
      department, which doesn’t break the law with binding force or influential and
      the contract limit. 

    3.1.2  Once
      being signed, this
      agreement will compose the legal, effective and compulsory obligation within
      binding force to Party A according to the item of this agreement. 

    3.2  Party
      B states and
      guarantees that:

    3.2.1  Party
      B is an effectively
      existing company limited established according to Chinese law, and has right
      to
      sign this agreement. 

    3.2.2  Party
      B signs and
      implements this agreement within the company right and the operation range,
      and
      has taken necessary company action and proper authorization, which doesn’t break
      the law with binding force or influential and the contract limit. 

    3.2.3  Once
      being signed, this
      agreement will compose the legal, effective and compulsory obligation within
      binding force to Party B according to the item of this agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4  Confidential
      term

    4.1  Party
      B shall agree to
      make effort to take various rational confidential measures on the secrete data
      and information (hereinafter referred to as “confidential information”) known or
      contacted due to accepting the exclusive technical consulting and service of
      Party A; except for the written approval of Party A in advance, Party B shall
      not disclose, give or transfer the confidential information to any third party,
      once this agreement is terminated, Party B shall return any document, data
      or
      software with the confidential information to Party A according to the
      requirement of Party A, or destroy, and totally delete any confidential
      information in any relevant memory device, and shall not continue to use or
      allow any third party to use the confidential information through any mode.
      

    4.2  The
      two parties shall
      agree that this item shall continue to be effective no matter if this agreement
      is modified, cancelled or terminated. 

    


    5  Compensation

    5.1  Party
      B shall compensate
      any loss, damage, obligation and fees of Party A caused by any litigation,
      compensation claim or other appeal against Party A that is produced or caused
      by
      the content of the consultation and service required by Party B, and exempt
      Party A from suffering loss. 

    


    6  Inception
      and period of validity 

    6.1  This
      agreement shall be
      signed on the date indicated at the beginning of the text and come into effect
      as of this signing day, except for the termination of the item in this agreement
      or the relevant agreement signed by the two parties in advance, the period
      of
      validity of this agreement shall be ten years. 

    6.2  This
      agreement can be
      prolonged before the period of validity of this agreement is expired upon the
      written confirmation of Party A, the prolonged period shall be confirmed through
      the consensus in the negotiation, and sign a written confirmation. 

    


    7  Termination

    7.1  Except
      for renewal
      according to relevant items of this agreement, this agreement shall be
      terminated on the expiration day. 

    7.2  Within
      the period of
      validity of this agreement, except for the approval of Party A, Party B shall
      not terminate this agreement in advance. Through there is above stipulation,
      Party A shall have right to send a written notice to Party B at any moment
      to
      terminate this agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    7.3  After
      this agreement is
      terminated, the rights and obligations of the two parties under item four and
      item five shall continue to be effective.

    


    8  Settlement
      of dispute

    8.1  Any
      dispute arising from
      performance of this contract, both parties shall negotiate with each other
      friendly. If the settlement fails to be solved within 30 days after one party
      sends the written notice on negotiation to the other party, any party can submit
      the dispute to China International Economic and Trade Arbitration Commission,
      and this Commission will arbitrate according to the current effective
      arbitration rule. The arbitration location: Beijing, and the arbitration
      language is Chinese. The arbitration shall be final award with binding force
      to
      each party.

    


    9  Force
      majeure

    9.1  The
      force majeure refers
      to any affair that exceeds the rationally controllable range of one party and
      still inevitable under the rational attention of the influential party,
      including but not limited to, the governmental behavior, natural force, fire,
      explosion, storm, flood, earthquake, tide, lightning or war. However, the
      insufficiency of credit, capital or financing shall not be regarded as the
      affair that exceeds the rational control of one party, the party that is
      affected by the force majeure and seeks for the liability exemption under this
      agreement shall notify the liability exemption to the other party as soon as
      possible and inform the other party of the steps of completing the liability
      under this agreement. 

    9.2  When
      the implementation
      of this agreement is delayed or baffled by the above mentioned force majeure,
      the party that is affected by the force majeure needn’t to bear any liability
      under this agreement within the delayed or baffled range, the party that is
      affected by the force majeure shall take proper measures to reduce or eliminate
      the influence of the force majeure, and make effort to recover the
      implementation of obligation delayed or baffled by the force majeure, once
      the
      force majeure is eliminated, each party shall agree to make greatest effort
      to
      recover the implementation under this agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    10  Notice

    10.1  The
      notice sent by each
      party of this agreement for implementing the right, obligation under this
      agreement shall be in written form. For the special personnel delivery, subject
      to the actual arrival, for the telegraph, fax delivery, subject to the time
      of
      delivery. If the arrival day is not the business day or the arrival is after
      the
      business time, the next continuous business day after this day will be the
      arrival day. The destination refers to the addresses of the two parties on
      the
      first page of this agreement or other appointed addressed in the written notice
      afterwards. The written form includes fax and telegraph. 

    


    11  Agreement
      transfer

    11.1  Without
      the written
      approval of Party A in advance, Party B shall not transfer the right and
      obligation under this agreement to any third party. 

    


    12  Dividability
      of the agreement

    12.1  If
      this agreement has any
      item that is invalid, illegal or inexecutable due to inconsistency with relevant
      law, this item will be invalid, illegal or inexecutable only within the
      governing range of relevant law. The validity, legality or the executability
      of
      other items of this agreement shall not be affected or damaged on any
      aspect.

    


    13  Modification,
      supplementation of the agreement

    13.1  The
      two parties shall
      modify and supplement this agreement in the mode of written agreement, the
      modified agreement and the supplementary agreement with the proper signature
      of
      the two parties shall be the component of this agreement with equal legal effect
      of this agreement.

    


    14  Law
      and
      language 

    14.1  This
      agreement shall be
      governed by Chinese law and make explanation according to Chinese
      law.

    14.2  This
      agreement shall be
      written in Chinese and English, if the Chinese text conflicts with the English
      text, subject to Chinese.

    


    


    


    


    The
      two
      parties have make the authorized representatives sign this agreement on the
      date
      mentioned at the beginning of the text.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Party
      A:
      Century City Infrastructure Facility Co., Ltd. 

    Legal
      representative: Yu
      Mao
      (signed)

    


    Party
      B:
      Shanghai New Century City Infrastructure Construction Co., Ltd.

    Legal
      representative: Yu
      Mao
(signed)