EXCLUSIVE
TECHNICAL AND CONSULTING SERVICE AGREEMENT

     

    This
Exclusive Technical and Consulting Service Agreement (hereinafter referred to as
“Agreement”) is made and
entered into effective as of February 1, 2011 in Weifang, Shandong Province,
People’s Republic of China (the “PRC”) by and between the
following parties:

     

    
      	
              Party
      A:

            	
              Beijing Binhai Yintai
      Technology Co., Ltd., a
      wholly foreign-owned enterprise duly established and validly existing
      under the laws of PRC.

            


    

    Registered Address: Room 2006, Floor 20, Qingyun Dangdai Plaza, Building 9 of
Mantingfangyuan Community, Qingyunli, Haidian District, Beijing,
PRC.

    


    
      	
              Party
      B:

            	
              Shandong Haiwang Chemical Stock
      Co., Ltd., a joint stock company duly established and valid
      existing under the laws of the
PRC.

            


    

    
      Registered Address: Haiwang Street,
Yangzi Community, Coastal Economic
Zone, Weifang, Shandong Province, PRC.

    

    


    WHEREAS, Party A is a wholly
foreign-owned enterprise duly established under the laws of the PRC and
possesses relevant technical and consulting service resources.

    


    WHEREAS, Party B is a joint stock company duly established and validly existing under the laws of the
PRC.

    


    WHEREAS, Party A agrees to provide Party B with
relevant technical and consulting service, and Party B agrees to accept
the technical and consulting service provided by Party A pursuant to the terms
and conditions herein.

    


    NOW THEREFORE, intending to be
bound hereby, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:

    


    ARTICLE
I

    


    TECHNICAL
AND CONSULTING SERVICE, EXCLUSIVE RIGHTS

    


    
      	
              1.1

            	
              During
      the term of this Agreement, Party A, as a supplier of technical and
      consulting service, shall provide the exclusive technical and consulting
      service to Party B in accordance with this
  Agreement

            


    

    


    
      	
              1.2

            	
              During
      the term of this Agreement, Party B agrees to accept the technical and
      consulting service provided by Party A. Party B further agrees that during
      the term of this Agreement, Party B shall not accept technical and
      consulting service from any other party without the prior written consent
      of Party A.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.3

            	
              Party
      A shall be the exclusive owner of all right, title and interest in any and
      all intellectual property rights arising out of the performance of this
      Agreement, including without limitation, copyright, patent, technology
      secrets and business secret, regardless of whether developed by Party A or
      by Party B.

            


    

    


    ARTICLE
II

    


    PAYMENT
FOR THE TECHNICAL AND CONSULTING SERVICE FEE

    


    
      	
              2.1

            	
              Both
      Parties agree that Party B shall pay the consulting service fee related to
      the services stipulated in Article 1.1 of this Agreement (the “Consulting
      Service Fee”) to Party A pursuant to the provision of Article 2.2
      hereunder.

            


    

    


    
      	
              2.2

            	
              During
      the term of this Agreement, the amount of the Consulting Service Fee shall
      be 100% of the net profit of Party B each
  quarter.

            


    

    


    
      	
              2.3

            	
              In
      addition to the aforementioned Consulting Service Fee, Party B agrees to
      reimburse all of Party A’s expenditures relating to the performance of
      this Agreement, including without limitation, travel expenses, expert
      fees, printing fees, postage and other relevant
  fee.

            


    

    


    
      	
              2.4

            	
              In
      addition to the aforementioned Consulting Service Fee, Party B agrees to
      reimburse Party A for the expenses and costs including taxes and tariffs
      (excluding income tax), which are related to the performance of this
      Agreement and paid by Party A.

            


    

    


    
      	
              2.5

            	
              Party
      B shall submit a Consulting Service Fee report under this Agreement
      (hereinafter referred to as “Service Fee Report”) to Party A within 15
      working days after every period of settlement (every quarter), and shall
      pay the aforementioned Consulting Service Fee to the bank account
      designated by Party A in RMB via bank transfer within 2 working days after
      submitting the Service Fee Report. In the event that Party B fails to pay
      the Consulting Service Fee and other relevant expenses payable under this
      Agreement on time, Party B shall pay Party A an overdue fine at the annual
      interest rate of 12% (compound interest) calculated from the overdue
      date.

            


    

    


    
      	
              2.6

            	
              Party
      B shall retain a separate account for the Consulting Service Fee under
      this Agreement. Party A has the right, at any time, to appoint its
      employee or a Chinese or international accountant (at its own cost) to
      review and audit Party B’s accounting books relating to consultation
      service during any period of settlement. Party B shall provide any and all
      documents, bookings, records, materials and information which the employee
      or the accountant of Party A deems necessary, as well as all conveniences
      and assistance. The audit report submitted by Party A’s employee shall be
      final and conclusive, unless Party B disputes such report within 7 days
      after receiving the report. Any audit report submitted by an accountant
      shall be final and conclusive. In accordance with the Consulting Service
      Fee confirmed in the audit report, Party A has the right to give Party B
      notice of payment at any time after the audit report is submitted. Party B
      shall make the payment pursuant to Article 2.5 within 7 days after
      receiving the notice of
payment.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.7

            	
              Any payment Party B makes to Party
      A under this Agreement will include deductions for taxes, bank charges and
      any other related charges or
expenses.

            


    

    


    ARTICLE
III

    


    REPRESENTATIONS
AND WARRANTIES


     

    
      	
              3.1

            	
              Party
      A hereby represents and warrants as
follows:

            


    

     

    
      	
               
      

            	
              3.1.1

            	
              Party
      A has the power within its constitutional documents and scope of business
      to execute and perform this Agreement and has taken all necessary action
      to obtain all necessary consents and approvals from third parties and
      relevant authorities. The execution and performance of this Agreement does
      not and will not result in any violation of enforceable or effective laws
      or contractual limitations that impact Party
A.

            


    

     

    
      	
               
      

            	
              3.1.2

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

            


    

     

    
      	
              3.2

            	
              Party
      B hereby represents and warrants as
follows:

            


    

     

    
      	
               
      

            	
              3.2.1

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

            


    

     

    
      	
               
      

            	
              3.2.2

            	
              Party
      B has the power within its constitutional documents and scope of business
      to execute and perform this Agreement and has taken all necessary action
      to obtain all necessary consents and approvals from third parties and
      relevant authorities. The execution and performance of this Agreement does
      not and will not result in any violation of enforceable or effective laws
      or contractual limitations that impact Party
B.

            


    

     

    
      	
               
      

            	
              3.2.3

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

            


    

     

    ARTICLE
IV

     

    CONFIDENTIALITY

    


    
      	
              4.1

            	
              Party
      B agrees that it shall adopt reasonable methods to protect the
      confidentiality of the Party A’s confidential information and materials
      (hereinafter referred to as “Confidential Information”) which it may have
      access to under this Agreement. Without prior written consent, Party B
      shall not disclose, give or transfer the Confidential Information to any
      other party. Once this Agreement is terminated, Party B shall return to
      Party A any documents, information or software which contains the
      Confidential Information, or destroy the aforementioned objects, and shall
      completely delete all Confidential Information in any memory equipment and
      shall not continue to use or permit any third party to use any
      Confidential Information through any
method.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              4.2

            	
              Both
      Parties agree that this article will survive any amendment, cancellation
      or termination of this Agreement.

            


    

    


    ARTICLE
V

    


    INDEMNITIES

    


    
      
        	
                5.1

              	
                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 out of any
      litigation, claim or compensation request relating to the service provided
      by Party A to Party B pursuant to this
  Agreement.

              


      

    

    


    ARTICLE
VI

    


    EFFECTIVENESS
AND TERM OF THIS AGREEMENT

    


    
      	
              6.1

            	
              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 years following the date hereof unless earlier terminated as set
      forth in this Agreement or upon the mutual agreement of the Parties
      hereto.

            


    

     

    
      	
              6.2

            	
              This
      Agreement may be extended prior to termination; the period of extension
      shall be decided by both Parties hereto and stipulated in a written
      confirmation.

            


    

     

    
      	
              6.3

            	
              This
      Agreement shall be equally binding upon the Parties and Parties’
      successor.

            


    

    


    ARTICLE
VII

    


    TERMINATION
OF THE AGREEMENT

    


    
      	
              7.1

            	
              The
      Agreement shall terminate automatically upon the date of expiration unless
      otherwise extended in accordance with its
terms.

            


    

    


    
      	
              7.2

            	
              During
      the term of this Agreement, Party B may not terminate this Agreement
      except in the case of gross negligence, bankruptcy, fraud or other illegal
      action on the part of Party A. Notwithstanding the above, Party A may
      terminate this Agreement upon notice to Party B, given at least thirty
      (30) working days before such
termination.

            


    

    


    
      	
              7.3

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

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    ARTICLE
VIII

    


    DISPUTE
SETTLEMENT

    


    
      	
              8.1

            	
              The
      Parties shall strive to settle any disputes arising out of this Agreement
      or in connection with this Agreement through mediation in good faith. In
      case no settlement can be reached through mediation, each Party can submit
      such matter to the China International Economic and Trade Arbitration
      Committee for arbitration pursuant to the arbitration rules then in
      effect. The arbitration shall be held in Beijing. The language for the
      arbitration shall be Chinese. The arbitration result shall be final and
      binding upon both Parties.

            


    

    


    ARTICLE
IX

    


    FORCE
MAJEURE

    


    
      	
              9.1

            	
              The term “Force Majeure
      Event” shall mean any
      event which is out of the control of each Party, and which would be
      unavoidable or insurmountable even if the Party
      affected by such event paid reasonable attention to it.  A Force
      Majeure Event shall include, but not be limited to, government actions,
      natural disasters, fire, explosion, typhoons, floods, earthquakes, tide,
      lightning or war.  However, any lack of
      credit, assets or financing shall not be deemed as a Force Majeure
      Event.  The Party affected by the occurrence of a Force Majeure
      Event and seeking an exemption from performing the obligations under this
      Agreement shall inform the other Party of the exemption from
      the obligations as soon as reasonably possible and provide the other Party
      with the steps it intends to take to fulfill its obligations under this
      Agreement.

            


    

    


    
      	
              9.2

            	
              If the performance of this
      Agreement is delayed or impeded by an aforementioned Force
      Majeure Event, the Party affected by such a Force Majeure Event shall be
      free from any obligation under this Agreement to the extent it is delayed
      or impeded. The affected Party shall make reasonable best efforts to
      reduce or eliminate the effect of the Force
      Majeure Event, and shall make reasonable best efforts to resume the
      performance of the obligations delayed or impeded by the Force Majeure
      Event. Upon termination of the Force Majeure Event, the both Parties agree to use
      reasonable best
      efforts to resume the performance of the obligations under this
      Agreement.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ARTICLE
X

    


    NOTICES


     

    
      	
              10.1

            	
              Any
      notice given by either Party hereto for the purpose of performing the
      rights and obligations hereunder shall be in writing.  When such
      notice is delivered personally, the time of notice is the time when such
      notice actually reaches the addressee; when 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 a
      business day 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.

            


    

     

    ARTICLE
XI

     

    ASSIGNMENT

     

    
      	
              11.1

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

            


    

    


    ARTICLE
XII

    


    SEVERABILITY

    


    
      	
              12.1

            	
              If
      any of the terms of this Agreement is invalid, illegal or unenforceable
      due to its non-compliance with applicable law, the validity and
      enforceability of the other terms hereof shall nevertheless remain
      unaffected.

            


    

    


    ARTICLE
XIII

    


    AMENDMENTS
AND SUPPLEMENT

    


    13.1              Any
amendment or supplement to this Agreement shall be effective if made in writing
and signed by legal representative
or authorized representative of both Parties hereto, and the amendment
and supplement shall be part of this Agreement and shall have the same legal
effect as this Agreement.

    


    ARTICLE
XIV

    


    GOVERNING
LAW AND LANGUAGES

    


    
      	
              14.1

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

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              14.2

            	
              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]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    [Exclusive
Technical and Consulting Service Agreement –Signature Page]

     

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

     

    Party A: Beijing Binhai Yintai Technology Co.,
Ltd.

    
      
        
          
            
              
                	
                        By:

                      	/s/
       Yang
Chunbin


              

            

          

        

      

      
        
          
            
              
                
                  	
                          Name:

                        	Yang
      Chunbin 


                

              

            

          

        

      

      
        
          
            
              	
                      Its:

                    	Legal
      Representative


            

          

        

      

       

    

    Party B: Shandong Haiwang
Chemical Stock Co., Ltd.

    
      
        
          
            
              
                
                  
                    	
                            By:

                          	/s/
       Yang
Chunbin


                  

                

              

            

          

          
            
              
                
                  
                    
                      	
                              Name:

                            	Yang
      Chunbin 


                    

                  

                

              

            

          

          
            
              
                
                  	
                          Its:

                        	Legal
      Representative


                

              

            

          

        

      

    
 

    
      
         


      

      
        8