THIS
      SERVICE AGREEMENT is
      made
      on, 12 March 2008.

     

    PARTIES:

    


    
      	
              1.

            	
              China
                Architectural Engineering, Inc.
                (Ticker RCH) of
                105 Baishi Road, Jiuzhou West Avenue, Zhuhai 519070, People’s Republic of
                China (the PRC), a Company incorporated in the State of Delaware,
                USA
                (“Company”) and currently listed on the American Stock
                Exchange;

            


    

    


    
      	
              2.

            	
              Xin
                Yue Jasmine Geffner of
                the State of New York, USA (the
“Executive”)

            


    

    


    INTRODUCTION:

    


    The
      Company has agreed to employ the Executive as Chief Financial Officer (CFO)
      and
      the Executive has agreed to accept that employment upon and subject to the
      terms
      and conditions set out in this Agreement.

    


    AGREED
      TERMS:

    


    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Definitions

            


    

    


    In
      this
      Agreement, unless the contrary intention appears -

     

    "Address
      for Service"
      means
      the address of each party appearing in this Agreement or such other address
      as
      either party may, by notice in writing to the other, nominate as its new address
      for service of notices;

     

    "Board"
      means
      the board of directors of the Company;

     

    "Business
      Day"
      means a
      day that is not a Saturday, Sunday, public holiday or bank holiday in Hong
      Kong;

     

    "Commencement
      Date"
      means 3
      March 2008;

     

    "Related"
      in
      respect of a corporation has the same meaning as "related body
      corporate";

     

    "Services"
      means
      the services of Chief Financial Officer as generally directed by the Board
      including, without limitation:

     

    
      	 	
              (a)

            	
              to
                perform duties relating to all financial and accounting matters,
                including
                but not limited to arrange equity and debt financing for the Company,
                supervise all financial and accounting personnel in parent company
                and all
                subsidiaries, investor relations;
                and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              (b)

            	
              to
                provide advice to the Chief Executive Officer and the Board of Directors
                on all matters relating to financial and accounting matters of the
                Company; and 

            


    

     

    
      	 	
              (c)

            	
              to
                undertake such travel at the expense of the Company as may be necessary
                for the Executive to properly perform the above duties and obligations;
                and

            


    

     

    
      	 	
              (d)

            	
              any
                and all complimentary or necessarily incidental duties and obligations
                entrusted to the Executive by the Chief Executive Officer or the
                Board of
                Directors.

            


    

    


    "Term"
      means
      the period commencing on the Commencement Date and ending on the earlier to
      occur of:

     

    
      	 	
              (a)

            	
              2
                March 2010, or such later date as may be agreed upon by the Company
                and
                the Executive (the “Expiration Date”);
                and

            


    

     

    
      	 	
              (b)

            	
              The
                date this Agreement is terminated by either
                party.

            


    

     

    
      	 	
              (c)

            	
              It
                is not necessary for the Executive to undergo a probationary
                period.

            


    

    


    
      	
              1.2

            	
              Interpretation

            


    

    


    In
      this
      Agreement, unless the contrary intention appears -

     

    
      	 	
              (a)

            	
              a
                reference to this Agreement or to another document includes this
                Agreement
                or that document as amended or
                varied;

            


    

     

    
      	 	
              (b)

            	
              unless
                otherwise stated, monetary amounts are expressed in Hong Kong
                Dollars;

            


    

     

    
      	 	
              (c)

            	
              clause
                headings and the table of contents are inserted for convenience only
                and
                are not to be used in interpreting this
                Agreement;

            


    

     

    
      	 	
              (d)

            	
              references
                to a statutory enactment or regulation include references to that
                enactment or regulation as amended or re-enacted and include references
                to
                any enactment or regulation which replaces an enactment or regulation
                referred to;

            


    

     

    
      	 	
              (e)

            	
              words
                importing any gender include all other
                genders;

            


    

     

    
      	 	
              (f)

            	
              words
                importing the singular include the plural and vice
                versa;

            


    

     

    
      	 	
              (g)

            	
              reference
                to a "party"
                is a reference to a party to this
                Agreement;

            


    

     

    
      	 	
              (h)

            	
              reference
                to an Annexure, Clause, Introduction, Item or Schedule is a reference
                to
                an annexure to, clause of, the introduction to, item in a schedule
                to, or
                a schedule to this Agreement:

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	 	
              (i)

            	
              reference
                to a person includes a natural person, corporation, incorporated
                association, statutory corporation, the Government and any other
                type of
                legal entity;

            


    

     

    
      	 	
              (j)

            	
              reference
                to a body or authority is if the body or authority has ceased to
                exist and
                unless otherwise prescribed by law, a reference to the body or authority
                which then has substantially the same objects as that body or authority
                and any reference to the Chief Executive Officer or Chairman of a
                body or
                authority is a reference to the senior officer or acting senior officer
                for the time being of that body or authority;
                and

            


    

     

    
      	 	
              (k)

            	
              "including"
                and "includes"
                are not words of limitations.

            


    

    


    
      	
              1.3

            	
              Business
                Day

            


    

    


    If
      the
      time for doing any act to be done under or pursuant to this Agreement expires
      on
      a day other than a Business Day, the time for doing that act is extended until
      the next Business Day.

    


    
      	
              1.4

            	
              Good
                Faith

            


    

    


    Each
      party must act in good faith towards the other and use its best endeavours
      to
      comply with the spirit and intention of this Agreement.

    


    
      	
              2.

            	
              EMPLOYMENT
                OF THE EXECUTIVE

            


    

    


    
      	
              2.1

            	
              The
                Company employs the Executive for the Term as the Chief Financial
                Officer
                to provide the Services to the Company and the Executive accepts
                that
                employment upon and subject to the terms and conditions set out in
                this
                Agreement.

            


    

    


    
      	
              2.2

            	
              The
                Company represents, warrants and covenants to the Executive that
                prior to
                the Company's execution of this Agreement it shall have obtained
                all
                necessary consents and approvals for this Agreement, including (but
                not
                limited to) the approval of the Company's Board of Directors and
                a
                majority of the independent Directors of the
                Board.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    
      	
              3.

            	
              DUTIES
                AND OBLIGATIONS OF THE
                EXECUTIVE

            


    

    


    
      	
              3.1

            	
              Obligations

            


    

    


    The
      Executive must throughout the Term:

     

    
      	 	
              (a)

            	
              serve
                the Company as the Chief Financial
                Officer;

            


    

     

    
      	 	
              (b)

            	
              provide
                the Services to the Company;

            


    

     

    
      	 	
              (c)

            	
              use
                her best endeavours to promote, extend and develop the business of
                the
                Company;

            


    

     

    
      	 	
              (d)

            	
              faithfully
                serve the Company;

            


    

     

    
      	 	
              (e)

            	
              report
                directly to the Chief Executive Officer;


            


    

     

    
      	 	
              (f)

            	
              comply
                with and observe all lawful and reasonable requests, directions and
                restrictions made or imposed by the Chief Executive Officer or the
                Board
                of Directors. 

            


    

    


    
      	
              3.2

            	
              Confidentiality

            


    

    


    The
      Executive covenants and warrants with and to the Company that during the Term
      and at all times thereafter she will not divulge either directly or indirectly,
      knowingly or inadvertently, any knowledge or information concerning the
      business, financial affairs, property or clients of the Company or any related
      corporation of the Company other than

     

    
      	 	
              (a)

            	
              information
                which is in the public domain (otherwise than as a result of a breach
                of
                this Clause);

            


    

     

    
      	 	
              (b)

            	
              as
                required by law; or

            


    

     

    
      	 	
              (c)

            	
              to
                her legal or financial advisers for the purpose of obtaining professional
                advice.

            


    

    


    
      	
              4.

            	
              REMUNERATION

            


    

    


    4.1 Salary

    


    
      	
            	(a)	
              The
                Company must pay to the Executive Hong Kong Dollars Eight Hundred
                and
                Forty Thousand ($840,000) per year, which is equivalent to Hong Kong
                Dollars Seventy Thousand ($70,000.00) per month which includes in
                the said
                Salary an amount up to Hong Kong Dollars Two Hundred and Forty Thousand
                ($240,000) per year may be used by the Executive at her discretion
                for her
                children’s education purposes;
                and

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
            	(b)	
              The
                Company must pay housing allowance to the Executive Hong Kong Dollars
                Seven Hundred and Twenty Thousand ($720,000) per year, which is equivalent
                to Hong Kong Dollars Sixty Thousand ($60,000.00) per month in addition
                to
                the above mentioned Salary which may be used by the Executive at
                her
                discretion; and

            


    

    


    
      	
            	(c)	
              The
                Company must pay salary together with the housing allowance on 1st
                of
                every month in equal monthly instalments in advance. If the payment
                day is
                the same as holiday or resting day, The Company should pay at the
                nearest
                working day; and

            


    

    


    
      	
            	(d)	
              The
                salary and housing allowance must be paid by legal tender and instead
                of
                kind or value securities.

            


    

    


    4.2 Shares

    


    
      	 	
              (a)

            	
              As
                a signing bonus, the Company and/or its representative, must issue
                to the
                Executive or transfer to the Executive, at no cost to the Executive
                (including as to stamp duty or taxes), seventy thousand (70,000)
                Shares of
                the Company at the Commencement Date;
                and

            


    

    


    
      	 	
              (b)

            	
              The
                Company and/or its representative, must issue to the Executive or
                transfer
                to the Executive, at no cost to the Executive (including as to stamp
                duty
                or taxes), seventy thousand (70,000) Shares of the Company at the
                first
                anniversary of the Commencement Date;
                and

            


    

    


    
      	 	
              (c)

            	
              The
                Company and/or its representative, must issue to the Executive or
                transfer
                to the Executive, at no cost to the Executive (including as to stamp
                duty
                or taxes), minimum sixty thousand (60,000) additional Shares of the
                Company at the first anniversary of the Commencement Date, provided
                that
                the Executive has performed her Services to the satisfaction of the
                Chief
                Executive Officer and the Board of Directors, including but not limited
                to
                contributing to the Company’s financial and operating performance,
                enhancing the Company’s reputation within the investment community;
                and

            


    

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              The
                Company and/or its representative, must issue to the Executive or
                transfer
                to the Executive, at no cost to the Executive (including as to stamp
                duty
                or taxes), minimum sixty thousand (60,000) additional Shares of the
                Company at the second anniversary of the Commencement Date, provided
                that
                the Executive has performed her Services to the satisfaction of the
                Chief
                Executive Officer and the Board of Directors, including but not limited
                to
                contributing to the Company’s financial and operating performance,
                enhancing the Company’s reputation within the investment community;
                and

            


    

    


    
      	 	
              (e)

            	
              The
                Shares shall be subject to a 12 month lock-up. All of the Shares
                described
                in this Agreement must be of the same type and class of shares as
                are
                being traded on the American Stock Exchange as of the Commencement
                Date.

            


    

    


    
      	
              4.3

            	
              Cash
                Bonus

            


    

    


    
      	 	
              (a)

            	
              The
                Company must pay to the Executive a cash bonus no lower than Hong
                Kong
                Dollars Four Hundred Thousand ($400,000) per year;
                and

            


    

    


    
      	
            	(b)	
              The
                Cash Bonus shall be paid at the first and the second anniversary
                of the
                Commencement Date. 

            


    

    


    
      	
              4.4

            	
              Holidays
                and Vacation Days

            


    

    


    
      	 	
              (a)

            	
              The
                Executive is entitled to all standard holidays for any typical Hong
                Kong
                employee per year; and 

            


    

    


    
      	 	
              (b)

            	
              The
                Executive is entitled to accrue up to twenty (20) working days’ paid
                vacation per year during her Employment (plus public holidays in
                Hong
                Kong). The right to paid vacation will accrue pro rata during each
                year of
                the Employment. 

            


    

    


    
      	 	
              (c)
                

            	
              On
                termination of the Employment, the Executive shall be entitled to
                payment
                in lieu of accrued but untaken vacation on a pro rata
                basis.

            


    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    
      	
              4.5

            	
              Medical,
                Dental and Vision
                Insurance

            


    

    


    
      	 	
              (a)

            	
              The
                Company must, at its own expense, maintain throughout the Term insurance,
                with a reputable insurance company, which covers medical, dental
                and
                vision expenses including but not limited to annual check-ups for
                the
                Executive and her immediate family (husband and children) worldwide,
                including but not limited to Hong Kong, the PRC, the United States;
                and

            


    

     

    
      	 	
              (b)

            	
              The
                Company must reimburse the Executive for any out of pocket expenses
                (not
                covered by the insurance) related to medical, dental and vision needs
                of
                the Executive and her immediate family (husband and children) worldwide.
                

            


    

    


    
      	
              4.6

            	
              Accidental
                Death, Dismemberment and Travel
                Insurance

            


    

    


    
      	 	
              (a)

            	
              The
                Company must, at its own expense, maintain throughout the Term insurance,
                with a reputable insurance company, which insures against accidental
                death, dismemberment and accidents that may arise out of travel for
                the
                Executive and her immediate family (husband and children) worldwide,
                including but not limited to Hong Kong, the PRC, the United States;
                and.

            


    

    


    
      	 	
              (b)

            	
              The
                Company must reimburse the Executive for any out of pocket expenses
                (not
                covered by the insurance) related to the accidental death, dismemberment
                and accidents that may arise out of travel by the Executive and her
                immediate family (husband and children)
                worldwide.

            


    

    


    
      	
              4.7

            	
              Life
                Insurance

            


    

    


    The
      Company must, at its own expense, maintain throughout the Term a life insurance,
      with a reputable insurance company, which insures against the death of the
      Executive and pays a minimum benefit of US Dollars Two Million ($2,000,000)
      to
      the Executive’s named beneficiaries. To the extent that such insurance
      constitutes a taxable benefit to the Executive in either Hong Kong or the U.S.,
      the Company shall pay to the Executive as a “gross-up” an additional amount
      sufficient to pay the Executive’s income or related taxes on the value of such
      benefit. 

    


    
      	
              4.8

            	
              Corporate
                Apartment

            


    

    


    The
      Company must, at its own expense, provide the Executive an apartment in Hong
      Kong until the end of July 2008. To the extent that such apartment constitutes
      a
      taxable benefit to the Executive in either Hong Kong or the U.S., the Company
      shall pay to the Executive as a “gross-up” an additional amount sufficient to
      pay the Executive’s income or related taxes on the value of such
      benefit.


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              4.9

            	
              Moving
                Expenses

            


    

    


    The
      Company must reimburse the Executive all moving expenses arising out of her
      and
      her immediate family’s (husband and children) move from the State of New York,
      USA to Hong Kong, including but not limited to air travel tickets for her and
      her immediate family, moving of furniture and other belongings. Upon the
      expiration or termination of the Executive’s employment with the Company for any
      reason other than a termination of her employment pursuant to Section 7.1 below,
      the Company shall reimburse the Executive all moving expenses arising out of
      her
      and her family’s move from Hong Kong to the USA., including but not limited to
      air travel tickets for her and her immediate family, moving of furniture and
      other belongings. To the extent that such reimbursement constitutes a taxable
      benefit to the Executive in either Hong Kong or the U.S., the Company shall
      pay
      to the Executive as a “gross-up” an additional amount sufficient to pay the
      Executive’s income or related taxes on the value of such benefit.

    


    
      	
              4.10

            	
              Tax,
                Accounting and Legal
                Expenses

            


    

    


    The
      Company must reimburse all tax, accounting and legal expenses, including but
      not
      limited to annual USA and Hong Kong personal income tax filings for the
      Executive and her immediate family, accountant and legal expenses associated
      with this Agreement.

    


    To
      the
      extent that payment by the Company of any of the items described in Sections
      4.5
      through 4.10 constitutes a taxable benefit to the Executive in either Hong
      Kong
      or the U.S., the Company shall pay to the Executive as a “gross-up” an
      additional amount sufficient to pay the Executive’s income or related taxes on
      the value of such benefit(s).

    


    
      	5.	
              LOCATION,
                TRAVEL
                AND BUSINESS EXPENSES

            


    

    


    
      	
              5.1

            	
              Location
                of the Executive

            


    

    


    The
      Company acknowledges that, throughout the Term, the Executive will be based
      in
      Hong Kong but will travel to the Company’s offices when
      required.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    
      	
              5.2

            	
              Travel
                and Accommodation

            


    

    


    When
      the
      Executive undertakes pre-approval travel within the PRC and elsewhere for the
      Company, the Company must meet the full cost of that travel in accordance with
      the Company’s reimbursement policies.

    


    
      	
              5.3

            	
              Business
                Expenses

            


    

    


    The
      Executive is entitled to reimbursement for reasonable and necessary business
      expenses incurred in connection with the performance of the Executive’s duties
      in accordance with the Company’s reimbursement policies.

    


    
      	
              6.

            	
              INSURANCE
                AND INDEMNITY

            


    

    


    
      	
              6.1

            	
              Directors’
                & Officers’ Liability
                Insurance

            


    

    


    The
      Company must, at its own expense, maintain throughout the Term insurance,
      commonly known as directors’ and officers’ liability insurance, with a reputable
      insurance, in such amounts as determined by the Board of Directors.

    


    
      	
              6.2

            	
              Indemnity

            


    

    


    The
      Company shall indemnify and hold harmless the Executive from and against all
      and
      any liability incurred by the Executive in her capacity as Chief Financial
      Officer of the Company to the fullest extent allowable under Delaware
      law.

    


    
      	
              7.

            	
              TERMINATION

            


    

    


    
      	
              7.1

            	
              Termination
                by the Company for Cause

            


    

    


    The
      Company may forthwith terminate this Agreement if the Executive at any time
      -

     

    
      	 	
              (a)

            	
              commits
                any act involving fraud, deceit or dishonesty in relation to her
                employment with the Company;

            


    

     

    
      	 	
              (b)

            	
              becomes
                bankrupt or commits an act of bankruptcy or suspends payment of her
                debts
                or compounds with or assigns her estate for the benefit of her creditors
                and such condition is not remedied within a period of no more than
                sixty
                (60) days after the Company provides notice of potential termination
                to
                the Executive;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    
      	 	
              (c)

            	
              is
                convicted of any criminal offence carrying a maximum penalty of not
                less
                than twelve (12) months
                imprisonment;

            


    

     

    
      	 	
              (d)

            	
              persistently
                neglects the duties and responsibilities of her position with the
                Company;

            


    

     

    
      	 	
              (e)

            	
              materially
                breaches this Agreement and does not remedy the breach within fourteen
                (14) Business Days of receipt of notice in writing from the Company
                specifying the breach;

            


    

     

    and
      without prejudice to any other claim, right or remedy which the Company may
      have
      against the Executive.

    


    
      	
              7.2

            	
              Termination
                by the Executive for Cause

            


    

    


    The
      Executive may forthwith terminate this Agreement if the Company at any time
      -

     

    
      	 	
              (a)

            	
              is
                in default of any of its agreements, duties or obligations under
                this
                Agreement and fails to rectify that default within fourteen (14)
                Business
                Days after being requested to do so by notice in writing from the
                Executive;

            


    

     

    
      	 	
              (b)

            	
              has
                a liquidator, provisional liquidator, receiver, receiver and manager
                or
                official manager appointed to it or has an administrator appointed
                to
                it;

            


    

     

    
      	 	
              (c)

            	
              fails
                to maintain the Executive in the position of Chief Financial Officer
                (or
                any other position not less senior to such position);
                

            


    

     

    
      	 	
              (d)
                

            	
              a
                material diminution in the nature or scope of the Executive’s
                responsibilities, duties or authority;


            


    

     

    
      	 	
              (e)
                

            	
              relocation
                of the Company’s executive offices outside of Hong Kong or relocation of
                Executive away from the executive offices;


            


    

     

    
      	 	
              (f)
                

            	
              failure
                of the Company to timely make any material payment or provide any
                material
                benefit under this Agreement, or the Company’s material reduction of any
                compensation, equity or benefits that the Executive is eligible to
                receive
                under this Agreement which failure is not cured within five (5) business
                days after notice to the Company by the
                Executive;

            


    

     

    
      	 	
              (g)
                

            	
              requires
                the Executive to engage in any activities or conduct despite the
                Executive
                expressing in good faith the opinion that such activities or conduct
                would
                constitute a violation of any criminal laws, accounting standards
                in
                either Hong Kong or the United States, (for so long as the Company’s
                shares continue to be traded on any exchange in the U.S.) any applicable
                U.S. securities laws (including, but not limited to, the Sarbanes-Oxley
                Act of 2002), or Section 7.1(a) above, and without prejudice to any
                other
                claim, right or remedy which the Executive may have against the
                Company.

            


    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    
      	
              7.3

            	
              Payment
                upon Termination

            


    

    


    
      	 	
              (a)

            	
              If
                the Executive terminates this Agreement pursuant to Clause 7.2 or
                is
                terminated by the Company under circumstances outside of Clause 7.1,
                the
                Company must within ten (10) Business Days after the date of that
                termination pay to the Executive the whole of the remuneration of
                the
                Executive pursuant to Clause 4 which, but for the termination of
                this
                Agreement, would be payable to the Executive under this Agreement
                until
                the Expiration Date. 

            


    

    


    
      	 	
              (b)

            	
              The
                remuneration payable to the Executive under this Section 7.3 must
                include,
                but is not limited to, salary, cash bonus, holidays, vacation days,
                all
                insurance and other reimbursements provided for in this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              The
                Shares issued pursuant to Clause 4.2 shall cease to be covered by
                any
                applicable lock-up immediately upon such termination.
                

            


    

    


    
      	
              7.4

            	
              Shares
                

            


    

    


    The
      termination of this Agreement by the Executive in accordance with the terms
      of
      this agreement does not affect in any way the Shares issued or transferred
      to
      the Executive pursuant to Clause 4.2.

    


    
      	
              7.5

            	
              Obligations
                on Termination

            


    

    


    On
      termination of this agreement, the Executive must return to the Company all
      tangible property of the Company or any Group Company including, but not limited
      to, all books, documents, papers, materials, portable telephones, computer
      hardware and software, computer disks, credit or charge cards, cars, keys and
      any other property (including copies, summaries and excerpts) belonging to
      or
      relating to the affairs or business of the Company or any Group Company held
      by
      the Executive or under the Executive’s control.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    
      	
              8.

            	
              MODIFICATION
                OF THE SERVICE AGREEMENT 

            


    

    


    
      	 	
              (a)

            	
              If
                any party wants to modify relevant clauses of this Agreement, he
                or she
                should inform the other party by written
                form.

            


    

    


    
      	 	
              (b)

            	
              Relevant
                clauses, which are agreed by both parties after negotiation, could
                be
                modified according to the
                procedures.

            


    

    


    
      	9.	
              NEW
                SERVICE AGREEMENT

            


    

    


    
      	 	
              (a)

            	
              The
                parties must attempt to negotiate the terms and conditions of a new
                service agreement between the Company and the Executive to commence
                immediately upon the expiration of the Term and for a term to be
                agreed.

            


    

     

    
      	 	
              (b)

            	
              The
                terms and conditions of the new service agreement referred to in
                Clause
                (a) must not be less favourable to the Executive than the terms and
                conditions of this Agreement.

            


    

     

    
      	 	
              (c)

            	
              If
                the parties cannot agree on a new Service Agreement, the Agreement
                will
                terminate in accordance with its
                terms.

            


    

    


    
      	
              10.

            	
              CONFIDENTIALITY

            


    

    


    
      	
              10.1

            	
              Obligations
                of the Parties

            


    

    


    Each
      party must maintain in confidence all confidential information relating to
      the
      business affairs of the other party, however that information is obtained,
      and
      may only disclose that information -

     

    
      	 	
              (a)

            	
              as
                required by law or any applicable
                stock-exchange;

            


    

     

    
      	 	
              (b)

            	
              for
                prosecuting or defending any claim, action, proceeding or
                demand;

            


    

     

    
      	 	
              (c)

            	
              in
                confidence to that party’s professional advisers to obtain professional
                advice; or

            


    

     

    
      	 	
              (d)

            	
              with
                the prior written consent of the
                other.

            


    

    


    
      	
              11.

            	
              GENERAL

            


    

    


    
      	
              11.1

            	
              Assignment

            


    

     

    This
      Agreement is for the benefit of and is binding on the parties but neither the
      rights nor the obligations of the parties under this Agreement may be
      voluntarily novated or assigned, wholly or partly, to any person without the
      prior written consent of the other.


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    
      	
              11.2

            	
              Entire
                Agreement

            


    

     

    This
      Agreement constitutes the entire agreement between the parties regarding the
      matters set out in it and supersedes any prior representation, understanding
      or
      arrangement made by the parties, whether orally or in writing. This Agreement
      may not be varied other than by a later written agreement executed by the
      parties.

    


    
      	
              11.3

            	
              Further
                Assurance

            


    

     

    Each
      party must, and must ensure that its employees and agents will, execute all
      Agreements and do all things necessary to give full effect to the arrangements
      contemplated by this Agreement.

    


    
      	
              11.4

            	
              Waiver

            


    

     

    No
      delay
      by a party in exercising any right under this Agreement will operate as a
      waiver, of that right nor will any waiver by a party of any right under this
      Agreement operate as a waiver of any other right of that party, nor will any
      single or partial exercise of any right preclude any further exercise of that
      or
      any other right under this Agreement.

    


    
      	
              11.5

            	
              Severance

            


    

     

    If
      any
      provision of this Agreement is in any way unenforceable, it is to be read down
      so as to be enforceable or, if it cannot be read down, the provision (or where
      possible, the offending party) is to be severed from this Agreement without
      affecting the enforceability of the remaining provisions (or parts of those
      provisions) which will continue in effect.

    


    
      	
              11.6

            	
              Existing
                Rights

            


    

     

    Expiry
      or
      termination of this Agreement will not affect any right accrued prior to the
      expiry or termination.


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    
      	
              11.7

            	
              Notices

            


    

     

    Any
      notice, consent or other communication ("notice")
      which
      either party is required or wants to give to the other party must be in writing
      and may be given by-

     

    
      	 	
              (a)

            	
              being
                delivered to the recipient at its Address for
                Service;

            


    

     

    
      	 	
              (b)

            	
              being
                sent by facsimile transmission to the facsimile number of the recipient;
                or

            


    

     

    
      	 	
              (c)

            	
              being
                sent by prepaid ordinary mail (and by facsimile transmission) to
                the
                Address for Service of the recipient
                party,

            


    

     

    and
      the
      notice will be given -

     

    
      	 	
              (i)

            	
              if
                delivered personally, on the date of
                delivery;

            


    

     

    
      	 	
              (ii)

            	
              if
                sent by facsimile transmission, on the date on which the sending
                party’s
                facsimile machine records that it has been transmitted;
                or

            


    

     

    
      	 	
              (iii)

            	
              if
                sent by prepaid ordinary mail, three (3) Business Days after
                posting.

            


    

    


    
      	
              11.8

            	
              Stamp
                Duty

            


    

     

    The
      Company will pay any stamp duty payable on this Agreement or any instrument
      or
      transaction required by this Agreement.

    


    
      	
              11.9

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in any number of counterparts. All counterparts taken
      together will constitute one instrument.

    


    
      	
              11.10

            	
              Binding
                Agreement

            


    

     

    Each
      party warrants that it is authorised and has capacity to execute this Agreement
      and to bind itself to this Agreement.

    


    
      	
              11.11

            	
              Governing
                Law

            


    

     

    This
      Agreement is governed by and is to be construed in accordance with the laws
      in
      the state of Delaware.

    


    
      	
              11.12

            	
              Power
                of Attorney

            


    

     

    If
      this
      Agreement is executed by an attorney on behalf of a party, the attorney declares
      that he has no notice of the revocation of the power of attorney.

    



    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


    EXECUTED
      AS AN AGREEMENT

    


    
      	
              THE
                COMPANY CHOP
                of
                China
                Architectural Engineering, Inc.
                was affixed to this Agreement in accordance with its Constitution
                in the
                presence of:

            	 	
              )

              )

              )

              )

            	
               

            
	 	 	 	 
	
              /s/ Tang Nian Zhong

            	 	 	/s/ Luo Ken
              Yi
	
              
Signature
              of Director/Secretary	 	 	
              
 Signature
              of Director/Secretary
	 	 	 	 
	Tang Nian
              Zhong	 	 	Luo Ken Yi
	
              

              Full
                Name of Signatory

            	 	 	
              

              Full
                Name of Signatory

            


    

    


    


    
      	
              SIGNED
                by
                the EXECUTIVE
                in
                the presence of:

            	 	
              )

              )

              )

            	
               

               

            
	 	 	 	 
	/s/ Pang Sze
              Man	 	 	/s/ Xin Yue
              Jasmine
              Geffner
	
              
Signature
              of Witness	 	 	
              
Signature
	 	 	 	 
	Pang Sze Man	 	 	Xin Yue Jasmine
              Geffner
	
              

              Print
                Name

            	 	 	
              

              Print
                Name

            


    

    



    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	DATE
	
              12
                March
                2008

            


    

     

    
 

    
      	
              Between

               

              China
                Architectural Engineering, Inc.

               

               

              and

               

              [Xin
                Yue Jasmine Geffner]

               

               

               

               

               

               

               

               

               

            
	
              SERVICE
                AGREEMENT