Unassociated Document


    Exhibit
      10.8

    


    TRUST
      AGREEMENT

    


    This
      Trust Agreement is entered into this 3rd day
      of
June
      2006
      between
Conrad
      Kwong Yue Tsang
      ("Trustee"), a Hong Kong citizen who is a partner at Baring Asia II Holdings
      Limited and Wang
      Hu,
      a
      mainland China citizen who currently holds all the outstanding shares of Pansoft
      Company Limited (“Pansoft”), formerly known as Time Maker Limited, a British
      Virgin Islands corporation, for the benefit of all the shareholders of Pansoft
      (Jinan) Co., Ltd., a P.R. China corporation, as of June 3, 2006 (the
      "Shareholders").

    


    WHEREAS,
      Pansoft (Jinan) Co., Ltd., a P.R. China corporation ("PJCL"), will become a
      wholly owned subsidiary of Pansoft.

    


    WHEREAS,
      the Board of Directors of Pansoft has resolved to distribute 94.12% shares
      of
      common stock of Pansoft (the "Shares") to the Shareholders of PJCL.

    


    WHEREAS,
      in order for the distribution of such shares to occur Pansoft and PJCL will
      be
      required to file an application to register with the local office of China’s
      State Administration of Foreign Exchange in Jinan city, Shangdong
      province.

    


    WHEREAS,
      when such registration is filed and the parties desire that the Shares be held
      by the Trustee until the effectiveness of the registration and the ultimate
      distribution of Shares back to the Shareholders.

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    1. Wang
      Hu
      agrees to deliver the Shares that he holds in Pansoft to the Trustee, and the
      Trustee hereby agrees to act as trustee for the Shareholders and to hold the
      Shares for the benefit of the Shareholders.

    


    2. Wang
      Hu
      hereby unequivocally and irrevocably conveys, transfers and assigns to Trustee
      and Trustee hereby accepts the Shares and undertakes to hold such Shares in
      trust and for the benefit of the Shareholders pursuant to the terms hereof
      pending their final distribution to the Shareholders.

     

    3. During
      the period the Shares are held in trust (the "Holding Period"), no transfer,
      sale, conveyance, assignment or any encumbrance whatsoever of the Shares by
      the
      Trustee shall be made without the written consent of Wang Hu.

    


    4. During
      the Holding Period, all voting and ownership rights respecting the Shares shall
      remain with the Shareholders and the Trustee shall hold the Shares beneficially
      for the benefit of the Shareholders.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5. When
      the
      Trustee is notified in writing by Wang Hu and has independently verified that
      all requirements for distribution of the Shares have been fulfilled, in
      particular, when PJCL has received a Notice of Effectiveness of its
      registration, the Trustee shall deliver the Shares to back to Timeway Group
      Limited, a British Virgin Islands Corporation that is 100% owned by the
      shareholders of PJCL, for distribution to the Shareholders. Thereafter, all
      responsibilities of the Trustee and this Trust Agreement shall
      cease.

    


    6. In
      performing any of his duties hereunder, the Trustee shall not incur any
      liability to Pansoft for damages, losses or expenses except for default or
      negligence, and he shall accordingly not incur any such liability with respect
      to: (i) any action taken or omitted in good faith, or (ii) any action taken
      or
      omitted in reliance upon any instrument, as to its due execution, and the
      validity and effectiveness of its provisions, but also as to the truth and
      accuracy of any information contained therein provided such action or omission
      was taken in the reasonable exercise of his duty of care.

    


    7. Pansoft
      agrees to indemnify and hold harmless the Trustee against any and all losses,
      claims, damages, liabilities and expenses, including reasonable costs of
      investigation and counsel fees and disbursements, which may be imposed upon
      Trustee hereunder or in the performance of his duties hereunder, including
      any
      litigation arising from this agreement or involving the subject matter hereof
      or
      the Shares deposited hereunder, except insofar as such losses, claims, damages,
      liabilities and expenses resulted from the default or negligence of the
      Trustee.

     

    8. If
      the
      Trustee shall be uncertain as to the Trustee's duties or rights under the
      provisions of this Trust Agreement or in the event of any dispute between the
      parties hereto or any third party claiming beneficiary status under this Trust
      Agreement, Trustee may submit this matter to any court of competent jurisdiction
      in an interpleader or similar action. Without limiting the generality of the
      foregoing, if the Trustee shall be uncertain as to his duties or rights
      hereunder, and he shall receive any notice, advice, schedule, report,
      certificate, direction or document for any person or entity with respect to
      the
      shares held in trust or this Trust Agreement, which in the opinion of Trustee
      is
      in conflict with any of the provisions of this Trust Agreement, or shall be
      advised that a dispute has arisen with respect to the ownership for right of
      possession of the Shares, or any part thereof, Trustee shall be entitled,
      without liability to the Shareholders, to refrain from taking any action other
      than to exercise his best efforts to maintain the Shares until he shall be
      directed otherwise in writing by an order, decree, or judgment of a court of
      competent jurisdiction.

    


    9. The
      Trustee shall not be responsible for the genuineness of any certificate or
      signature, and may rely exclusively upon and shall not incur any liability
      by
      acting in reliance upon any notice, affidavit, request, consent or other
      instrument believed by the Trustee to be genuine and otherwise duly authorized
      and properly made.

    


    10. This
      Trust Agreement shall be governed by and construed in accordance with the laws
      of British Virgin Islands.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    11. This
      Agreement may be executed in several counterparts or by separate instruments,
      and all of such counterparts and instruments shall constitute one agreement,
      binding on all the parties hereto.

    


    12.
       This
      Agreement constitutes the entire Trust Agreement between the parties hereto
      with
      respect to the subject matter hereof, and supersedes all prior agreements and
      understandings, written or oral, of the parties in connection
      therewith.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Trust Agreement on the
      date and year first above written.

    


    


    By:
      /s/Wang
      Hu

    Wang
      Hu


    


    


    


    TRUSTEE:

    


    By:
      /s/Conrad
      Kwong Yue Tsang

    Conrad
      Kwong Yue Tsang