February
1, 2010

      


      Mr.
Jianhua Wu

      China
Wind Systems, Inc.

      No. 9
Yanyu Middle Road

      Qianzhou
Village, Huishan District, Wuxi City

      Jiangsu
Province, People’s Republic of China

      


      Dear Mr.
Wu,


       

      Thank you
for the opportunity to be of service to you.  This letter and the
accompanying attachments outline the terms of our engagement by China Wind
Systems, Inc. (the “Company”), as we understand them.  The term of the
employment hereunder shall commence on February 1, 2010. Please indicate your
agreement by signing in the space provided at the end of this letter and
returning the original to us.

      


      SCOPE
OF ENGAGEMENT

      


      We are
being engaged to:

       

      
        
        

      

      
        	
                 
      

              	
                ·

              	
                Provide
      outsourced/financial reporting/controller services for the Company and its
      wholly-owned subsidiaries, Wuxi Huayang Dyeing Machinery Co., Ltd. and
      Wuxi Huayang Electrical Equipment Co.,
Ltd.

              


      

      
        	
                 
      

              	
                ·

              	
                Assist
      the Company and its management in dealing with auditing process and with
      the auditing firm including visiting the Company’s location during the
      audit process and helping the Company prepare and finalize the audit in a
      timely and efficient manner.

              


      

      
        	
                 
      

              	
                ·

              	
                Assemble
      your annual and quarterly financial statements, which include a balance
      sheet, statement of operations, statement of stockholders’ equity, and a
      statement of cash flows and footnotes for specific periods in order to
      conform to generally accepting accounting principles accepting in the
      United States of America.   Additional, we will assist
      management in the preparation of financial statements and work papers
      related to annual financial audits and quarterly SEC
      filings.  SEC filings shall include quarterly 10-Q reports,
      financial portions of 10-K report and, management’s discussion and
      analysis.

              


      

      
        	
                 
      

              	
                ·

              	
                Assist
      management in any communications with the United States Securities and
      Exchange Commission.

              


      

      


      1643
Royal Grove Way, Weston, FL 33327 * Phone: (800) 867-0078 * Fax (954)
337-2204


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      Page
2

      
        	
                 
      

              	
                ·

              	
                Summarize
      such adjusting entries as management deems necessary to reflect
      non-monetary transactions (e.g., depreciation, capitalization of costs,
      loan amortization, intercompany transactions,
  etc.).

              


      

      


      Additionally,
we will provide the following services:

      


      
        	
                 
      

              	
                ·

              	
                Assist
      you in communications with the Company’s Board of Directors including set
      up of board meetings, participation at board meetings, and any other board
      issues

              


      

      
        	
                 
      

              	
                ·

              	
                Assist
      the Company in any due diligence requirements from any potential funding
      source including preparation of budgets, projections, and financial
      analysis.

              


      

      
        	
                 
      

              	
                ·

              	
                We
      will continually train Company staff and will provide greater oversight
      and we will advice management about all financial issues related to being
      a public entity.

              


      

      
        	
                 
      

              	
                ·

              	
                We
      will assist the Company in preparing other public filings required by the
      Company including 8-K filings and registration statements on Form
      S-1.

              


      

      


      We do not
undertake to, and will not, provide any opinion or form of assurance on the
financial statements we assemble in connection with these services and,
accordingly, we do not undertake to make inquiries or perform other procedures
to verify, corroborate, or review information supplied by you.  Our
engagement to assemble financial statements cannot be relied upon to disclose
errors, irregularities, or illegal acts, including fraud or defalcation that may
exist.

      


      In
performing the services contemplated by this agreement, we will provide the
services of Adam Wasserman, who will serve as vice president of financial
reporting.   We understand that this position is not the position
of an executive officer of the Company and that Mr. Wasserman will not have any
authority to bind the Company.

      


      FINANCIAL
TERMS

      


      Our fees
for the above services will be billed monthly and will consist of annual cash
compensation of $42,000 plus 8,000 common shares per annum (2,000 common shares
per quarter payable on March 31, 2010, June 30, 2010, September 2010 and
December 31, 2010).   Unforeseen complexities in the data or
applicable regulations could result in a fee adjustment, but we will discuss any
changes with you in advance.  Invoices will be sent monthly and are
payable upon presentation.  Lack of payment may result in our
termination of services until your account is fully paid. Out of pocket fees
will be reimbursed separately and will consist of travel expenses.

      


      The above
fee will commence on February 1, 2010. The Company shall pay cash portion of the
monthly fee at the beginning of each month.

      


      Our
Standard Engagement Terms are attached and incorporated herein by
reference.  Please review these terms carefully.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Page
3

      


      We
appreciate your trust and confidence in our professional services.  If
we can answer any questions regarding this engagement or our fees, or explain
any of our other services, please do not hesitate to contact us. If the
foregoing is consistent with your intentions and understanding, please sign this
letter in the space provided and return it to us.

      
        
          
            
              	 
      	
                      Regards,

                    
	 
      	
                      
                        

                      

                    
	 
      	
                      Adam
      Wasserman

                    
	 
      	
                      Chief
      Executive Officer

                    


            

          

        

      

      


      I
understand and agree with the provisions outlined above.

      


      
        
          
            
              	
                      /s/
      Jianhua Wu

                    	 	 
      
	 
      	 	
                      2/1/10

                    
	
                      Signature

                    	 	
                      Date

                    


            

          

        

      

      


      
        
          	
                  Print Name:

                	
                  Jianhua
Wu

                


        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      STANDARD
ENGAGEMENT TERMS

      


      The
following terms govern the engagement between the addressee of the accompanying
engagement letter (You) and CFO Oncall Asia, Inc. (CFO).

      


      CONFIDENTIALITY

      CFO
treats all Client relationships as confidential and will not disclose your
financial or tax information to anyone outside of CFO without your written
permission except as required by law or regulation.  Your permission
may be granted by identifying the parties (e.g. financial advisor, attorney,
banker, etc.) to whom disclosure is permitted below, or by other written
correspondence. CFO further agrees to bind its employees and subcontractors to
the terms and conditions of this Agreement.

      


      
        
          

        



      CLIENT
PROVIDED INFORMATION

      You
represent that all information provided to CFO is accurate and complete to the
best of your knowledge.  Further, if these services involve tax return
preparation, you represent that unless CFO is otherwise advised in writing or
acts as your business manager, you possess the required supporting documentation
for such tax deductions as travel, entertainment, business gifts, charitable
contributions, automobile usage, etc.  CFO is not responsible for any
additional tax, penalties or interest that might result from the lack of
documentation for such deductions upon audit.

      


      PROFESSIONAL
JUDGMENT

      CFO will
use its professional judgment in applying tax, accounting, or other rules
applicable to this engagement.  Wherever there are conflicting,
reasonable interpretations of the rules, we will advise you of the possible
positions you might take and follow the position you request as long as it is
consistent with applicable professional, statutory or regulatory standards.
Should the positions taken result in additional taxes, penalties, fines,
interest or any other damages, we assume no responsibility for such
costs.

      


      CHANGES
OR MODIFICATIONS IN SCOPE OF ENGAGEMENT

      Should
the scope of the engagement change, CFO will prepare a Change Order letter
outlining the necessary changes and the modification of fees.  CFO
will not proceed with the modified scope without your prior
approval.  Fee increases resulting from Change Orders will be billed
immediately and are due upon receipt.

      


      TERMINATION
OF ENGAGEMENT

      Unless
otherwise stated in the accompanying engagement letter, this engagement may be
terminated upon thirty (30) days written notice by either party; provided,
however, that these Standard Engagement Terms shall survive the termination of
this engagement.

      


      WORKPAPER
OWNERSHIP

      All
documents and work papers, including, but not limited to, data in electronic
form, which emanate from the services performed by CFO remain the sole property
of CFO.  CFO retains its work papers at its discretion and does not
retain superseded materials.

      


      ORIGINAL
CLIENT RECORDS

      Unless
otherwise noted in the accompanying engagement letter, you are responsible to
retain original documents as may be necessary to justify reported revenues,
expenses, etc.  CFO may choose to retain selected copies of documents
in its work papers.

      


      LIMITATIONS
ON SCOPE OF ENGAGEMENT AND VERIFICATION OF INFORMATION

      Unless
otherwise stated in the accompanying engagement letter, CFO will not audit or
otherwise verify the information provided by you or third parties. This
engagement cannot be relied upon to disclose errors and irregularities,
including fraud or misappropriation of assets that may
exist.  However, CFO will inform you of irregularities that come to
its attention, unless they are inconsequential.

      


      INDEMNIFICATION
FOR MANAGEMENT MISREPRESENTATION

      If we incur legal fees as a result of
our reliance on any false representation by you, you agree to reimburse us for
all of our legal fees and related costs of defense.