Exhibit 10.1


    


    ENTRUSTED
      MANAGEMENT AGREEMENT

    


    AIDONG
      YU

    DANDAN
      YU

    CHUNXIAO
      ZOU

    YANJUN
      HUANG

    YULIANG
      XIE

    YANPING
      YU

    QIANG
      SUI

    AIPING
      YU

    YUNXIAO
      ZOU

    


    AND

    


    HUAKANG
      ZHOU

    


    For

    


    PAPERCLIP
      SOFTWARE, INC.

    


    


    


    November
      8, 2006

    JILIN
      PROVINCE,
      CHINA

    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    Entrusted
      Management Agreement

    


    This
      Entrusted Management Agreement (the "Agreement") is entered into on the
      8th
      day of
      November, 2006 in Jilin, China by:

    


    Party
      A:
      1 Aidong Yu, a citizen of PRC.

    
      	 	
              2.
                Dandan Yu, a citizen of PRC.

            


    

    3.
      Chunxiao
      Zou,
      a
      citizen of PRC.

    4.
      Yuliang
      Xie,
      a
      citizen of PRC.

    5.
      Yanping
      Yu,
      a
      citizen of PRC.

    6.
      Qiang
      Sui,
      a
      citizen of PRC.

    7.
      Aiping
      Yu,
      a
      citizen
      of PRC.

    8.
      Yunxiao
      Zou,
      a
      citizen of PRC.

    


    and

    


    Party
      B:
Huakang
      Zhou, an US citizen
      with social security number of ###-##-#### (hereinafter referred to as Party
      B),

    and
      the
      sole officer and majority shareholder of
      American
      Sunrise International, Inc., a wholly foreign-owned enterprise incorporated
      in
      the State of Delaware.

    


    


    Whereas:

    


    1.
      Party
      A constitutes the parties set forth above under “Party A.”

    


    2.
      Huakang
      Zhou, an US citizen
      with social security number of ###-##-#### (hereinafter referred to as Party
      B),

    and
      the
      sole officer and majority shareholder of American Sunrise International, Inc.,
      a
      wholly foreign-owned enterprise incorporated in the State of
      Delaware.

    


    3.
      According to the Stock Purchase Agreement and Share Exchange between Paperclip
      Software Inc., a Delaware corporation (“PSI”) and American Sunrise International
      Inc. (the “Agreement”), Party B will exchange all his shares in ASI Company for
      a majority control of the issued and outstanding shares of PSI. Thereafter,
      Party B agrees to entrust management of PSI to the persons designated as Party
      A.

    


    4.
      Party
      A agrees to accept such entrustment and to manage PSI on behalf of Party
      B.

    


    Therefore,
      in accordance with the laws and regulations of the People's Republic of China,
      the Parties agree as follows after friendly consultation based on the principle
      of equality and mutual benefit.

    


    Article
      1
      Entrusted Management

    


    1.1
      Party
      B agrees to entrust the management of PSI to Party A pursuant to the terms
      and
      conditions of this Agreement. Party B agrees to manage PSI in accordance with
      the terms and conditions of this Agreement.

    


    1.2
      The
      term of this Entrusted Management Agreement shall be from the effective date
      of
      this Agreement to the earlier of the following:

    


    (1)
      the
      winding up of PSI, or

    


    (2)
      the
      termination date of this Entrusted Management Agreement to be determined by
      the
      parties hereto.

    


    1.3
      The
      goals of the entrusted management are to allow PSI Company, prior to being
      acquired by Party A through asset or equity purchase: 1) to repay its borrowings
      from banks, pay off its existing accounts payable; and 2) to manage its
      remaining assets prior to being acquired by Party A. During the entrusted
      period, Party A shall be fully responsible for the management of PSI. The
      management service includes, without limitation, the following:

    


    (1)
      Party
      B shall be fully responsible for the operation of PSI, which includes the right
      to appoint and terminate members of the Board of Directors and the right to
      hire
      managerial and administrative personnel. Party B or its voting proxy shall
      make
      a shareholder's resolution and a board of directors' resolution based on the
      decision of Party A.

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (2)
      Party
      A has the right to manage and control all assets of PSI. PSI shall open an
      entrusted account or designate an existing account as an entrusted account.
      Party A has the full right to decide the use of the funds in the entrusted
      account. The signer of the account shall be appointed or confirmed by Party
      A.
      All of the funds of PSI shall be kept in this account, including but not limited
      to its existing working capital and purchase price received from selling its
      production equipment, inventory, raw materials and accounts receivable to PSI.
      All payments of funds shall be disbursed through this entrusted account,
      including but not limited to the payment of all existing accounts payable and
      operating expenses, payment of employees salaries and purchase of assets, and
      all revenues from its operation shall be kept in this account.

    


    (3)
      Party
      A shall have the full right to control and administer the financial affairs
      and
      daily operations of PSI such as entering into and performance of contracts,
      and
      payment of taxes and the like.

    


    (4)
      If
      PSI requires additional funds to maintain its operations, Party A shall provide
      such additional funds through a bank loan or other resources and Party B shall
      provide necessary assistance in obtaining these funds.

    


    


    Article
      2
      Rights and Obligations of the Parties

    


    2.1
      During the term of this Agreement, Party B's rights and obligations
      include:

    


    (1)
      to
      hand over PSI to Party A for entrusted management as of the effectiveness date
      of this Agreement and to hand over all of the business materials, business
      license and corporate seal of PSI to Party A;

    


    (2)
      Party
      B has no right to make any decisions regarding PSI’s operations without the
      consent of Party A;

    


    (3)
      to
      have the right to know the business conditions of PSI at any time and provide
      proposals;

    


    (4)
      to
      assist Party A in carrying out the entrusted management according to Party
      A's
      requirement;

    


    (5)
      to
      perform its obligations pursuant to the Shareholders' Voting Rights Proxy
      Agreement by and between the parties, and not to violate the said
      agreement;

    


    (6)
      not
      to intervene Party B's management over PSI in any form by making use of
      shareholder's power;

    


    (7)
      not
      to entrust or grant their shareholders' rights in PSI to a third party other
      than Party A without Party A's consent;

    


    (8)
      not
      to otherwise entrust other third parties other than Party A to manage PSI in
      any
      form without Party A's consent;

    


    (9)
      not
      to terminate this Agreement unilaterally with any reason; or

    


    (10)
      to
      enjoy other rights and perform other obligations under the
      Agreement.

    


    2.2
      During the term of this Agreement, Party A's rights and obligations
      include:

    


    (1)
      to
      enjoy independent and full right to manage PSI;

    


    (2)
      to
      enjoy the right to dispose of all assets of PSI;

    


    (3)
      to
      enjoy profits and bear losses arising from PSI's operations during the period
      of
      entrusted management;

    


    (4)
      to
      appoint all directors of PSI;

    


    (5)
      to
      appoint general managers, deputy general managers, financial managers and other
      senior managerial personnel of PSI;

    


    (6)
      to
      convene shareholders' meetings of PSI in accordance with the Shareholders'
      Voting Rights Proxy Agreement and sign resolutions of shareholders' meetings;
      and

    


    (7)
      to
      enjoy other rights and perform other obligations under the
      Agreement.

    


    Article
      3
      Representation and Warranties

    


    The
      Parties hereto hereby make the following representations and warranties to
      each
      other as of the date of this Agreement that the parties:

    


    (1)
      have
      the right to enter into the Agreement and the ability to perform the
      same;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2)
      the
      execution and delivery of this Agreement by each party has been duly authorized
      by all necessary corporate action;

    


    (3)
      the
      execution of this Agreement by the officer or representative of each party
      has
      been duly authorized;

    


    (4)
      each
      party has no other reasons that will prevent this Agreement from becoming a
      binding and effective agreement between both parties after
      execution;

    


    (5)
      the
      execution and performance of the obligations under this Agreement will not:
      

    (a)
      violate any provision of the business license, articles of association or other
      similar documents of its own;

    


    (b)
      violate any provision of the laws and regulations of the PRC or other
      governmental or regulatory authority or approval;

    


    (c)
      violate or result in a breach of any contract or agreement to which the party
      is
      a party or by which it is bound.

    


    Article
      4
      Effectiveness

    


    This
      Agreement shall take effect after it is duly executed by the authorized
      representatives of the parties hereto with seals affixed.

    


    Article
      5
      Liability for Breach of Agreement

    


    During
      the term of this Agreement, any violation of any provisions herein by either
      party constitutes breach of contract and the breaching party shall compensate
      the non-breaching party for the loss incurred as a result of this
      breach.

    


    Article
      6
      Force Majeure

    


    The
      failure of either party to perform all or part of the obligations under the
      Agreement due to force majeure shall not be deemed as breach of contract. The
      affected party shall present promptly valid evidence of such force majeure,
      and
      the failure of performance shall be settled through consultations between the
      parties hereto.

    


    Article
      7
      Governing Law

    


    The
      conclusion, validity, interpretation, and performance of this Agreement and
      the
      settlement of any disputes arising out of this Agreement shall be governed
      by
      the laws and regulations of the People's Republic of China.

    


    Article
      8
      Settlement of Dispute

    


    Any
      disputes under the Agreement shall be settled at first through friendly
      consultation between the parties hereto. In case no settlement can be reached
      through consultation, each party shall have the right to submit such disputes
      to
      China International Economic and Trade Arbitration Commission. The place of
      arbitration is Beijing. The arbitration award shall be final and binding on
      both
      parties.

    


    Article
      9
      Confidentiality

    


    9.1
      The
      parties hereto agree to cause its employees or representatives who has access
      to
      and knowledge of the terms and conditions of this Agreement to keep strict
      confidentiality and not to disclose any of these terms and conditions to any
      third party without the expressive requirements under law or request from
      judicial authorities or governmental departments or the consent of the other
      party, otherwise such party or personnel shall assume corresponding legal
      liabilities.

    


    9.2
      The
      obligations of confidentiality under Section 9.1 of this Article shall survive
      after the termination of this Agreement.

    


    Article
      10 Severability

    


    10.1
      Any
      provision of this Agreement that is invalid or unenforceable due to the laws
      and
      regulations shall be ineffective without affecting in any way the remaining
      provisions hereof.

    


    10.2.
      In
      the event of the foregoing paragraph, the parties hereto shall prepare a
      supplemental agreement as soon as possible to replace the invalid provision
      through friendly consultation.

    


    Article
      11 Non-waiver of Rights

    


    11.1
      Any
      failure or delay by any party in exercising its rights under this Agreement
      shall not constitute a waiver of such right.

    


    


    11.2
      Any
      failure of any party to demand the other party to perform its obligations under
      this Agreement shall not be deemed as a waiver of its right to demand the other
      party to perform such obligations later.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.3
      If a
      party excuses the non-performance by other party of certain provisions under
      this Agreement, such excuse shall not be deemed to excuse any future
      non-performance by the other party of the same provision.

    


    Article
      12 Non-transferability

    


    Unless
      otherwise specified under this Agreement, no party can assign or delegate any
      of
      the rights or obligations under this Agreement to any third party nor can it
      provide any guarantee to such third party or carry out other similar activities
      without the prior written from the other party.

    


    Article
      13 Miscellaneous

    


    13.1
      Any
      and all taxes arising from execution and performance of this Agreement and
      during the course of the entrusted management and operation shall be borne
      by
      the Parties respectively pursuant to the provisions of laws and
      regulations.

    


    13.2
      Any
      amendment entered into by the parties hereto after the effectiveness of this
      Agreement shall be an integral part of this Agreement and have the same legal
      effect as part of this Agreement. In case of any discrepancy between the
      amendment and this Agreement, the amendment shall prevail. In case of several
      amendments, the amendment with the latest date shall prevail.

    


    13.3
      This
      Agreement is executed by Chinese and English in duplicate, and in case of any
      conflict the Chinese version shall prevail. Each of the original Chinese and
      English versions of this Agreement shall be executed in 6 copies. Each party
      shall hold two originals of each version, and the rest shall be used for
      governmental registration or other necessary approval purposes.

    


    13.4
      In
      witness hereof, the Agreement is duly executed by the parties hereto on the
      date
      first written above.

    


    (Page
      of
      signature, no text)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Party
      A:


    


    


    _______________________

    Aidong
      Yu
      (signature)

    


    


    


    _______________________

    Dandan
      Yu
      (signature)

    


    


    _______________________

     Chunxiao
      Zou
      (signature)

    


    


    


    _______________________

     Yanjun
      Huang
      (signature)

    


    


    


    _______________________

    Yuliang
      Xie
      (signature)

    


    


    


    _______________________

     Yanping
      Yu
      (signature)

    


    


    


    _______________________

     Qiang
      Sui
      (signature)

    


    


    


    _______________________

     Aiping
      Yu
      (signature)

    


    


    


    ________________________

     Yunxiao
      Zou (signature)

    


    (seal)

    


    


    Party
      B:

    


    _______________________

     Huakang
      Zhou
      (signature)