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Confidential   


   Translation Version Solely for Reference 


	
EXCLUSIVE COMMERCIAL CONSULTANCY 

 SERVICE AGREEMENT  

BY AND BETWEEN 

SHANGHAI EWORLDCHINA INFORMATION TECHNOLOGIES CO., LTD. 

AND 






	 	
WFOE[





DATED May 11, 2007 









Exclusive Commercial Consultancy Service Agreement 


This Exclusive Commercial Consultancy Service Agreement (the “Agreement”) is entered into in Shanghai, the People’s Republic of China (the “PRC”) as of May 11, 2007 by and between the following parties:


	
(1)      		
WFOE, a wholly foreign owned enterprise established under the
PRC laws, with its principal business place at 1088 South Pudong Road, Suite 1603, Shanghai (“Party A”) ; and	
	 
	
(2)      		
Shanghai EworldChina Information Technologies Co., Ltd. 
 	
	 
	 	
, a limited liability company established under the PRC laws, with its principal business place at 1088 South Pudong Road, Suite
1202, Shanghai and with Li Zhi Gang  as its legal representative (“Party B”).	
	 



(In this Agreement, Party A and Party B may be individually referred to as a “Party” and collectively as the “Parties”.) 


Whereas 


Party B intends to engage Party A to provide it with commercial consultancy services in order to promote the development of its own business, and Party A agrees to accept such engagement. 


Upon friendly consultations, the Parties hereby agree as follows: 


Article 1 - Definition 

	
1.1      		
Except as otherwise construed in the terms or context hereof, the following terms used herein shall have the following meanings:	
	 


	
“Party B’s Business” 
		
 		
shall mean all the business engaged in and 
	
	
 
		
 		
developed by Party B currently and at any time 
	
	
 
		
 		
during the valid term hereof; 
	
	
 
	
	
“Consultancy Services” 
		
 		
shall mean the commercial consultancy services 
	
	
 
		
 		
in connection with Party B’s Business to be 
	
	
 
		
 		
provided by Party A to Party B, including but 
	




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not limited to: 
		
 		
 
		
 		
 
		
 		
 
	
	
 
	
	
 
		
 		
(1) 
		
 		
assisting Party B in the collection of 
	
	
 
		
 		
 
		
 		
commercial information and the 
	
	
 
		
 		
 
		
 		
market research in connection with 
	
	
 
		
 		
 
		
 		
Party B’s Business; 
		
 		
 
	
	
 
		
 		
(2) 
		
 		
introducing clients to Party B in the 
	
	
 
		
 		
 
		
 		
capacity of an agent and assisting 
	
	
 
		
 		
 
		
 		
Party B in establishing commercial 
	
	
 
		
 		
 
		
 		
cooperation relationship with such 
	
	
 
		
 		
 
		
 		
clients; 
		
 		
 
		
 		
 
		
 		
 
	
	
 
		
 		
(3) 
		
 		
assisting in the establishment of client 
	
	
 
		
 		
 
		
 		
database 
		
 		
and 
		
 		
other business 
	
	
 
		
 		
 
		
 		
information database and providing 
	
	
 
		
 		
 
		
 		
daily management, maintenance and 
	
	
 
		
 		
 
		
 		
updating of such database; 
	
	
 
		
 		
(4) 
		
 		
providing Party B with suggestions 
	
	
 
		
 		
 
		
 		
and opinions for the establishment 
	
	
 
		
 		
 
		
 		
and improvement of Party B’s 
	
	
 
		
 		
 
		
 		
corporate 
		
 		
structure, 
		
 		
management 
	
	
 
		
 		
 
		
 		
system and department setup and 
	
	
 
		
 		
 
		
 		
assisting Party B in improving Party 
	
	
 
		
 		
 
		
 		
B’s internal management system; 
	
	
 
		
 		
(5) 
		
 		
providing other 
		
 		
commercial 
	
	
 
		
 		
 
		
 		
consultancy services as required by 
	
	
 
		
 		
 
		
 		
Party B from time to time to the 
	
	
 
		
 		
 
		
 		
extent permitted by the PRC Laws. 
	
	
 
	
	
“Service Team” 
		
 		
shall mean the team established by Party A to 
	
	
 
		
 		
provide the services under this Agreement to 
	
	
 
		
 		
Party B and the members of such team shall 
	
	
 
		
 		
include the employees hired by Party A and the 
	
	
 
		
 		
third party professional advisors and other 
	
	
 
		
 		
personnel hired by Party A; 
		
 		
 
		
 		
 
	
	
 
	
	
“Consultancy Service Fees” 
		
 		
shall mean all fees payable by Party B to Party 
	




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A pursuant to Article 3 of this Agreement for the 
	
	
 
		
 		
Consultancy Services provided by Party A; 
	
	
 
	
	
“Year” 
		
 		
shall mean a calendar year commencing on 
	
	
 
		
 		
January 1 and ending on December 31. 
	
	
 
	
	
“Business Revenues” 
		
 		
shall mean, in any Year within the term hereof, 
	
	
 
		
 		
the revenues arising from the operation of Party 
	
	
 
		
 		
B’s business by Party B in such Year and 
	
	
 
		
 		
recorded in the column Major Business Revenue 
	
	
 
		
 		
of Party B’s balance sheet which is prepared 
	
	
 
		
 		
according to Chinese accounting standards. 
	



	
1.2      		
The references to any laws and regulations (the “Laws”) herein shall be deemed (1) to include the references to the amendments, changes,
supplements and reenactments of such Laws, irrespective of whether they take effect before or after the formation of this Agreement and (2) to include the references to other decisions, notices and regulations enacted in accordance therewith or
effective as a result thereof.	
	 
	
1.3      		
Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph shall refer to the relevant part of this Agreement.	
	 



Article 2 – Services of Party A 

	
2.1      		
Party A shall procure enough human resources and other relevant resources to ensure the provision of the Consultancy Services in good quality. However, Party A may at its discretion replace any member of the Service Team
from time to time or change the specific service duties of any member of the Service Team from time to time, provided that such replacement or change will not materially affect the daily business operation of Party B.	
	 
	
2.2      		
Party A shall provide Party B with the Consultancy Services and communicate with Party B with respect to all information related to Party B’s Business and/or Party B’s clients in a timely manner.	
	 



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Article 3 – Consultancy Service Fees 

	
3.1      		
Party A shall be entitled to the service fees payable by Party B (the “Consultancy Service Fees”) for the Consultancy Services to be
provided by Party A under this Agreement. During the period starting from April 12007 to December 31, 2007, the amount of such Consultancy Service Fees shall be twenty-five
percent (25%) of the total Business Revenues of Party B. Thereafter, the standards of the Consultancy Service Fees shall be adjusted and determined in writing by the Parties on a yearly basis.	
	 
	
3.2      		
The Parties agree that Party B shall make the payment of the service fees in accordance with the provisions as follows:	
	 


	
(1)      		
The Consultancy Service Fees shall be settled on a quarterly basis. Prior to January 10, April 10, July 10 and October 10 of each year, Party B shall make the payment of the Consultancy Service Fees for the preceding three
(3) months.	
	 
	
(2)      		
After the end of each of Party B’s accounting Years, Party A and Party B shall, on the basis of Party B’s total annual Business Revenues in the preceding accounting Year which is verified by an auditing report
issued by a Chinese certified public accountant firm mutually accepted by the Parties, carry out the overall examination and verification on the Consultancy Service Fees actually payable by Party B, and shall make payment adjustment (to return in
case of overpayment accordingly, or make up in case of underpayment) within fifteen (15) working days of the issuance of the auditing report. Party B undertakes to Party A that it will provide the involved Chinese certified public accountant firm
with all necessary materials and assistance and procure it to complete and issue to the Parties the auditing report for the preceding Year within thirty (30) working days after the end of each Year.	
	 


	
3.3      		
Party B shall pay all the Consultancy Service Fees in a timely manner into the bank account designated by Party A according to the provisions of this Article 3.	
	 
	 	
If Party A changes its bank account, it shall notify Party B in writing of such change seven (7) working days in advance.	
	 



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3.4      		
As agreed by the Parties, they shall sign a supplemental agreement in the form attached hereto as Appendix 1 each Year since 2008 to determine the detailed calculation method of Consultancy Service Fees payable by Party B
to Party A for such Year prescribed in Article 3.1 hereof. The Parties shall consult with each other and decide on such supplemental agreement one (1) month immediately before the beginning of such Year.	
	 
	
3.5      		
During the effect term of this Agreement, in case Party A provides other services as required by Party B which are not included herein, the Parties agree to first cooperate in the manner prescribed under this Agreement or
the manner most similar to that under this Agreement and to make corresponding adjustments to the calculation method of Consultancy Service Fees prescribed in Article 3.1 in writing.	
	 



Article 4 – Party B’s Obligations

	
4.1      		
The Services provided by Party A hereunder shall be exclusive. During the effective term hereof, without Party A’s prior written consent, Party B shall not enter into any agreement with any other third party for the
purpose of engaging such third party to provide to Party B services identical or similar to the services provided by Party A under this Agreement.	
	 
	
4.2      		
For the convenience of Party A’s provision of services, Party B shall provide Party A with such relevant materials as Party A may require accurately and promptly.	
	 
	
4.3      		
Party B shall, according to the provisions of Article 3 hereof, pay the full amount of the Consultancy Service Fees to Party A in a timely manner.	
	 
	
4.4      		
Party B shall maintain a good reputation of itself, make its best efforts to develop business and maximize the profits.	
	 


	
4.5      		
The Parties hereby acknowledge that in accordance with the terms and conditions set forth in an Equity Pledge Agreement signed on , 2007 among all the registered shareholders of Party B as of the date hereof (the
“Current Shareholders”) and Party A, the Current Shareholders have pledged the equity	
	 



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interest respectively held by them in Party B to Party A to ensure the performance of Party B’s obligations under this Agreement. 


Article 5 –Intellectual Property  

	
5.1      		
Intellectual property of the work products generated in the process of the Consultancy Services provision by Party A under this Agreement shall belong to Party A.	
	 
	
5.2      		
For the purpose of this Agreement, Party B may use the work products generated in the process of the Consultancy Services provision by Party A according to this Agreement, provided, however, this Agreement does not grant
any license to Party B in any manner, to use such work products by any means for any other purpose.	
	 



Article 6 - Confidentiality Obligation 

	
6.1      		
During the effective term of this Agreement, all client information and other relevant materials related to Party B’s Business and services provided by Party	
	 
	 	
A      		
(the “Client Information”) shall belong to the Parties jointly.	
	 
	
6.2      		
Notwithstanding whether this Agreement is terminated or not, Party A and Party	
	 
	 	
B      		
shall both be obliged to keep in strict confidentiality the commercial secrets,	
	 
	 	
proprietary information and client information jointly owned by the Parties, other relevant materials and other non-public information in respect of the other Party obtained by the Parties as the result of performance of
this Agreement (collectively, the “Confidential Information”). The Party receiving the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any other third party, except for disclosure made to such third party with prior written consent by the
other Party hereto or as required by relevant laws and regulations or the rules of relevant stock exchanges; except for the purpose of performance of this Agreement, the Receiving Party shall not use or indirectly use the Confidential Information or
any part thereof.	
	 



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6.3      		
The following information shall not be considered Confidential Information:	
	 
	 	
(a)      		
any information previously obtained by the Receiving Party as evidenced by written proof;	
	 
	 	
(b)      		
information that enters into the public domain or is known by the public not through or for the reasons of the fault of the Receiving Party; or	
	 
	 	
(c)      		
information thereafter legally obtained by the Receiving Party by other means.	
	 


	
6.4      		
The Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals it employed. However the Receiving Party shall ensure that the aforesaid staff shall also be bound by this
Agreement to keep the Confidential Information in confidentiality and use such Confidential Information only for the purpose of performance of this Agreement.	
	 



Article 7 –Undertakings and Warranties  

	
7.1      		
Party A hereby represents and warrants as follows:	
	 
	 	
7.1.1      		
it is a limited liability company duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute,
deliver and perform this Agreement, and may sue and be sued as an independent party.	
	 
	 	
7.1.2      		
its has full corporate power and authorization to execute and deliver this Agreement and all other documents to be entered into by it in relation to the transactions stipulated hereby, and it has full power and
authorization to complete the transactions stipulated hereby. This Agreement has been validly and duly executed and delivered by it and shall constitute legal and binding obligations on it and shall be enforceable against it in accordance with its
terms.	
	 



7.2 Party B hereby represents and warrants as follows: 


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7.2.1      		
it is a limited liability company duly registered and validly existing under the laws of its incorporation with independent legal person qualification, with full and independent legal status and legal capacity to execute,
deliver and perform this Agreement, and maysue and be sued as an independent party.	
	 
	
7.2.2      		
its has full corporate power and authorization to execute and deliver this Agreement and all other documents to be entered into by it in relation to the transactions stipulated hereby, and it has full power and
authorization to complete the transactions stipulated hereby. This Agreement has been validly and duly executed and delivered by it and shall constitute legal and binding obligations on it and shall be enforceable against it in accordance with its
terms.	
	 
	
7.2.3      		
it shall promptly notify Party A of the litigations in which it is involved and other adverse situations, and shall use its best efforts to prevent the expansion of losses.	
	 
	
7.2.4      		
without Party A’s prior written consent, Party B shall not dispose of its material assets nor change its current shareholding structure in any way;	
	 
	
7.2.5      		
it shall not enter into any transactions (except for those arising from its ordinary or normal courses of business or those disclosed to Party A and consented by it in writing) which may materially affect the assets,
liabilities, business operation and shareholding structure, any equity in a third party held by it and other legal rights of Party B.	
	 



Article 8 – Term of Agreement 

	
8.1      		
The Parties hereby acknowledge that this Agreement is formed and effective upon due execution of this Agreement by the Parties, and this Agreement shall remain in force during the existing period of both parties, unless
early terminated in writing by the Parties.	
	 
	
8.2      		
Upon termination of this Agreement, Party A and Party B shall still respectively	
	 



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comply with their obligations stipulated in Article 3 and Article 6 under this Agreement. 


Article 9 - Notice 

	
9.1      		
Any notice, request, demand and other correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant party.	
	 
	
9.2      		
The abovementioned notice or other correspondences shall be deemed to have been delivered when it is transmitted if transmitted by facsimile; it shall be deemed to have been delivered when it is delivered if delivered in
person; it shall be deemed to have been delivered five (5) days after posting the same if posted by mail.	
	 



Article 10 – Default Liability 

	
10.1      		
The Parties agree and acknowledge that if any Party (the “Defaulting Party”) breaches substantially any of the agreements made under this
Agreement, or fails substantially to perform any of the obligations under this Agreement, such breach shall constitute a default under this Agreement (the “Default”),
and then the non-defaulting Party shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures
within such reasonable period or within ten (10) days following the non-defaulting Party notifies the Defaulting Party in writing, requiring it to rectify the Default, then the non-defaulting Party shall have the right to (1) terminate this
Agreement and require the Defaulting Party to indemnify it for all the damage; or (2) require specific performance of the obligations of the Defaulting Party hereunder and require the Defaulting Party to indemnify it for all the damage.	
	 
	
10.2      		
Notwithstanding any other provisions herein, the effectiveness of this Article 10 shall survive the suspension or termination of this Agreement.	
	 



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Article 11– Force Majeure


In the event either Party’s performance of this Agreement is affected or such Party fails to perform its obligations hereunder as agreed upon due to a direct result of earthquake, typhoon, flood, fire, war, computer
virus, design flaw of instrumental software, internet hacker attack, change in policies and laws, and other unforeseeable or unpreventable or unavoidable force majeure events, the Party which incurs such force majeure event shall immediately inform
the other Party by facsimile and within thirty (30) days shall present a supporting document with respect to details of the force majeure event and grounds for the failure or delay to perform this Agreement.  The aforesaid document shall be issued
by the notary authority at the region where the force majeure occurs. The Parties shall determine whether the performance of part of this Agreement should be exempted or delayed based on the extent of effect by such force majeure event on the
performance hereof. Neither Party shall be liable for economic losses suffered by either Party due to force majeure events. 


Article 12 - Miscellaneous 

	
12.1      		
This Agreement shall be prepared in the Chinese language in two (2) original counterparts, and each Party shall hold one (1) counterpart.	
	 
	
12.2      		
The formation, validity, execution, amendment, interpretation and termination of this Agreement shall be subject to the PRC Laws.	
	 
	
12.3      		
Any disputes arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if the Parties cannot reach an agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Commission for arbitration in Shanghai in accordance with the arbitration rules of such Commission, and the arbitration award
shall be final and binding on the Parties.	
	 
	
12.4      		
Any rights, powers and remedies empowered to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies by such Party.	
	 



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12.5      		
The failure to or delay by a Party in exercise of any of its rights, powers and remedies hereunder or in accordance with the laws (the “Party’s Rights”) shall not constitute a waiver thereof, nor shall any single or partial waiver of such Party’s Rights preclude the exercise of the same by such Party in other manner and the exercise of other Party’s
Rights.	
	 
	
12.6      		
The headings of each article herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.	
	 
	
12.7      		
This Agreement shall supersede any other written or verbal agreement previously entered into by the Parties and in relation with the matters prescribed herein and shall constitute the entire agreement between the
Parties.	
	 
	
12.8      		
Each provision contained herein shall be severable and independent from any other provisions, and if at any time any one or more provisions herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the other provisions herein shall not be affected thereby.	
	 
	
12.9      		
Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties to this Agreement.	
	 



12.10 


Party B may not assign any of its rights and/or obligations hereunder to any third party without the prior written consent from Party A. Subject to the PRC Laws, Party A shall be entitled, after serving a notice to Party B,
to assign any of its rights and/or obligations hereunder to any third party designated by it. 


12.11 This Agreement shall be binding on the lawful successors of the Parties.  


12.


12The Parties undertake to respectively declare and pay the taxes levied on it related to the transactions hereunder according to the laws. 


[The remainder of this page has been intentionally left blank] 


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[Signature Page] 


IN WITNESS WHEREOF, the Parties have caused this Exclusive Commercial Consultancy Service Agreement to be executed as of the date and in the place first set forth above.  

	
WFOE 

(Chop) 

By______________ 

Name 

Position: Authorized Representative





Shanghai EworldChina Information Technologies Co., Ltd.  

	 	
(Chop) 

By______________ 

Name 

Position: Authorized Representative





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Schedule 1: 


Form of Supplemental Agreement 


This Supplemental Agreement to the Exclusive Commercial Consultancy Agreement (the “Supplemental Agreement”) is entered into in Shanghai,
the People’s Republic of China (the “PRC”) as of       ,      by and between the following two Parties: 


(1) WFOE[

	
 (“Party A”) 




	 	
Contact Address: 1088 South Pudong Road, Suite    , Shanghai 

Legal Representative:  





(2) Shanghai EworldChina Information Technologies Co., Ltd. 


 (“Party B”) 

	 	
Contact Address: 1088 South Pudong Road, Suite 1202, Shanghai 

Legal Representative: Li Zhi Gang (×¢) 





(In this Supplemental Agreement, Party A and Party B are collectively referred to as the “Parties” and individually as a
“Party”) 


In accordance with the Exclusive Commercial Consultancy Agreement entered into between the Parties on May 11, 2007, the Parties hereby enter into the Supplemental Agreement as follows: 


For Year [   ], Party B shall make the payment of the Consultancy Service Fees to Party A on a quarterly basis in accordance with Article 3.1 and Article 3.2 under the Exclusive Commercial Consultancy Agreement, the amount
of which shall be calculated as follows: 


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Party A 
		
 		
Party B 
	
	
 
	
	
WFOE 
		
 		
Shanghai EworldChina Information 
	
	
 
		
 		
Technologies Co., Ltd. 
	



	
(Chop) 
		
 		
(Chop) 
	
	
 
	
	
By______________ 
		
 		
By______________ 
	
	
Name 
		
 		
Name 
	
	
Position: Authorized Representative 
		
 		
Position: Authorized Representative 
	




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