GLOBAL STRATEGIC PARTNERS LIMITED

    21st Floor,
New World Tower 1

    
      18
Queen's Road, Central

    

    
      Hong
Kong

    

    
      Tel:  (852)
2971 2871

    

    


    
      	
              

                

                  John
      F. Ambruz

                

              

            	 
      
	
              Chairman
      and CEO

            	 
      
	 
      	
              November
      22, 2010

            


    

    


    Confidential

    China
Resources Development Inc.

    C/o SSC
Mandarin Financial Services Limited

    1402
China Resources Building

    26
Harbour Road, Wanchai

    Hong
Kong

    


    
      
        	
                Attention:

              	
                Mr.
      Robin Lee, Chairman

              
	 
      	 
      
	
                Gentlemen:

              	 
      


      

    

    


    Engagement
Letter

     

    This
letter will confirm the understanding and agreement between Global Strategic
Partners Limited (“GSP”) and China Resources Development Inc. (together with any
affiliates and successors, the “Company”) (the “Agreement”), as
follows:

     

    Engagement.  The
Company confirms that it has engaged GSP as the exclusive financial advisor and
coordinator to render financial advisory and co-ordination services to the
Company with regard to financing for the Company in which the Company intends to
raise US$75 million as a specified purpose acquisition company (the
“Transaction”).  Following the Transaction, the Company intends to
acquire or merge with an operating company. The Company agrees to fully
co-operate with and provide all relevant information, personnel and reasonable
resources to GSP during the Transaction.

     

    Services.  GSP
hereby accepts the engagement as exclusive financial advisor to the Company for
the purposes of the Transaction and as such agrees to:

     

    
      
        	
                1.

              	
                Familiarize
      itself, to the extent appropriate and feasible, with the business, and
      prospects of the Company, it being understood that GSP will, in the course
      of such familiarization, rely entirely upon information provided to it by
      the Company and the Company’s management with respect to the operations,
      properties, financial condition, management and prospects of the Company
      and any affiliates.

              


      

       

      
        	
                2.

              	
                Assist
      in the preparation of the Company’s
prospectus.

              


      

       

      
        	
                3.

              	
                Work
      with the Company’s investment bankers, lawyers, agents, underwriters,
      accountants, auditors, sponsors, appraisers and their respective counsels
      in the execution of the
Transaction.

              


      

       

      
        	
                4.

              	
                Advise
      in the creation of and negotiation of the optimal financing structure in
      the Transaction from the Company’s point of view, including considerations
      of accounting, tax and management
issues.

              


      

       

      
        	
                5.

              	
                Assist
      the Company in the preparation of documents related to the Transaction,
      including Closing.

              


      

      


      
        	
                6.

              	
                Render
      such other financial advisory services to the Company, including advice on
      mergers and acquisitions, strategic alliances and other strategic matters,
      as may from time to time be agreed between GSP and the
      Company.

              


      

    


    
      
         


      

      
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3

        
          

        

      

      
         


      

    

     

    
 

    Compensation.  As
compensation for the services rendered by GSP hereunder, the Company agrees to
pay GSP the following compensation:

     

    
      
        	
                1.

              	
                Work
      Fee.  The Company will pay to GSP a work fee of US$50,000
      payable in cash at the time of the signing of this Agreement and paid
      within 14 days of the date of this
Agreement.

              


      

       

      
        	
                2.

              	
                Success
      Fee.  A success fee as
follows:

              


      

       

      
        	
                 
      

              	
                2.1.

              	
                US$225,000
      in cash at the completion of the Transaction;
  plus

              


      

       

      
        	
                 

              	
                2.2.

              	
                US$325,000
      in cash at the completion of any merger transaction pursuant to the
      Company’s activity as a specified purpose acquisition
    company.

              


      

       

      
        	
                3.

              	
                Other
      Advisory Compensation. Compensation
      for GSP’s assistance in any transactions for which GSP may be hired, other
      than the Transaction, such as mergers, acquisitions, divestitures,
      strategic alliances and other strategic matters will be agreed upon
      between the Company and GSP in good faith and will be on customary market
      terms in transactions of that type.

              


      

       

      
        	
                4.

              	
                Fee
      Survival.  The
      Work Fee and the Success Fee will be payable to GSP if any Transaction or
      merger transaction for the Company contemplated under this engagement
      letter closes within 18 months of the termination of this
      Agreement.

              


      

    

     

    Out-of-pocket Expenses. The
Company will reimburse GSP for all its reasonable out-of-pocket expenses, and
those of its advisors and consultants, incurred in connection with this
engagement or otherwise arising out of this engagement, including reasonable
travel, telephone and other similar expenses incurred on behalf of the Company.
These reimbursements are payable upon the submission by GSP, from time to time,
of a bill detailing such expenses together with relevant supporting documents.
GSP will ask for the Company’s approval before incurring any major expenses. It
is agreed that international air travel on behalf of the Company constitutes a
major expense subject to prior approval by the Company.

     

    Confidentiality. Except as
contemplated by the terms hereof or as required by applicable law, GSP will keep
confidential all non-public information concerning the Company (the
“Information”) provided to it by the Company and shall not disclose such
information to any third party without the Company’s prior written consent,
unless it is required to do so by law. All opinions and advice, oral or written,
provided by GSP under this Agreement are solely for the benefit of, and may only
be relied upon by, the Company and shall not be disclosed publicly or made
available to any third party or parties without the prior written consent of GSP
unless it is required to do so by law. In the event that this Agreement is
terminated, if the Company so requests, GSP shall promptly return to the Company
all of the Information in the control or possession of GSP.

     

    Successors. The benefits of
this Agreement together with the separate indemnity letter shall inure to the
respective successors and assigns, and the obligations and liabilities assumed
in this Agreement shall be binding upon the respective successors and
assigns.

     

    Termination.  Either
the Company or GSP may terminate this Agreement at any time, provided that any
termination by the Company must include the prior payment to GSP of earned, due
and outstanding but unpaid Work Fee or Success Fee at the date of the
termination and is subject to the Fee Survival above.

     

    Applicable
Law.  This Agreement may not be amended or modified except in
writing and shall be governed by and construed in accordance with the laws of
Hong Kong. The parties hereto irrevocably submit to the non-exclusive
jurisdiction of the courts of Hong Kong.

     

    If the
foregoing correctly sets forth the understanding and agreement between us,
please indicate your agreement in the space provided for that purpose below,
whereupon this letter shall constitute a binding agreement.

    


    Sincerely
yours,


    
      
         


      

      
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                GLOBAL
      STRATEGIC PARTNERS LIMITED

              
	 
      
	
                Per:

              	 
      
	 
      	 
      
	
                Title:

              	 
      
	 
      
	
                Agreed.

              
	 
      
	
                CHINA
      RESOURCES DEVELOPMENT INC.

              
	 
      
	
                Per:

              	 
      
	 
      	 
      
	
                Title:

              	 
      


      

    


    
      
         


      

      
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