Agreement on employment of annually permanent legal adviser-China Lawyer Online

This Legal Adviser Agreement hereinafter " Agreement" is hereby entered into between aGUANGDONG ASIA PACIFIC LAW FIRM, hereinafter collectively referred to as "A&P Law Firm"nd

RECITALS

WHEREAS:

A.Party A, under "Contract Law of People's Republic of China" and relevant laws and regulations, upon the principle of equality and voluntary, has reached this agreement through consultation concerning employing Party B as his legal adviser responsible for regular businesses in China.

B.In accordance with”the Law of Lawyers of the People’s Republic of China”, Party A,TheClient, engages the Advisor as its annually retained legal advisor to deal with the legal affairs in its business operation and management in china. Party B,The advisor accepts the retaining and appoints Mr. Richard Eric Liu attorneys at law, as legal counsels of Advisor.

AGREEMENT

Article 1 .Appointed Adviser by Party B

1.1 Party B has accepted the employment from Party A, and then made an attorney whose appointed regular legal adviser is RICHARD ERIC LIU(CHINESE NAME:刘峰), which is agreed by Party A. Party A, as well, has realized that Party B shall re-assign other advisers in case of any situations below to recover the legal services stated in Article 2 in three working days, while the adjustment may be done with Party A’s prior approval.

A. The legal adviser is on errand or busy with other affairs failing to fulfill his/her duty（i.e. illness, court session conflict, and so forth）;

B .The legal services entrusted is involved specific beyond the legal professional territory;

Article 2 .Scope of Party B Service

The scope of service are——regular legal businesses and specific legal affairs. The regular legal businesses of Party A are of Party B’s service fields in this contract; Party B basically has the priority to deal with the specific legal affairs of Party A. And if entrusted by Party A, separate formalities are required with another “Power of Attorney”, “Authority Agreement" may be written to the managing advisor of Party B, and, at the same time, extra fees shall be paid to Party B upon mutual negotiation.

Regular Legal Businesses：

2.1 To provide promptly oral or written legal consultation, advice and legal prospectus concerning Party A’s regular problems involved through telephone, facsimile, Email and appointment.

2.2 To draft, examine, and revise legal documents such as agreements, contracts, regulations, confidentiality agreements, non-disclosure agreements and foreign business documents, and thus give revision comment and legal advice.

2.3 To assist Party A with negotiations and consultation in the significant business activities, and provide legal analysis.

2.4 To sign, deliver, collect legal documents, and safe-keep necessary pieces on authorization of Party A.

2.5 To analyze, propose solutions, write up counsel letter, and raise advice with any disputes already up, being in faced with and possibly occurred.

2.6 To propose negotiation and claim to the third party who violates and damages the licit interests of Party A, when entrusted, and write up adviser letter.

2.7 To carry on adviser testimony when entrusted for Party A’s legal act and legal fact.

2.8 To participate the mediation in non-litigious on behalf of Party A.

2.9 To assist Party A in establishing and perfecting systems and take precautions against and reduce legal risk.

2.10 To provide promptly the newest information concerning foreign investment laws and regulations as well as related information.

2.11 To develop trust investigation, other legal facts investigations, and evidence collection when entrusted.

2.12 To provide legal protection service for Party A’s trademarks, patents, copyrights, business secrets, and proprietary operation.

2.13 To help employer with fulfilling contract in compliance with laws, improve agreement-honoring rate and credit score.

Specific Legal Affairs：

Party B basically has the priority to deal with the specific legal affairs of Party A. And if entrusted by Party A, separate formalities are required with another “Power of Attorney”, "Authority Agreement" may be written to the managing adviser of Party B, and, at the same time, extra fees shall be paid to Party B upon mutual negotiation.

2.14 To participate in the negotiations of special businesses (projects) and other legal affairs as Party A’s representative, and offer research report on legal feasibility, facts investigation report, document drafts, translation, etc.

2.15 To participate in the negotiation and signing in domestic economic, trade and technical cooperation projects, when entrusted, and join in contract surveillance and fulfillment.

2.16 To participate in such activities as civil affairs, businesses, administrative litigation, arbitration and administration reconsider, when entrusted, to legally maintain the employer’s economic interests and prestige.

2.17 To handle the legal businesses involved in employer’s import-export trade, insurance trust, maritime affairs, foreign investment, international shipping, and technical transfer.

2.18 To seek and introduce partner, investor, as well as, projects and relevant information.

2.19 To involve in advance in the investments of Party A based on his need, and provide legal service for specific projects.

2.20 To carry out facts investigations in specific projects and trust research, then draw out legal prospectus.

2.21 To attend notarizations for Party A.

2.22 To handle administrative registrations and registration procedures for Party A, like industrial and commercial registration, tax affairs, trademark registration, appraisal, and patent claim registration.

2.23 To handle Party A’s commercial building trade, building mortgage, property rent, and property right registration.

2.24 To attend other legal businesses involved in specific projects for Party A.

Article 3 Type of Work Performed

3.1 The legal adviser need not go to Party A with fixed schedule, and will be noticed through telephone, E-mail, facsimile and visits when there occurred the items in Article 2.

3.2 If the legal adviser is needed to attend related meetings, he shall be noticed 3 days ahead of time and prompted with conference program, subject, necessary related documents, etc.

3.3 The legal adviser should non-periodically meet with Party A towards acknowledging his operation, management as well as service demand, and thus promptly give rationalization opinions and suggestions from legal angle.

3.4 The legal adviser of Party B should work under supposed time and place, while if, otherwise for some reason, Party B cannot be on duty, and Party A shall be noticed in advance. Party A may get things to be turned over as necessary, and the legal counsel, without special reasons, may accept them timely.

3.5 The legal adviser shall submit annual work report to Party A every year, and report the then working information, existed problems and resolutions, as well as work plans for the next year.

3.6 For any significant and difficult legal problems of Party A, Party B may organize relevant service committees to study and discuss, and finally propose the best handling plan through collective wit.

3.7 Party A assigns MS. Phoebe (CHINESE NAME:谢淑玲) as the legal adviser’s messenger who is responsible for transmitting Party A’s instruction and request, and handing over documents and materials. So Party A shall inform Party B of the replacement of messenger.

Article 4 Consultancy Fees and Method of Payment

4.1 The payment by Party A to Party B, upon friendly consultation，is agreed as payment of fixed consultancy fees and separate payment for individual cases：

4.1.1 For Party B’s service concerning “Regular Legal Businesses” in Article 2, Annual fees to legal adviser will be paid (specified herein 10000 RMB per year) , while, payment and term are as follows：

A：Method of Payment -Bank Remittance:

Payee： LIU FENG

A/C No： 6227 0031 1002 0953 763

Bank：CHINA CONSTRUCTION BANK FOSHAN BRANCH

SWIFT:PCBCCNBJGDF

B: Term of Payment：The payment shall be a lump within 2 days from the date on which this contract comes into force by Party A.

4.1.2 Entrusted by Party A, Party B will be responsible for the Special Legal Businesses shown in Article 2 with separate “Power of Attorney” signed and separate fees paid.

Article 5 Work Expenses

5.1 Party A shall pay the fees occurred in the items entrusted to Party B:

A: The essential expenses and all miscellaneous fees occurred outside FOSHAN city including business travels, accommodation, transportation, translation and data cost;

B: Expenses collected by related departments in administration, judicature, appraisal, and notarization;

C: Other expenses upon Party A’s prior consent.

Article 6 Duration of Contract

6.1 The term of this contract is one years, commencing from 17^th Feb,2011 to 17^th Feb,2012. Both Parties may discuss whether the renewal of Agreement on Employment of Permanent Legal Adviser hereto need be done in 30 days before expiry date. If no renewal as this contract expires, then the duration will automatically postpone for a year.

Article 7 Party A’s Rights and Obligations

7.1 The requirements by Party A concerning the legal adviser’s handling of relevant matters shall be clear, reasonable and legitimate;

7.2 In order to fulfill the items entrusted, Party A should provide Party B comprehensively, promptly, objectively, and truthfully with related legal conditions, documents and background materials. For the files needing authorization separately from Party A, authority agreement must be given to Party B.

7.3 Party A shall pay timely and fully to Party B consultancy fees, attorney fees and working costs in accordance with this contract;

7.4 Party A may coordinate with the legal adviser proactively in his work towards Party A’s interest, and due to actual needs provide essential office conditions and other facilities.

7.5 Party A has the responsibility to independently judge and decide the entrusted items. He will undertake possible losses on his own, which is caused by his decision-making based on party B’s legal opinions, suggestions and plans hardly with laws misusing or default act.

Article 8 Party B’s Rights and Obligations

8.1 Party B may complete the matters entrusted with effectiveness, assiduousness, quality and quantity, and make specialized judgment based on laws to defend the legitimate rights and interests of Party A.

8.2 Party B shall be responsible for the confidentiality of Party A’s materials and information when handling entrusted matters which must scarcely be leaked to any organizations or individuals, without Party A’s permit, except whom are authorized under national laws to acknowledge (i.e. judge, public prosecutor, police officer, tax officials, etc).

8.3 With Party A’s opposability cases or transaction activities, Party B, without Party A’s consent, shall not work as the legal adviser or agent of another Parties who are in benefit conflict with Party A.

8.4 Party B may only accept legal matters from the authorized representatives or messengers of Party A, and shall not accept other staff’s entrustment or consultation at will, or provide legal advice against Party A.

8.5 The legal adviser must complete entrusted businesses timely after obtaining documents or understanding events and program situation, and report progress of work if required;

8.6 Party B should establish independent files for Party A’s businesses, preserve integrate work record, and keep properly the materials involved with the primitive evidence, legal documents and financial affairs of Party A.

Article 9 Rescission of Contract

9.1 This agreement may be changed or terminated with both parties’ approval.

9.2 Party A is authorized to terminate this contract provided Party B gets involved in one of the following cases:

9.2.1 To arbitrarily replace the legal adviser without Party A’s consent;

9.2.2 To violate one of the prescribed duties in 8.3--8.5.

9.3 Party B is authorized to terminate this contract provided Party A gets involved in one of the following cases:

9.3.1 The entrusted items by Party A violate laws or run counter to a legal adviser’s professional code;

9.3.2 Party A has fabricated stories and evidences, or conceals important conditions, which leads to the fact that the legal adviser cannot provide effective service;

9.3.3 Party A has not paid to Party B consultancy fees, commissions or working costs 30 days overdue.

Article 10 Liability for breach of contract

10.1 Party A terminates the contract without reasons; Received consultancy fees, commissions and working costs are not returned.

10.2 Party A has the right not to pay consultancy fees or commissions and the right to get returned what is already paid, if the legal adviser’s appointed by Party B mistakes below appear to damage the interests of Party A:

10.2.1 To let Party A’s business secrets out to the third party who is in competition with him;

10.2.2 To lose Party A’s original documents;

10.2.3 To terminate legal service without reasons.

Article 11 Applicable laws and Settlement of Disputes

11.1 This agreement is made in both Chinese and English, and its establishment, validity, explanation as well as implementation will be subjected to the current laws of China.

11.2 Any divergences or dissents involved from, regarding, or violating this agreement, when both parties fail to achieve reconciliation through good intent consultation, will be submitted to court of Guangdong Province of China. Afterwards, the legalaction shall be regarded as the result ruling with binding force to both parties.

Article 12 Notices and Communication

12.1 According to this agreement, any notices shall be made in Chinese and English written text and sent out by E-mails, while the recipient must confirm them in three days upon his/her receival; When the former method is unavailable to make confirm, by registered airmail (postage prepaid) feedback shall be tried, and the recipient must reply in three days since receival; The notices shall be mailed to the right address and right addressee, which is supposed to arrive 7 (to be defined) working days after delivery. Furthermore, the formal credentials for postal notices shall be deemed corresponding proof.

Article 13 General Terms

13.1 This agreement, or any of its rights and obligations, may not be assigned by one party to any third party without another party’s prior written approval, which, otherwise, shall not be considered effective.

13.2 If any portion of this Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable.

13.3 This contract shall not be changed, modified or amended by parties hereto, except as such change, modification or amendment is written and signed by the aforesaid parties.

Article 14 Miscellaneous

14.1 This agreement, seven pages, is made in two original copies, equally valid, and becomes effective upon signing (stamp) by each party’s appointed representatives.

14.2 As to something not yet completed in this contract, both parties, after friendly consultation, will sign separately a “Subsidiary Agreement”, which, as an effective part of this contract, has the same legal force.

Party A:

Authorized Representative（signature）:

Address:

TEL: Fax:

E-mail:

Party B:

Authorized Representative（signature）:

Address: 4/F JINQIAO BULD,EAST HUAYUAN ROAD,FOSHAN,GUANGDONG,CHINA.PR

TEL:(+86)757-83207711,83207733 Fax:((86)757-83207722 Mobile(86) 13630121378

E-mail:RichardEricLiu@gmail.com Zip Code: 528000

Signed on: ____________________

Signed at: FOSHAN CITY,GUANGDONG Province, China