EXCLUSIVE TECHNICAL CONSULTING AND SERVICE AGREEMENT

1.

Technical Consulting and Services; Exclusivity

During the term of this Agreement, Party A agrees to, as the exclusive technical consulting and services provider of Party B, provide the technical consulting and services to Party B in accordance with this Agreement:

Analysis and evaluation of Party B’s current business, operational model and customer types in an effort to integrate current business management resource;

Provision of advanced management skills to offer a framework for the construction of a new management platform;

Provision of technology information and materials related to Party B’s business development and operation. The contents of the technology information and documents may be enhanced or diminished during the performance of this Agreement upon mutual agreement to address each Party’s requirements; and

Training of technical and managerial personnel for Party B and provision of required training documents. Party A will send technologists and managerial personnel to Party B to provide related technology and training service as necessary.

Party B hereby agrees to accept such technical consulting and services provided by Party A. Party B further agrees that, during the term of this Agreement, it shall not accept the technical consultation and service provided by any other third party without the prior written consent of Party A.

Party A shall be the sole and exclusive owner of all right, title and interests to any and all interllectual property rights arising from the performance of this Agreement (including but not limited to, copyrights, patent, know-how, commercial secrets and others), no matter whether it is developed by Party A or by Party B based on Party A’s intellectual property right.

2.

Payment for the technical consultation and service(“Consulting Fees”)

2.1

The both parties agree that the consulting fees shall be paid per year in accordance with the consulting and service actually provided by Party A.

2.2

Except for the Consulting Fees mentioned above, Party B agrees to reimburse Party A for all necessary expenses in relation to performing this Agreement, including but not limited to, travelling expenses, fees payable to experts, printing fees and mail cost.

2.3

Except for the Consulting Fees, Party B agrees to reimburse Party A the tax, customs and other expenditures(income tax is not included) in relation to Party A’s performance of this Agreement by Party A.

2.4

Party B shall provide Party A with a report in relation to Consulting Fees (“ Consulting Fees Report ”) in accordance with this Agreement within three (3) business days after each finacial year, and Party B shall remit the amount in RMB to the bank account designated by Party A within two(2) working days after delivering the Consulting Fees Report. In case that Party B fails to pay Consulting Fees and other necessary expenses in accordance with this Agreement, Party B shall pay Party A late fee based on a 12% annual interest (compound interest) from the date of such default.

2.5

Party B shall open separate bank account for the Consulting Fees under this Agreement. Party A is entitled to appoint its employee or PRC accountant or international accountant to review or audit the account books in relation to the consulting service from time to time. The fees payable to the accountant shall be paid by Party A itself. Party B shall provide any and all documents, account books, records, materials and information, and any convenience and assistance to the person designated by Party A or accountant appointed by Party A may deem necessary. The auditing report issued by Party A’s employee should be final and conclusive unless Party B give written objection within seven (7) days after receiving such report. The report issued by the accountant shall be final and conclusive. Party A is entitled to serve written payment notice to Party B at any time after receiving the audit report according to the consulting fee confirmed by the audit report. Party B shall pay within seven (7) days after receiving the notice in accordance with Article 2.4.

2.6

All payment p