BUSINESS COOPERATION AGREEMENT

This Business Cooperation Agreement (this “ Agreement” ) is dated March 25, 2009, and is entered into in Beijing, China between Gold Rock Resources Inc., a Nevada corporation (“ Party A ”), and Beijing RainEarth Technology Co. Ltd., a company incorporated under the laws of the PRC, located at No.1 SanLiTun, East, Chaoyang District, Beijing, China 100027 (“ Party B ”).

NOW THEREFORE, the Parties agree as follows:

1.   DEFINITIONS

1.1   In this Agreement the following terms shall have the following meanings:

“ Affiliate, ” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Consulting Services Fee ” shall be as defined in Clause 3.1.

“ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“ Person ??shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body.

“ PRC ” means the People’s Republic of China.

“ Quarterly Date ” shall mean the last day of March, June, September and December in each year, the first of which shall be the first such day following the date of this Agreement; provided that if any such day is not a business day in the PRC, then such Quarterly Date shall be the next succeeding business day in the PRC.

“ Services ” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2; in this Agreement a reference to a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement.

1.2   The headings in this Agreement shall not affect the interpretation of this Agreement.

2.   RETENTION AND SCOPE OF SERVICES

2.1   Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC upon the terms and conditions of this Agreement. The services subject to this Agreement shall include, without limitation:

(a)   General Business Operation . Advice and assistance relating to development of marketing and provision of consultancy services, particularly as related to the Business.

(b)   Human Resources .

(i)   Advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment of management personnel, administrative personnel and staff of Party B;

(ii)   Training of management, staff and administrative personnel;

(iii)   Assistance in the development of sound payroll administrative controls in Party B;

(iv)   Advice and assistance in the relocation of management and staff of Party B;

(v)   Marketing and other related advice;

(c)   Research and Development .

(i)   Advice and assistance in relation to research and development of Party B;

(ii)   Advice and assistance in strategic planning;

(d)   Guaranty .  Party A shall take such action as may be reasonably required to raise up to RM 136 million ($ 20 million U.S.) of Party B's financial obligations; and

(e)   Other .  Such other advice and assistance as may be agreed upon by the Parties.

2.2   Exclusive Services Provider . During the term of this Agreement, Party A shall be the exclusive provider of the Services. Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

2.3   Intellectual Properties Related to the Services . Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing Services, or derived from the provision of the Services. Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual properties. If Party B must utilize any intellectual property, Party A agrees to grant an appropriate license to Party B on terms and conditions to be set forth in a separate agreement.

3.   PAYMENT

3.1   General .

(a)   In consideration of the Services provided by Party A hereunder, Party B shall pay to Party A during the term of this Agreement a consulting services fee, equal to 60% of the quarterly revenues after deduction of direct operating costs, expenses and taxes (the “Consulting Services Fee”). Party B shall pay the Consulting Services Fee based on the quarterly financial statements provided under Clause 5.1 below. Such quarterly payment shall be made within 15 days after receipt by Party A of the financial statements referenced above.

(b)   Party B will permit, from time to time during regular business hours as reasonably requested by Party A, or its agents or representatives (including independent public accountants, which may be Party B’s independent public accountants), (i) to conduct periodic audits of books and records of Party B, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters. Party A may exercise the audit rights provided in the preceding sentence at any time, provided that Party A provides ten (10) days written notice to Party B specifying the scope, purpose and duration of such audit. All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

3.2   Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s written consent.

3.3   The Consulting Services Fee shall be paid in RMB by wire transfer to a bank account or accounts specified by Party A, as may be specified in writing from time to time.

3.4   Should Party B fail to pay all or any part of the Consulting Service’s Fee due to Party A in RMB under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest in RMB on the amount overdue based on the three (3) month lending rate for RMB announced by the Bank of China on the relevant due date.

3.5   All payments to be made by Party B hereunder shall be made free and clear of and without deduction for or on account of tax, unless Party B is required to make such payment subject to the deduction or withholding of tax.

4.   FURTHER TERMS OF COOPERATION

4.1   All business revenue of Party B shall be directed in full by Party B into a bank account(s) directed by Party A.

5.   UNDERTAKINGS OF PARTY B

Party B hereby agrees that, during the term of the Agreement:

5.1   Information Covenants . Party B will furnish to Party A:

5.1.1   Monthly Reports . Within ten (10) days after the end of each calendar month, a monthly report from Party B on the financial situation such as income statements, balance sheet and results of operations of Party B made up to and as at the end of such calendar month and for the elapsed portion of the relevant financial year, setting forth in each case in comparative form figures for the corresponding period in the p