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CONSULTANCY

AGREEMENT

BETWEEN

PARTY A

AND

PARTY B

This agreement is made by and between:

PARTY A

,

a company existing under the laws of People’s Republic of China,

having its registered office in xxxxxxx

(Hereafter

referred to as “

PARTY

A”

)

AND

PARTY B, XXXXXXXXXX

(H

ereafter referred to as “

PARTY

B”

)

PROJECT: Projects signed with ********. (Hereinafter

refered to as “the

Project”

)

Whereas:

1.

Party

A

is

desirous

of

cooperating

with

Party

B

to

carry out

the

said Project

2.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

ARITCLE 1

–

APPOINTMENT OF CONSULTANT AND SCOPE OF COOPERATION

1.1

Party A hereby appoints Party B as its consultants for the Projects

in XXXX (COUNTRY) for CLIENT, subject to the terms and conditions of

this Agreement. The consultants accept such appointment and agree to

keep, observe and perform the terms and conditions of the Agreement.

1.2

Party B shall not provide third parties of a competitive nature the

same service as provided to Party A, for the same project throughout

the effective term of this Agreement.

Party B is agreeable to such cooperation;

1.3

The service contemplated under this Agreement shall be restricted in

XXXX(COUNTRY).

ARTICLE 2

–

SUBJECT MATTER OF THE AGREEMENT

The

parties

shall

cooperate

with

each

other

in

accordance

with

obligations and conditions contained herein the Agreement.

ARTICLE 3

–

OBLIGATION OF PARTY B

PARTY

B

is

obligated

to

show

its

capacity

by

providing

all

the

essential information, advice, consultation and other services requested

by PARTY A, in view of obtaining the project contracts signed between PARTY

A and the CLIENT and so as to secure the good execution of the contracts

by coordination and solving the problems occurred between PARTY A and the

CLIENT.

PARTY B will act as a consultant of PARTY A in XXXX (COUNTRY) to promote

PARTY A's participation in the said Projects in XXXX (COUNTRY), along with

XXXX (COUNTRY) authorities and private entities. That consultant service

is not limited in scope but the parties will agree on a list of targets

which will constitute the initial basis of PARTY B

’s work.

Upon the request of PARTY A whenever necessary, PARTY B should also:

Provide assistance to Party

A’

s work in

the client’s country.

Supply to Party A with data concerning the market and other information

including information on laws, payments, taxation and other standards in

force in the client’s country which could be necessary.

Take part in the preparation and submission of any written document which

must be presented to client in relation to the Project.

Assist Party A to fulfill contractual obligations during the course of

implementation of the Project Contract.

ARTICLE 4

–

CONFIDENTIALITY

The Parties shall keep all information obtained in relation to this

Agreement

confidential

and

shall

not

therefore

divulge

it

to

any

third

parties.

ARTICLE 5

–

REMUNERATION

Party A shall pay to Party B such remuneration as Party B shall be

Any exception to the above must be agreed to in writing by the Parties.

entitled to in accordance with the terms of this Agreement.

The Parties agree that remuneration shall

be paid to PARTY B according

to the percentage and the contract amount shown in the table below when

the contract amount is equal to the bidding price:

When the contract amount is lower than the bidding price, the percentage

shown in the table above shall be reduced accordingly upon the Parties

’

friendly discussion.

Payments

shall

be

made

into

Party

B’s

bank

account

specified

by

Party B in writing, and shall be in the same currency (USD) as that of the

Project contract.