Financial Adviser Agreement

1)  

Party A will prepare and collate its financials to meet the U.S. GAAP requirements. Then the U.S. auditors shall perform a financial audit of the Party A’s financial statements. Party A will fully support the auditing process and provide the U.S. auditors with true and accurate financial information and data.

2)  

Under the guidance of Party B, Party A will be responsible for the preparation of its business plan, both English and Chinese, and submits to Party B for further revision in order to meet the Wall Street standards. The drafts will finally be revised to English business plan documents.

3)  

Party B will be responsible for establishing and registering offshore company for Party A. Under the guidance of Party B, Party A shall register a WOFE controlled by a foreign company in China and complete the overseas restructuring and structure.

1)  

In the first 3-6 months, Party B expects that:

A.  

U.S. auditors complete the audit of Party A’s financial statements and submit the audited financial statements. In the case that the audit process is severely delayed due to Party A providing inaccurate financial data and documents, Party A shall be fully responsible for such consequences. Therefore, the process of going public will be postpone correspondingly;

B.  

Party A will provide the business plan, both English and Chinese;

C.  

Under the guidance of Party B, Party A will complete all the required procedures for establishing the WOFE.

2)  

Within the following 3 months, Party B expects that:

A.  

Lawyers complete all the legal documents related to the reverse merger transaction;

B.  

Both Party A and B complete the negotiation with the shell company and sign all the agreements related to the reverse merger transaction.

Recommend an accounting firm having U.S. SEC recognized industry qualifications;

Recommend U.S. corporate lawyers and be responsible for communication with these lawyers;

Recommend U.S. investment banks work on the reverse merger transaction and financing, developing and implementing the whole plan;

Prepare business plan (in English) based upon the bilingual business plan draft (in English and Chinese) provided by Party A;

After Party A provides Party B with the business plan, original audited financial statements and quarterly financial reports, Party B will select the shell company for Party A and negotiate with the shell company;

Arrange road shows to the U.S. investors for Party A’s team;

Organize fiduciary visits for representatives of the shell company and investment banks to Party A’s company;

Coordinate with U.S. lawyers cleaning the shell and liabilities in the shell and preparing documents related to the merger;

Within 3-9 months after Party A provides Party B with the business plan and audited financial statements and quarterly financial reports, with Party A’s full support, Party B will complete the reverse merger transaction enabling Party A to be a public company on OTCBB market (in the case that the SEC need to inquire further information regarding such transaction, the completion of the transaction can be reasonable delayed, but the chance for such inquires lasting for over 3 months would be little) and the financing as well (the financing could be completed in a couple of months after the reverse merger transaction is done);

Contact market makers and be responsible for communications with them;

Contact financial printing service company and stock transfer agents;

Responsible for delivering Party A all the share certificates that offered by the shell company for such transaction.

Ensure that the Company’s financials are clear and there will not be huge difference between the financials provided and the ones audited. Party A does not have any legal disputes or unexplainable liabilities, or any potential ones;

Provide Party B with the draft business plan, both English and Chinese, within the time set forth in the Agreement. Provide Party B with any further documents and instruments as required on a timely basis;

Fully coordinate with the U.S. audit firm recommended by Party B and the Chinese staff selected by the audit firm. Firstly, complete the Company’s financial adjustment consulting, and then assist the audit firm in completing the audit report on schedule, and submit such report to Party B by the time set forth in the Agreement;

Responsible for providing accommodation for “fiduciary visit” representatives and pay the local transportation fees and accommodation in China for such representatives;

Responsible for providing all the related legal documents, such as WOFE business license;

Fully coordinate with the U.S. corporate lawyers recommended by Party B; prepare documents related to merger into the shell company and sign such documents to complete the merger with the shell company; provide documents and responses to the SEC “Comments” on a timely basis;

Fully coordinate with Party B arranging the financing road shows;

Provide related documents and information and truly disclose the Company’s information on a timely basis;

Focus on the Company’s operation and ensure achieving the Company’s goal of operation;

Pay all the fees set forth in the Agreement.

1)  

Within 7 days after signing this Agreement, Party A will pay a retainer of $50,000 to Party B, and the Agreement will then be effective, and Party B will start working. The professionals of Party B will provide a series of services, such as legal, financial and investment banking, during the process of the entire operation to ensure the success of the reverse merger and financing transactions.

2)  

Before the U.S. audit work starts, Party A will pay $250,000 as audit fees and legal fees, etc.;

3)  

Upon the completion of the audit, Party A will pay $400,000 to purchase the shell company;

4)  

Upon the completion of purchase the shell and the $40 million financing, Party A will pay the remaining $100,000

Party A delegates Party B as the financial adviser handling the reverse merger and financing transactions. Party B promises to select clean shell (no liability, no legal disputes and no violation of U.S. Securities Act) for Party A. Party B will be fully responsible for any problems caused by the shell;

Both Parties agree that after Party A completes the business plan and the original audit report provided by the qualified accounting firm and in accordance with the SEC’s filing requirements, Party B will complete the reverse merger transaction on time with Party A’s full support. Party B will return the payment fully to Party A if the transaction failed to be accomplished on time;

If Party A request a cease of the work in connection with going public in the middle of the process, Party B will not return the payment received.

When executing this Agreement in the entire working process, both Parties shall strictly comply with the laws and regulations. Both Parties will be responsible for their activities in China and all the legal documents, respectively. The services provided by Party B in the U.S. should be compliance with related laws and regulations in the U.S. and will be responsible for any related issues. Party B will be in charge of Party A’s U.S. capital operation, including the purchase of OTCBB shell company, market making and marketing, PIPEs, NASDAQ listing, secondary offering after listed on U.S. national stock exchange, mergers between domestic and overseas companies, etc. will be fully compliance with the U.S. securities laws and regulations and shall be responsible for corresponding consequences.

In the case that both Parties have different opinions, such disagreement should be settled through negotiations by both Parties. In the case that the disagreement cannot be settled through negotiations, China shall have the jurisdiction on these issues.

The Agreement shall not be revised. Supplemental agreements shall be signed when special situation occurs and for unaccomplished issues when agreed by both Parties.

This Agreement shall be effective when signed by both Parties. Facsimile signature shall have the same legal effects.

This Agreement is written in Chinese with 4 original copies. Each Party has 2 copies. Each copy has the same legal effects.