Legal Service Agreement

Code:

This Legal Service Agreement (“this Agreement”) is entered into in Shanghai by and between:

________________________ ("Client"), a limited liability company established and existing under the laws of__________, and

Xx Law Office 上海xx律师事务所("Xx" or “Law Firm”), a law firm established and existing under the laws of P.R.China (“China”).

Whereas Xx is a law firm licensed to provide legal service of China laws and have experience in service for corporate clients; Client hope to seek Xx Attorney’s legal services, both parties agreed as follows:

1. Client:

The Client is ________________________ Co. Ltd. To the extent ethically permissible, its officers, directors, employees, and/or agents should also be treated as Client or representatives of Client, unless Client advises Law Firm otherwise.

2. Attorney:

As designated by Law Firm, the Attorney responsible for the matter hereunder is Mr. Zhang Wen, who is licensed to practice laws relevant to this matter in the jurisdiction of mainland of P. R. China.

3. Matter & Work Scope:

Law Firm shall provide Client with the following services:

(1) Drafting or review of Client’s business contracts, agreements and other legal documents;

(2) Advice and counsel in all legal matters in Client’s business in China;

(3) Advice and counsel on Client’s employment issues;

(4) Legal support and representation in settlement of disputes that Client is involved in; and

(5) Other legal support at Client’s request.

Legal support and advice mentioned above will be rendered via email, fax or telephone, or meetings. All work will be delivered in either English and / or Chinese as the situation requires. All the services hereunder shall be rendered based on laws of mainland China. The work scope in this agreement shall not include representation in any litigation or arbitration, in which event both Parties may enter into a separate retainer arrangement other than the present one.

4. Attorney Fee:

For the services within the work scope hereunder Client shall pay Law Firm an annual fee of RMB 【】yuan (RMB 【】)(“Annual Fee”) for each service year, which covers not more than 【】work hours (“Work Hours Budget”). By the end of each service year both parties may review the actual work load of that year and the potential scope of work for next year to determine the amount of the annual retainer for the next year and so on.

Of the Annual Fee for the first service year, 【】% shall be due and payable within 10 working days after signature of this agreement, the other 【】% before the end of the sixth calendar month of the first service year. If both parties renew the term of this agreement, for the second service year and afterwards, 【】% of the Annual Fee shall be due and payable before commencement of each service year, the other 【】% before the end of the sixth calendar month of each service year. A service year shall be a term of 365 calendar days; the first service year shall commence the day of both parties’ signature of this agreement.

Irrespective of the Annual Fee, Client shall pay Law Firm for the work hours in excessive of the Work Hours Budget at the hourly rate of RMB 【】for Attorney and/or RMB 【】for associate level attorney or legal assists as Attorney may assign. To this end, Attorney shall sends out work reports and debit notes regularly and Client shall pay the same within 30 days upon receipt of the debit note.

Client shall bear all costs incurred in connection with all its payments hereunder so that Law Firm receives payments clear of any charges or deductions.

5. Out-of-pocket Expenses:

Irrespective of the Attorney Fee, Client shall within 30 calendar days of Law Firm’s debit note pay to Law Firm’s or the Attorney’s personal account (as the case may be) the actual, reasonable cost of the following expense items if incurred in relation to the matter and promptly itemized in the monthly bill: governmental and/or third party charges, court fees, necessary and reasonable travel expenses, long distance telephone calls and other reasonable out-of-pocket expenses.

The following expenses will not be reimbursable unless Client specifically agrees in advance: personal expenses, expenses that benefited other clients, stationery and other supply expenses, utilities, and any other expense that is either unreasonable or unnecessary.

Law Firm shall include copies of receipts for all expenses with the itemized monthly bill. Client may refuse to pay any expense item for which documentation is not provided by Law Firm.