CONTRACT ON RETAINING LEGAL COUNSELThis retaining Contract ("Contract") is entered into by and between MASA CONSTRUCTION MACHINERY (TIANJING)CO,LTD. ("Party A” hereinafter) and Beijing King & Partners partnership legal firm ("Party B" hereinafter).In accordance with Contract Law of the People's Republic of China and Law on Legal Counsel of the People's Republic of China, Party A engages Party B as its annually retained legal advisor to deal with the legal affairs in its business operation and management. The two parties through consultation hereby agree upon, and shall be bound by, the following terms:Article 1 Services Rendered by Party BThe lawyers employed by Party B will supply services of assisting Party A in dealing with the daily legal matters, which including:a. Providing answers to legal questions, and providing opinion under law or issuing written legal opinion when necessary;b. Assisting in drafting, drawing, reviewing or amending contracts, constitution and other legal documents;c. Participating in contract consultation or negotiation with legal analysis and reasoning upon Party A's request;d. Signing, delivering or accepting legal documents as Party A’s commission;e. Upon Party A’s request, doing legal reasoning, providing solution, issuing lawyer’s letter, providing lawyer’s opinion for Party A’s conflicts that happened, facing or probably occur in the future; or participating in negotiation, arbitration, and intermediation involved with non-litigation activities;f. Upon Party A’s request, lecturing legal practice knowledge.g. Dealing with other legal matters agreed by two partiesWithout the agreement of both parties, the service scope of Party B does not include the legal matters of Party A’s holding companies, Share Companies, subsidiaries and other related enterprises.Without the agreement of both parties, the service scope of Party B does not include of neither the cases in the litigation or arbitration involving with economy, civil, intellectual property, labor, administration and criminal aspects; or the specific legal counsel matters involving with long-term investment, financing, corporation restructuring, M&A, bankruptcy, stock issuance and public offerings.Article 2 Obligations of Party Ba. Party B will designate Lawyer Jing Yunchuan , Lawyer Zhang Xiuchun and Lawyer Sun Jianzhang as Party A’s retaining legal counsel. Party A agrees that the mentioned lawyers appoint other lawyers to cooperate with the appointments of the aforesaid legalmatters, however, the change of retaining legal counsel by Party B shall get the approval of Party A；b. The counsels of Party B shall finish the legal matter appointments provided at Article1.1 diligently.c. The counsels of Party B shall do their best to protect Party A’s profits (benefits, interests) based on the judgment they made upon law.d. The counsels of Party B have secrecy responsibility for keeping Party A’s business secrets that they get during the execution of this contract, and can not release to a third party unless provided by law or agreed by Party A.Article 3 Obligations of Party Aa. Party A shall faithfully furnish Party B with all kinds of circumstances, documents and data related with legal matters;b. Party A shall give specific and reasonable requests of dealing with legal matters to Party B.c. Party A shall pay Party B a lump-sum retaining fee and reasonable costs and expenses for travel, board and lodging etc in time.d. Party A appointed ________ as the contact with the retaining legal counsels be responsible for delivering Party A’s directions and requests, offering documents and data, etc. The replacement of the contact should be notified to the retaining legal counsels by Party A;e. Party A has the responsibility for making independent judgments and decisions about commission issues. Party A shall be liable for any loss caused by decisions made based on the legal opinions, suggestions and solutions supplied by Party B, unless the damage is caused by the failure use of law of the counsels of Party B.Article 4 Legal Counsel Feea. Party A shall pay Party B an annual fee of RMB 60,000 yuan. Party A shall pay Party B 30,000RMB within 20days from the date when this Contract takes effect; and pay another 30,000RMB to B before June 30, 2007.b. Party B is entitled to charge Party A additional fees for representing cases or specific counsel matters listed at Article 1.3 if Party A needs. The Parties shall come to another contract and Party B shall give a discount on charges to Party A.Article 5 Costs and ExpensesThe following expenses cost during the execution of this Contract shall be afforded by Party A:a. the relevant fees charged by administration, justice, appraisal, and notarization authorities;b. the costs of travel, board and hotel, copy and long distance communications occurred outside of Beijing;c. translation fees, if at Party A’s request, the English translation of the legal documents is prepared by Party B, Party A shall pay translation fees to Party B.d. other costs approved by Party A.The counsels of Party B shall use the expenditure reasonably and frugally.Article 6 Release of ContractThis contract could be amended or released upon the agreement of both parties.Article 7 Liability for breach of contracta. Party B couldn’t provide legal service without justifiable reasons or breaches the liability of Article 2, Party A has the rights to require party B to return partially or whollythe attorney’s fee.b. Party A refuses to pay the counsel fee to the cost arising from the job without justifiable reasons, or terminates the contract without justifiable reasons, Party B has the rights to require Party A to pay the rest of counsel fee, and the cost which has not been paid by Party A and the interests for overdue payment.Article 8 Dispute ResolvingIf disputes occur, the parties should negotiate friendly. If negotiation fails, any party is entitled to submit the dispute to CIETAC and go through the arbitration under the actual rules of CIETAC. The arbitration award is final and binding on both parties. The dispute resolving applies for the law of the People's Republic of China.Article 9 Taking effect of ContractThis contract shall have two originals and each party will have one. Both copies shall be equally valid. This contract shall come into effect on the date when it is signed and stamped their business seals by both parties.Article 10 Terms of ContractThe term of this contract is 1 year. Within 30 days before the expiring date hereof, the parties shall negotiate and deicide whether to extend this Contract or not.Party A Party BRepresentative of party A Representative of party BDate Date。