CONTRACT ON RETAINING LEGAL COUNSEL

This 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 B

The 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 parties

Without 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 B

a. 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 legal