Contract of Legal Counsel

                                    Milo & Edward Law  Firm

Contract of Legal Counsel

[2009]

                                          No.

Party A:

Party B: Milo & Edward Law Firm

In order to meet the needs of business, Party A now hires Party B as its Legal Counsel. Based upon negotiations, Party A and Party B enter into this Contract of Legal Counsel.

I.Hired by Party A, Party B nominates Edward Shaw as Party A's Legal counselor.

II.The Counselor's work

1.Give legal advice on Party A's legal matters;

2.Draft, examine and amend Party A's legal documents;

3.Participate in Party A's negotiations for economic contracts and other important contracts, and provide legal advice, prepare and examine all documents and relevant laws, assist Party A in formulating policies and strategies therefor;  

4.Provide legal advice for Party A's management decisions and/or decisions on important matters, and/or provide legal analysis therefor;

5.Upon invitation, provide legal advice for Party A's legal issues and/or give legal attestation;

6.Work as commission agent for Party A's business registration;

7.Upon Party A's commission, carry out investigations on other enterprises' credit status and/or on the relevant information and/or feasibility of investments, and give report thereof;

8.Make announcement, proclamations and/or write lawyer's letters on Party A's behalf;

9.Provide information upon new laws;

10.Assist Party A in the inner staff education, for the purpose of tightening the management with legal measures;

11.Participate in Party A's efforts in solving civil, economic, administrative and other important disputes before litigation or arbitration;

12.Accept and handle in priority Party A's commission, for the purpose of protecting the legitimate rights and interest, participate in the procedures of mediation and arbitration and litigation and the like in all economic, civil and administrative suit cases;

III.In order for Party B to provide quality service, Party A shall

1.Provide Party B with relevant materials and documents and guarantee the authenticity and legality thereof;

2.Provide Party B with facilities, convenience and proper assistance and manage the confidentiality of Party B's work;

3.Nominate ______________as the liaison; and the liaison shall assist and cooperate with Party B and receive documents therefrom;

4.The travel expenses and subvention shall be borne in accordance with agreement by both Parties.

IV.In order to perform the Legal counsel's duty, Party B shall

1.Upon acceptance of the work stipulated in article II of this contract, start to work at the earliest possible time;

2.If the lawyer nominated by Party B can not perform the counselor's duty by cause of the change of position or in similar cases, Party B shall nominate another lawyer, and inform Party A thatof;

3.Take confidential all important documents from Party A.

V.Party A shall pay Party B RMB      as yearly commission within five days after the signature of this contract.

VI.Party A shall pay Party B attorney's fee for the work stipulated in Article II of this contract except that stipulated in 1,9,10,11 thereof;

VII.Party A reserves the rights to deny any legal documents signed by Party B without Party A's authorization, and documents so signed or commitment so made shall never be binding to Party A, and any damage incurred therefrom shall be borne by Party B; Party B reserves the right to refuse any entrusted issues against the law and/or the government policy and such refusal shall not constitute a breach of this contract;

VIII.Dispute resolution

Any disputes arise between the two Parties shall be solved through friendly negotiation, or through mediation in Guangzhou Lawyers' Association, or through arbitration in Guangzhou, or through litigation in Guangzhou.

IX.The validity term of this contract is ____year/years, from___dd, ____mm, _______yy to___dd, ____mm, _______yy. During this term, this contract can be amended through agreement by and between the Parties.

X.There are two copies of this contract for each Parties, and each copy carries the same meaning and the same effect.

XI.For the convenience of communication and delivery, the Parties confirm their addresses as follows:

Party A:                                                 

Party B:

Add: Suite 1501, China Shine Plaza, Linhexi Rd, Guangzhou, People's Republic of China

Party A(Signature  )  :

Legal representative:

liaison: 

Tel:

Party B(Signature):Milo & Edward Law Firm

director:Edward Shaw

Lawyer:

Tel:020-85236403  13751768596