Labor Service Contract

Party A:                                      (hereinafter referred to as Party A)
Party B:                                      (hereinafter referred to as Party B)

According to stipulations of the "Contract Law of the People's Republic of China", the "Labor Law of the People's Republic of China" and other relevant laws and regulations, and in the principle of equality and mutual benefits, the Two Parties reach this Labor Service Contract (hereinafter referred to as This Contract) through friendly consultation with respect to employment of Chinese Staff by Party B.

Chapter 1 General Provisions
Article 1 Application
This Contract applies to employment of Chinese Staff by Party B and related matters.
Article 2 Application Laws
This Contract and all matters concerning This contract shall be subjects to laws and regulations of the People's Republic of China. When articles of This Contract do not correspond with the laws and regulations of the People's Republic of China, the latter shall prevail.
Article 3 Definitions
3.1 Attachments: Attachments to This Contract hereinafter referred to all supplementary agreements or related 
arrangements signed by the Two Parties; the Attachments are indispensable part of This Contract and have the same legal effect as This Contract. Unless it is otherwise stipulated in This Contract.
3.2 Chinese Staff: hereinafter referred to Chinese citizens that are employed by Party B through corresponding procedures completed by Party A according to the law, Unless it is otherwise stipulated in This Contract or Attachments.
3.3 Management Fee: hereinafter referred to the sum of all charges and expenses that Party B should pay to Party A for employment of Chinese Staff, which normally includes:
(1) social insurance and housing funds paid by Party B for the Chinese Staff;
(2) welfare expenses that Party B requests Party A to provide for the Chinese Staff;
(3) service fee charged by Party A and taxes levied by the state.
Unless it is otherwise stipulated in This Contract of Attachments.
3.4 Salary: hereinafter referred to labor remuneration that Party A entrusts Party B to pay directly to the Chinese Staff employed by Party B with the amount being dependent on the Labor Contact signed between Party A and the Chinese Staff (hereinafter referred to "Labor Contract"). Unless it is 
otherwise stipulated in This Contract or Attachments.
3.5 Remuneration: hereinafter referred to all remuneration that Party B directly pays Chinese Staff employed by it, which includes but not limited to Salary. Unless it is otherwise stipulated in This Contract or Attachments.

Chapter 2 Rights and Obligations
Article 4 Rights Enjoyed By Party A
4.1 Party A Shall be entitled to conciliate between Party B and the Chinese Staff on disputes arising from employment relationship between them.
4.2 Party A shall be entitled to negotiate and propose rectification opinion and request with regards to infringement 
upon legitimate rights and interests of the Chinese Staff by 
Party B.
4.3 Party A shall be entitled to charge Management Fee on a monthly base from Party B according to the stipulations in This Contract and Attachments.
Article 5 Rights Enjoyed By Party B
5.1 Party B shall be entitled to enjoy the services offered by Party A as agreed upon in This Contract and Attachments.
5.2 Party B shall be entitled to decide whether or not it should renew employment of the Chinese Staff.
5.3 Party B may conclude other agreements with the Chinese Staff employed by it define rights and obligations of the two sides; but Party A shall not bear any joint and several liability for any party (Party B or the Chinese Staff) for any 
consequence arising therefrom.
5.3.1 The above mentioned agreements include but not limited to agreement with respect to loans for housing (including guarantee), training and service period (including training in other countries), commercial secrecy, restriction on competition, etc..
5.3.2 The above mentioned agreements shall not conflict with the laws, decrees or stipulations of the People's Republic of China, or with This Contract or "Labor Contract".
5.4 Party B shall be entitled to make and promulgate its own rules and regulations on the base of the laws and regulations of the People's Republic of China, which include but not limited to working hour system, overtime system, vocation system, wage and salary system, (year-end) bonus system, etc.; but such rules and regulations shall not conflict with the current laws and regulations of the People's Republic of China and shall be make known to the Chinese Staff.
Article 6 Obligations Performed By Party A
6.1 Party A shall complete relevant procedures for employment of the Chinese Staff by Party B according to the law.
6.2 Party A shall provide services as chosen by Party B according to This Contract and Attachments.
6.3 Party A shall instruct the Chinese Staff to voluntarily observe the laws and regulations of the People's Republic of 
China and the rules and regulations of Party B.
6.4 Party A shall pay social insurance and housing funds for the Chinese Staff employed by Party B according to the norm as confirmed by Two Parties.
6.5 Party A shall render assistance in completion of procedures for the Chinese Staff to go abroad.
6.6 Party A shall assist the Chinese Staff in completing procedures for becoming a (chief) representative of Party B.
6.7 Party A shall go through formalities for awarding of professional titles for Chinese Staff qualified as such.
6.8 Party A shall, at the request of Party B, assist Party B in claiming on economic losses that the Chinese Staff cause to Party B.
Article 7 Obligations Performed By Party B
7.1 Party B shall pay full amount of Management Fee to Party A on a monthly base according to the stipulations in This Contract and Attachments.
7.2 Party B shall bear the responsibility for social insurance and housing funds for the Chinese Staff according to the laws and regulations of the People's Republic of China.
7.3 Party B shall pay respect to national habits and religious belief of the Chinese Staff and forbid strictly racial discrimination and sexual discrimination.
7.4 Party B shall provide labor protection and labor conditions in conformity with the laws, decrees and stipulations of the People's Republic of China and offer working places, operating conditions in compliance with the state's regulations. Party B shall also take the responsibility of injuries of Chinese Staff suffered at work.
7.5 Party B shall legitimately implement the working hour system and overtime system in compliance with the laws and regulations of the People's Republic of China.
7.6 Party B shall grant the Chinese Staff rest and vocation according to the laws and regulations of the People's Republic of China.
7.6.1 Normally, 15-day holiday with pay is granted for each Gregorian year to the Chinese Staff employed.
7.6.2 Chinese Staff employed for the first time who do not work for a full Gregorian year in the first year of service 
may be granted one day vocation with pay for each full month of actual employment.
7.6.3 If Party B has other written stipulations or there are written agreements separately concluded between it and the Chinese Staff, such stipulations or agreements shall prevail.
7.7 Every time Party B employed the Chinese Staff for one full Gregorian year, Party B shall pay Party A an additional one-month Management Fee, as the double payment of Chinese Staff, at the year end.
7.7.1 For Chinese Staff employed for the first time who do not work for the full Gregorian year in their first year of 
service, Party B shall pay Party A at the year end one twelfth of one-month Management Fee for each full month of actual employment.
7.7.2 If Party B has other written stipulations or there are written agreements separately concluded between it and the Chinese Staff, such stipulations or agreements shall prevail.
7.8 Party B shall offer special labor protection to female Chinese Staff to guarantee their legitimate rights and 
interests during the pregnant, puerperal, or breast-feeding period according to the laws and regulations of the People's Republic of China.
7.9 Party B shall deduct and pay individual income tax for the Chinese Staff according to the law.
7.10 In case of labor arbitration or lawsuits between Party A and the Chinese Staff arising from employment disputes between Party B and the Chinese Staff, Party B shall participate in such arbitration or lawsuits as the attorney or witness for Party A.
Article 8 Rights Enjoyed and Obligations Performed Jointly By Two Parties
8.1 This Contract and all related documents, including but not limited to contract scripts, Attachments, quotation, faxes and letters, are commercial secrecy of Two Parties and shall not be disclosed to a third party by either party, otherwise, the disclosing party shall bear responsibility for breach of contract and economic responsibility accordingly.
8.2 Either party shall be entitled to negotiate and propose rectification opinions and requests with respect to breach of This Contract on the part of the other party and the defaulting party shall have the duty to compensate for all losses arising therefrom.
8.3 Either party shall be entitled to request the other party to implement and amend corresponding articles in This Contract according to newly stipulated laws and regulations of the People's Republic of China, and the other party shall proceed accordingly.
8.4 Either party shall, as required by the other party, provide corresponding laws and regulations.
8.5 In cases of Party A or Party B moving their offices, it shall inform the other party thereon in written notice 15 days in advance. If it causes losses to the other party by failing to do so, the moving party shall bear the responsibility for economic compensation accordingly.

Chapter 3 Employment and Dismissal of Chinese Staff
Article 9 Employment Of The Chinese Staff
9.1 Party B shall provide Party A with documents proving the legitimate status of Party B for employment of the Chinese Staff. Party B shall be responsible for the authenticity and validity
9.2 Employment term for the Chinese Staff shall be based on the agreement in the Attachments and it is normally one year.
9.3 Prior to 15th of each month, Party B shall inform Party A in written notice of changes in employment of the Chinese Staff.
9.4 Party B may effect a probation period not exceeding 3 months for the Chinese Staff it employs for the first time.
Article 10 Dismissal Of Chinese Staff
10.1 In any of the following circumstances, the Chinese Staff 
may be dismissed by Party B, but Party A shall be informed 
thereon in written notice:
10.1.1 To be proved not up to the requirement for recruitment 
during the probation period;
10.1.2 To serious violate labor disciplines or the rules and 
regulations of Party B;
10.1.3 To cause great losses to the Party B due to serious 
dereliction of duty or engagement in malpractice for selfish 
ends; and
10.1.4 To be investigated for criminal responsibilities in 
accordance with the law.
10.2 In any of the following circumstances, the Chinese Staff 
shall not be dismissed with exception of the stipulation in 
10.1 of this article:
10.2.1 To be confirmed to have totally or partially lost the 
ability to work due to occupational diseases or injuries 
suffered at work;
10.2.2 To be receiving medical treatment for diseases or 
injuries within the prescribed period of time.
10.2.3 To be a female Chinese Staff during pregnant, 
puerperal, or breast-feeding period;
10.2.4 To be with 10 full years of service with Party B and 
within 3 years from the legal age for retirement; or
10.2.5 Other circumstances specified by laws, administration 
rules and regulations.
10.3 Postpone of employment relationship In any of the 
circumstances that are mentioned in 10.2 of this article and 
are not the circumstances mentioned in 10.1 of this article 
with respect to the Chinese Staff, Party B shall postpone 
their employment relationship upon expiration of such 
employment term until conditions mentioned in 10.2 disappear.
10.4 Besides the conditions as agreed upon in 10.1 and 10.2 of 
this article, Party B shall inform the Chinese Staff and Party 
A in written notice 30 days in advance if it intends to cancel 
its employment relationship with the Chinese Staff.
10.5 Party A may revoke or terminate Labor Contract with the 
Chinese Staff according to labor laws and regulations.
Article 11 Economic Compensation For Dismissal
11.1 In circumstance of Party B dismissing the Chinese Staff 
in accordance with 10.4 of this contract, it shall pay Party A 
a sum of economic compensation for dismissal of Chinese Staff 
equals to one-month Remuneration for each full year service of 
the Chinese Staff with Party B. In case of totally less than 
one year service, the said compensation equals to one-month 
Remuneration.
11.2 When Party B dismisses Chinese Staff because he/she have 
diseases or non work-related injuries and cannot engage in 
their former work or suitable work assigned by Party B upon 
expiration of the prescribed period of medical care, it shall 
pay Party A a medical care subsidy for the Chinese Staff that 
equals at least 6-month Remuneration of the Chinese Staff in 
addition to payment of economic compensation fund as 
stipulated in 11.1 of this article.
Article 12 Cancellation Of Employment Relationship Through Consultation
Through unanimous consultation between Party B and the Chinese 
Staff, employment relationship between Party B and Chinese 
Staff may be cancelled and Party B shall pay Party A economic 
compensation fund for dismissal of Chinese Staff according to 
the criterion set forth in 11.1 of this contract.
Article 13 Cancellation Of Employment Relationship By The Chinese Staff
13.1 In any of the following circumstances, the Chinese Staff 
may inform Party B of cancellation of the employment 
relationship.
13.1.1 within the probation period;
13.1.2 where Party B forces the Chinese Staff to work by 
resorting to violence, intimidation or illegal restriction of 
personal freedom; or
13.1.3 failure on the part of Party B to pay Remuneration or 
to provide working conditions according to regulations.
13.2 In addition to compliance with the preceding item of this 
article, the Chinese Staff shall inform Party B and Party A in 
written notice 30 days in advance if the Chinese Staff intends 
to cancel employment relationship with Party B.
13.3 Economic compensation in case of cancellation of 
employment relationship by the Chinese Staff
In case of Chinese Staff can ceiling employment relationship 
as agreed upon in 13.1.2 and 13.1.3 of this article, Party B 
shall pay Party A an economic compensation fund according to 
the stipulations in 11.1 of This Contract.
Article 14 Calculation Criterion For Economic Compensation Fund
In this chapter, economic compensation fund and medical care 
subsidy are calculated generally according to the average 
monthly Remuneration of the Chinese Staff for the twelve 
months before cancellation of employment relationship; in case 
of less than 12 months, it is based on the average monthly 
Remuneration of the actual number of months.
Chapter 4 Management Fee and Its Settlement
Article 15 Determination of Management Fee
15.1 Management Fee shall be defined in Attachment 1 of this 
contract through consultation between Two Parties and 
Management Fee settlement for the current month shall be based 
on the "Notification of Payment" issued by Party A before 20th 
of each month. Party B shall inform Party A in written notice 
of any variation prior to 15th of the current month, otherwise 
it shall bear responsibilities accordingly.
15.2 Management Fee can be settled in RMB or foreign 
currencies equal to RMB values. Exchange rate shall be those 
mid price as quoted by the People's Bank of China on the 15th 
of the current month.
15.3 The Two Parties shall according to relevant regulations of the government, adjust social insurance charges 
correspondingly each year and adjust housing funds correspondingly each year; they shall make other necessary adjustments at any time according to policies issued by the government. Such adjustments shall not affect terms of employment.
Article 16 Payment Of Management Fee Prior to the end of each month, Party B shall pay Party A the 
Management Fee for the current month in the amount as agreed upon in This Contract and its Attachments, in the following four specific ways:
16.1 Cash
16.2 Checks
16.3 Credit vouchers
16.4 Telegraphic transfer
Article 17 Payment Of Economic Compensation Fund And Medical Care Subsidy:
In case Party B should pay Party A economic compensation fund 
and/or medical care subsidy for dismissal of the Chinese Staff 
as agreed upon in Chapter 3 of This Contract, such payment 
shall be effected within 30 days after cancellation by Party B 
of its employment relationship with the Chinese Staff. After 
receiving such payment, Party A shall pay the economic 
compensation fund and medical care subsidy to the Chinese 
Staff according to government regulations and agreement in the 
Labor Contract.
Chapter 5 Responsibility for breach of This Contract
Article 18 General Responsibility 
Either party of This Contract in breach of the agreement in 
This Contract shall bear the economic losses caused thereby to 
the other party.
Article 19 Responsibility Due To Delayed Payment Of Management Fee
If Party B fails to pay Management Fee timely as agreed upon 
in Chapter 4 of This Contract, it shall, in addition to 
full-amount payment, make a daily payment of fine for delayed 
payment equal to 2% of the sum payable from the overdue date 
to the date of actual payment.
Article 20 Responsibility Due To Delayed Payment Of Economic Compensation Fund And Medical Care Subsidy
If Party B fails to pay full amount of economic compensation 
fund and /or medical care subsidy for dismissal of Chinese 
Staff timely as agreed upon in Chapter 3 and Chapter4 of This 
Contract, it shall in addition to full amount payment, pay 
Party A the extra economic compensation fund equal to 50% of 
the sum payable.
Article 21 Responsibility Due To Breach Of Secrecy Articles
In case of either party to This Contract violating the 
agreement in 8.1 of This Contract, the observant party may 
determine the responsibility of breach of contract of the 
defaulting party according to the details in such breach, but 
it shall not be less than the sum of all Management Fee Party 
B should pay Party A within one month according to This 
Contract and Attachments.
Article 22 Cancellation After Breach Of This Contract
If either party violates the agreement in This Contract and 
does not make corrections thereon within 30 days, the other 
party shall be entitled to inform in written notice the other 
party of cancellation of This Contract and This Contract shall 
be cancelled from the date of issuance of such written notice.
Chapter 6 Supplementary Provisions
Article 23 Compensation For Competition Restriction
If Party B has signed an agreement on commercial secrecy and 
agreed upon competition restrictions with the Chinese Staff, 
it shall pay economic compensation to the Chinese Staff; the 
specific amount and method may be decided between Party B and 
Chinese Staff themselves.
Article 24 No Creation Of The Right Of a Third Party
Any clause in This Contract is not used for or interpreted as 
provision and creation of the right of a third party to 
benefit itself. Such third party includes but not limited to 
the Chinese Staff.
Article 25 Other Matters As Stipulated By The Two Parties:
If Salaries are paid to the Chinese Staff through Party 
A, it shall deduct and pay individual income tax on Party A's 
behalf.
Article 26 Matters Not Addressed In Detail In This Contract
Supplementary agreements shall be reached in conformity with 
the laws and regulations of the People's Republic of China 
with respect to matters found to be not addressed in detail in 
This Contract in the course of its implementation.
Article 27 Settlement Of Disputes
Any dispute arising in the course of implementation of This Contract by the Two Parties shall be settled through their 
friendly consultation; if such consultation fails, it can be submitted to China International Economic and Trade 
Arbitration Commission Shanghai Branch for arbitration.
Article 28 Effectiveness Of This Contract
This Contract shall become effective on the date .
Article 29 Modification Of This Contract
During This Contract term, with exception of the agreement in 8.3 and 15.3 of This Contract, either party shall inform the other party in written notice 30 days in advance if it intends to modify This contract; the Two Parties shall reach an agreement with respect to modification of articles in 30 days after the other party receives such notification; if the Two Parties fail to reach an agreement within the above mentioned period, the original clauses of This Contract shall remain valid for implementation by the Two Parties.
Article 30 Termination of This Contract
If either party intends to terminate This Contract, it shall inform the other party thereof in written 30 days in advance, 
otherwise, it shall pay a fine for breach of contract which equals to the sum of all Management Fee that Party B should pay Party A in current month according to the agreement in This Contract and its Attachments.
Article 31 Cancellation And Termination Of Attachments
Once This Contract is cancelled or terminated, Attachments are immediately cancelled and terminated.
Article 32 Others
This Contract is prepared in duplicate, with each party holding one of them having the same effect. This Contract is 
written in Chinese and English and in case of discrepancy between the two versions, the Chinese version shall prevail.