NO.:

Personnel Agency Service Contract

Date:

Made and Printed by China International Intellectech (Shanghai) Corporation

Party A: China International Intellectech (Shanghai) Corporation Suzhou Branch

Party B:

Party A and Party B have reached an agreement with regard to Party B’s consignment of Party A in providing personnel agency service, and have signed this Contract for mutual observation.

Article 1—This Contract shall apply to all issues relevant to Party B’s consignment of Party A for the provision of a personnel agency service.

Article 2—This Contract and all issues relevant hereto shall be governed by the laws and regulations of the PRC. In case of any dispute between terms hereof and the laws and regulations of the PRC, the laws and regulations of the PRC shall prevail.

Article 3—Party A shall, in accordance with this Contract and appendix, have the right to charge Party B for a consignment management fee on a monthly basis.

Article 4—Party B shall have the right to request Party A to provide the personnel management service as agreed upon between both parties.

Article 5—Party A shall perform the following obligations:

5.1 Party A shall, in accordance with this Contract and the Appendix, provide Party B with all

agreed upon personnel management services.

5.2 Party A shall, in accordance with the personnel change information provided by Party B,

provide all applicable services within the period as stipulated by the Government.

Article 6—Party B shall perform the following obligations:

6.1 Party B shall, in accordance with this Contract and Appendix, pay a consignment management

fee of an agreed amount to Party A on a monthly basis.

6.2 Party B shall, prior to the 15th day of each month, notify Party A in written of any change of

staff members (see Appendix for details). Party B shall be responsible for any excess expenses paid for social insurance and public accumulation fund for housing due to Party B’s delay in making such notice.

Article 7—In case either party moves to a new office, such party shall notify the other party 15 days beforehand to facilitate communication.

Article 8—This Contract and all documents relevant hereto, including but not limited to drafts, appendixes, communications, letters, and faxes, shall be commercial secrets belonging to the relevant party, and neither party shall disclose it to any third party in any form, otherwise, they shall bear the corresponding defaulting liabilities.

The non-defaulting party shall have the right to notify the defaulting party of its defaulting activities, and present suggestions and requirements for correction, and the defaulting party shall be obliged to compensate for the other party’s losses due to its breach of the Contract.

Article 9—If Party B suspends, terminates, or cancels a labor contract with its employees, Party B shall, 30 days prior to suspension, termination, or cancellation of the labor contract, notify Party A, and the charges that Party B shall pay in accordance herewith shall be paid by the date of suspension, termination, or cancellation of the labor contract as specified in the written notice that Party A has received.

Article 10—Party A may, on the basis of the consignment of Party B, provide the following personnel services (to be chosen on a need-be basis) to Party B and employees of Party B who have transferred their records to the scope as designated by Party A: A shall, in accordance with relevant regulations, handle in cities as designated by Party B pension insurance, basic medical insurance, employment insurance, birth insurance, occupational injury insurance, and public accumulations fund for housing for employees of Party B. 1

employees of Party B. employees of Party B. A shall provide employees of Party B with applicable identify certification

documents (including marital status, notarization, and relevant Chinese employee’s

administrative relationship certificates). title assessment for the employees of Party B. A shall, in accordance with business requirements of Party B, handle

applications for visas and passports to Hong Kong and Macao for employees of

Party B. services and assist in handling labor and personnel disputes.

Article 11—Determination of management fee:

11.1 The management fee shall be consulted and agreed upon between both parties in the

Appendix attached hereto on the basis of the personnel management services chosen

by Party B. The monthly management fee shall be in accordance with the Notice for

Payment issued by Party A.

11.2 The management fee includes all applicable social insurance premiums, amounts for

medical care and accident insurance, and a service fee needed for Party B’s

employment of workers. Party B shall, on a monthly basis, pay a personnel agency

service fee of RMB______ Yuan/month per employee. Party B shall remit the

amount in the above to Party A’s bank account prior to the 15th day of each month.

Account:Zhongzhi Shanghai Economic&Technological Cooperation Company Suzhou Branch

RMB account: a/c:

USD account: a/c:

In case of delay, Party B must pay a late payment fine of 1% of the amount not duly paid perday. Party B must pay 1% demurrage of the amount per-day for un-duly payment.

Article 12—In case any party hereto breaches this Contract, the defaulting party shall bear all economic loss incurred to the other party.

Article 13—If Party B fails to pay the relevant amount to Party A in accordance with Article 11 hereof, Party B shall, in addition to the payment of demurrage, bear the following liabilities:

13.1 If Party B delays payment of the social insurance premium, it shall also bear all fines

levied by labor authorities (including late payment fines and interest).demurrage

13.2 If Party B delays payment any welfare insurance premium, it shall bear the liability

for the insurance company’s refusal to provide insurance therefor.

Article 14—Party B shall abide by laws and regulations of China. Party B and employees of Party

B shall cooperate with Party A. Party A shall bear no liability for its failure to provide a service as stipulated herein due to reasons not on the part of Party A.

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Article 15—For matters not included herein, both parties shall consult with each other for settlement, or such matters shall be otherwise agreed upon in the form of Appendix attached hereto, and such Appendix shall become an integral part hereof with equal legal effect.

Article 16—If in performance hereof due to relevant laws, regulations, and bylaws released by the Chinese government, terms hereof must be modified, such modification shall be performed in accordance with relevant new laws, regulations, and bylaws, and neither Party A nor Party B shall for any reason object to making such modification.

Article 17—This Contract shall become effective on ___________. Unless otherwise agreed upon between both parties, if any party intends to cancel (dissolute) or terminate this Contract, the canceling (dissoluting) or terminating party shall notify the other party in (written form) 30 days prior(in advance), otherwise the defaulting party shall pay a defaulting penalty equal to double the management fee that Party B is liable to pay to Party A for the month.

Article 18—For any dispute arising herefrom or relevant hereto, both parties shall attempt to settle it in a friendly manner. If both parties fail to reach agreement through consultation, then the dispute shall be submitted to the Suzhou Arbitration Committee for arbitration in accordance with then effective arbitration rules of the Arbitration Committee. The arbitration award shall be final and binding on both parties. Terms hereof other than those under arbitration shall be implemented during arbitration.

This Contract is signed by representatives of Party A and Party B in Suzhou on _____________. This Contract is served in 2 copies, with each party holding 1, each with the same legal effect. Each contract has Chinese and English versions. In case of any dispute between these 2 versions, the Chinese version shall prevail.

Signature of Party A’s representative (seal):

Party A:

China International Intellectech (Shanghai) Corporation Suzhou Branch Add: Tel: 0086- Fax: 0086-

Website: Postal Code:

Signature of Party B’s representative (seal):

Party B: Add: Tel: Fax: Website: Postal Code:

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