R E C I T A L S:

1.    Owner is an equity joint venture formed pursuant to an Equity Joint Venture Contract dated as of September 18, 2006 (such agreement, as amended and restated, amended and supplemented from time to time, the “Ownership Agreement”).  Marketing Consultant has reviewed and is familiar with the terms and requirements of the Ownership Agreement to the extent necessary for Marketing Consultant to perform its duties under this Agreement.

2.    Owner is the owner of the land use rights with respect to a certain project site, in the People's Republic of China (“China”), more particularly described in Exhibit A hereto (the “Current Site”), and intends to develop on the Current Site lots for sale or to construct office, retail, industrial, residential or other improvements thereon (the “Current Project”).

3.    Owner’s overall plan for development of the Project (including a general description of planned improvements, a budget and a schedule) is referred to herein as a “Development Plan”.

4.    Marketing Consultant is experienced in the sales and marketing management of properties similar to the Project.

5.    Owner has decided to retain the services of Marketing Consultant to organize, manage, coordinate and administer the sales and marketing activities of the Project.

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A G R E E M E N T:
 

NOW, THEREFORE, for valuable consideration, Marketing Consultant and Owner hereby agree as follows:

1.    DURATION AND SCOPE

1.1   Term.  The term of this Agreement (the “Term”) shall commence as of the date of this Agreement and shall continue until terminated pursuant to Articles 1.2, 1.3 and 7.

1.2   Application.  Unless stated otherwise, this Agreement shall apply to the Project from the date hereof until the Project Completion Date (defined below) of the Project.  The term “Project Completion Date” shall mean  the date on which all the lots, site or other units of the Project have been sold and delivered to the buyers, .

1.3   Sale of Project.  If there is a material change in the composition of Owner, or if Owner sells the Project to an unaffiliated third party or abandons or indefinitely suspends development of the Project before the Project Completion Date, either Owner or Marketing Consultant may terminate this Agreement by written notice to the other party. Upon the date of such termination specified in such notice pursuant to this Section 1.3, Owner shall pay to Marketing Consultant:  (i) all portions of the Development Fee (defined below) for the Project earned by or payable to Marketing Consultant as of such date plus (ii) all Reimbursable Expenses (defined below) attributable to the Project owed by Owner to Marketing Consultant.