Engineering Consulting Service Contract

China * * * * company and * * country * * * * company

Agreement on engineering consulting service

Serial number:

Date: Month Day

The Chinese company (hereinafter referred to as "party a") is a party, * * * * * company (hereinafter referred to as "Party B"), and the two sides provide technical consultancy services for the project, and authorize representatives of both sides to enter into this Agreement on the following terms:

Party A requests Party B to provide technical advisory services for the project, and Party B is willing to provide such services.

Two. The scope of technical advisory services provided by Party B to Party A is as follows:

1. dam foundation rock mass stability, deformation and foundation treatment measures.

2. flood control and erosion prevention and downstream slope protection.

3. reservoir bank landslide surge problem and bank slope deformation observation technology.

Three, Party B's responsibilities are as follows:

1. Party B should send 3 experts who are healthy and competent to come to China for 25 days of technical consultation service in the month of 2002. The list of technical advisory experts should be agreed with party a first.

2. Party B experts should visit the site and correctly and comprehensively answer the questions raised by Party A's personnel. Before leaving China, the party will submit a preliminary draft of the advisory report to the party, and submit a formal advisory report in five copies within one month after leaving China. The report should include a list of contents and an English book.

3. the time of technical consultation of Party B's experts in China is twenty-five calendar days (including four travel days and three weekend days), working six days a week and working eight hours a day.

4. experts shall abide by Chinese laws and relevant provisions of the working areas during their work in China.

5. Party B shall notify Party A by telex after the formal technical advisory report is sent to Party A: the date and date of the report.

6. if a technical advisory report is lost in the mail, Party B will send it free of charge immediately after receiving the notification from Party A.

Four. Party A's scope of responsibility:

1. in consideration of the consultancy services provided by Party B under the second, third provision of this agreement, Party A shall pay Party B a total cost, amounting to US dollars (capitalized USD).

2. provide 3 experts to Party B for pportation and pportation in China.

3. provide necessary technical data, drawings and technical documents.

4. to provide plators needed for work in China.

5. assistance

Five.

1. the cost of this agreement is paid in US dollars.

2. the total amount of this agreement is 25%, and it is calculated to be paid by Party A of Beijing. After Party B sends experts to Beijing, Party A will pay Party B by the Bank of China and the Commercial Bank of China within 3 days after receiving the following documents.

One copy of the letter of guarantee issued by the Beijing Office of A. x Development Co., Ltd., which is the irrevocable sum of the total amount of the agreement, 25% (US dollars), is issued in the form of a letter of guarantee (see Annex No. second of the contract).

B. commercial invoice, one original and five photocopies.

3. the total amount of this agreement is 75%. After the completion of the technical consultation service and the submission of the formal technical advisory report, Party A shall pay to Party B by the Bank of China and the State Commercial Bank of Beijing no later than the day after receipt of the following documents.

A. commercial invoice in six originals.

B. the draft at sight is two copies.

C. mail the official technical advisory report by airmail or airmail two copies.

Six. Any bank charges incurred outside China shall be borne by Party B.

All banking expenses incurred in China shall be borne by Party A.

Seven, the two parties shall confidentiality of all the information provided by each other, and shall not disclose to the third party without the written consent of the other party.

Eight, taxes and fees

1. the Chinese government shall levy taxes on Party A in accordance with the existing tax law and pay all taxes and fees for the execution of this agreement.

2. the Chinese government shall levy on Party B all the taxes and charges relating to the execution of this agreement in accordance with the current law of the People's Republic of China on personal income tax, which shall be paid by Party B.

3. all taxes and duties incurred in the execution of this agreement outside China shall be paid by Party B.

Nine, all disputes between Party A and Party B in the execution of the agreement shall be settled through friendly negotiation between the two parties.

Ten. All documents and materials for the implementation of this Agreement shall be written in English and in metric system.

Eleven. The agreement must be approved by the Chinese government before signing by both parties.

This agreement is made in two languages in English and each party has one copy, which is equally authentic.

Twelve. Legal addresses of both parties

Chinese companies

Address:

Telex:

X Company

Address:

Telex:

Party A's representative signature: Party B's representative signature:

Chinese companies * state companies

Enclosure

* * development limited Beijing Office

Irrevocable letter of guarantee (form)

Beneficiary: Chinese company

Month of 1984

With regard to the agreement No. 2 (hereinafter referred to as the agreement) signed by your company and the company (hereinafter referred to as Party B) on the date of the month (hereinafter referred to as the "agreement"), our office is willing to undertake the following responsibilities for fulfilling the obligations stipulated in the above agreements:

We guarantee that the scope of liability is 25% of the total amount of the aforesaid agreement, that is, US dollars. If you notify Party B of failing to refund the money in accordance with the above agreement, our office will refund the amount of the amount paid to Party B in accordance with the second part of the fifth part of the above agreement within 3 days after receipt of the above notice. This letter of guarantee shall come into force as soon as possible and shall be valid until the day when Party B fully fulfills its obligations under this agreement.