Emerint General Counsel Retainer Outline

Request for General Legal Counsel

Emerint Group (“the Client”)

July 2010-07-29

Purpose

Retain general legal counsel for the Client to support originating, intermediating, and financial advising on external domestic and foreign debt or equity financing for the Client’s customers in China.

Services Requested

General. General consultation and advice on commercial activities related to financial services such as financial advice, financing, and investment intermediation;

Regulation, Compliance, and Filings. Advice and guidance to maintain good-standing and full compliance with all applicable laws related to conducting business as a financial advisor and investment intermediary; preparation and guidance of required legal filings and disclosures to the official authorities;

Qualification to Do Business. Qualification of Client in all provinces or jurisdictions in which Client intends to do business;

Advice and Opinions. Legal advice and opinions on all matters relating to Client's affairs and those of Client's divisions together with attendance at all meetings and conferences relating to those matters if requested;

Form Contracts. Preparation and revision as needed of Client's printed form contracts with partners, collaborators, customers, or other third parties;

Preparation of Contracts. Drafting and preparation of contracts, and other legal documents with Client’s customers, and other third parties, drafting and preparation

of investment documents, including, but not limited to, engagement letters, investment bank term sheets, due diligence reports, investment memorandam, subscription agreements;

Fees

Split-fee, success-rate. The Client offers the services to its customers on the success-rate basis related to the proposed investment transactions. Based on this fact and, to the extent that the requested legal services tie to the individual investment transactions, the Client proposes a commissioned-based split-fee compensation for the legal counsel agreed on an ad-hoc success-rate basis.

一般性法律咨询服务要求