February 1, 2010 Mr. Jianhua Wu China Wind Systems, Inc. No. 9 Yanyu Middle Road Qianzhou Village, Huishan District, Wuxi City Jiangsu Province, People’s Republic of China Dear Mr. Wu,

February 1, 2010

Mr. Xxxxxxx Xx

China Wind Systems, Inc.

Xx. 0 Xxxxx Xxxxxx Xxxx

Qianzhou Village, Huishan District, Wuxi City

Jiangsu Province, People’s Republic of China

Dear Xx. Xx,

Thank you for the opportunity to be of service to you.  This letter and the accompanying attachments outline the terms of our engagement by China Wind Systems, Inc. (the “Company”), as we understand them.  The term of the employment hereunder shall commence on February 1, 2010. Please indicate your agreement by signing in the space provided at the end of this letter and returning the original to us.

SCOPE OF ENGAGEMENT

We are being engaged to:

· Provide outsourced/financial reporting/controller services for the Company and its wholly-owned subsidiaries, Wuxi Huayang Dyeing Machinery Co., Ltd. and Wuxi Huayang Electrical Equipment Co., Ltd.

· Assist the Company and its management in dealing with auditing process and with the auditing firm including visiting the Company’s location during the audit process and helping the Company prepare and finalize the audit in a timely and efficient manner.

· Assemble your annual and quarterly financial statements, which include a balance sheet, statement of operations, statement of stockholders’ equity, and a statement of cash flows and footnotes for specific periods in order to conform to generally accepting accounting principles accepting in the United States of America.   Additional, we will assist management in the preparation of financial statements and work papers related to annual financial audits and quarterly SEC filings.  SEC filings shall include quarterly 10-Q reports, financial portions of 10-K report and, management’s discussion and analysis.

· Assist management in any communications with the United States Securities and Exchange Commission.

0000 Xxxxx Xxxxx Xxx, Xxxxxx, XX 00000 * Phone: (000) 000-0000 * Fax (000) 000-0000

Page 2

· Summarize such adjusting entries as management deems necessary to reflect non-monetary transactions (e.g., depreciation, capitalization of costs, loan amortization, intercompany transactions, etc.).

Additionally, we will provide the following services:

· Assist you in communications with the Company’s Board of Directors including set up of board meetings, participation at board meetings, and any other board issues

· Assist the Company in any due diligence requirements from any potential funding source including preparation of budgets, projections, and financial analysis.

· We will continually train Company staff and will provide greater oversight and we will advice management about all financial issues related to being a public entity.

· We will assist the Company in preparing other public filings required by the Company including 8-K filings and registration statements on Form S-1.

We do not undertake to, and will not, provide any opinion or form of assurance on the financial statements we assemble in connection with these services and, accordingly, we do not undertake to make inquiries or perform other procedures to verify, corroborate, or review information supplied by you.  Our engagement to assemble financial statements cannot be relied upon to disclose errors, irregularities, or illegal acts, including fraud or defalcation that may exist.

In performing the services contemplated by this agreement, we will provide the services of Xxxx Xxxxxxxxx, who will serve as vice president of financial reporting.   We understand that this position is not the position of an executive officer of the Company and that Xx. Xxxxxxxxx will not have any authority to bind the Company.

FINANCIAL TERMS

Our fees for the above services will be billed monthly and will consist of annual cash compensation of $42,000 plus 8,000 common shares per annum (2,000 common shares per quarter payable on March 31, 2010, June 30, 2010, September 2010 and December 31, 2010).   Unforeseen complexities in the data or applicable regulations could result in a fee adjustment, but we will discuss any changes with you in advance.  Invoices will be sent monthly and are payable upon presentation.  Lack of payment may result in our termination of services until your account is fully paid. Out of pocket fees will be reimbursed separately and will consist of travel expenses.

The above fee will commence on February 1, 2010. The Company shall pay cash portion of the monthly fee at the beginning of each month.

Our Standard Engagement Terms are attached and incorporated herein by reference.  Please review these terms carefully.

Page 3

We appreciate your trust and confidence in our professional services.  If we can answer any questions regarding this engagement or our fees, or explain any of our other services, please do not hesitate to contact us. If the foregoing is consistent with your intentions and understanding, please sign this letter in the space provided and return it to us.

Regards,

Xxxx Xxxxxxxxx

Chief Executive Officer

I understand and agree with the provisions outlined above.

/s/ Xxxxxxx Xx
		2/1/10
Signature		Date

Print Name: Xxxxxxx Xx

STANDARD ENGAGEMENT TERMS

The following terms govern the engagement between the addressee of the accompanying engagement letter (You) and CFO Oncall Asia, Inc. (CFO).

CONFIDENTIALITY

CFO treats all Client relationships as confidential and will not disclose your financial or tax information to anyone outside of CFO without your written permission except as required by law or regulation.  Your permission may be granted by identifying the parties (e.g. financial advisor, attorney, banker, etc.) to whom disclosure is permitted below, or by other written correspondence. CFO further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement.

CLIENT PROVIDED INFORMATION

You represent that all information provided to CFO is accurate and complete to the best of your knowledge.  Further, if these services involve tax return preparation, you represent that unless CFO is otherwise advised in writing or acts as your business manager, you possess the required supporting documentation for such tax deductions as travel, entertainment, business gifts, charitable contributions, automobile usage, etc.  CFO is not responsible for any additional tax, penalties or interest that might result from the lack of documentation for such deductions upon audit.

PROFESSIONAL JUDGMENT

CFO will use its professional judgment in applying tax, accounting, or other rules applicable to this engagement.  Wherever there are conflicting, reasonable interpretations of the rules, we will advise you of the possible positions you might take and follow the position you request as long as it is consistent with applicable professional, statutory or regulatory standards. Should the positions taken result in additional taxes, penalties, fines, interest or any other damages, we assume no responsibility for such costs.

CHANGES OR MODIFICATIONS IN SCOPE OF ENGAGEMENT

Should the scope of the engagement change, CFO will prepare a Change Order letter outlining the necessary changes and the modification of fees.  CFO will not proceed with the modified scope without your prior approval.  Fee increases resulting from Change Orders will be billed immediately and are due upon receipt.

TERMINATION OF ENGAGEMENT

Unless otherwise stated in the accompanying engagement letter, this engagement may be terminated upon thirty (30) days written notice by either party; provided, however, that these Standard Engagement Terms shall survive the termination of this engagement.

WORKPAPER OWNERSHIP

All documents and work papers, including, but not limited to, data in electronic form, which emanate from the services performed by CFO remain the sole property of CFO.  CFO retains its work papers at its discretion and does not retain superseded materials.

ORIGINAL CLIENT RECORDS

Unless otherwise noted in the accompanying engagement letter, you are responsible to retain original documents as may be necessary to justify reported revenues, expenses, etc.  CFO may choose to retain selected copies of documents in its work papers.

LIMITATIONS ON SCOPE OF ENGAGEMENT AND VERIFICATION OF INFORMATION

Unless otherwise stated in the accompanying engagement letter, CFO will not audit or otherwise verify the information provided by you or third parties. This engagement cannot be relied upon to disclose errors and irregularities, including fraud or misappropriation of assets that may exist.  However, CFO will inform you of irregularities that come to its attention, unless they are inconsequential.

INDEMNIFICATION FOR MANAGEMENT MISREPRESENTATION

If we incur legal fees as a result of our reliance on any false representation by you, you agree to reimburse us for all of our legal fees and related costs of defense.