Agreement
Exhibit 99.3
![](https://www.sec.gov/Archives/edgar/data/1439254/000121390011004030/fs8080311ex99i_ctop0.jpg)
Agreement
Party A: China Xxxxxx.xxx, Inc Party B: Xxxxxxx Xxxxx
Under the "Contract Law of the People's Republic of China" and other relevant laws and regulations based on voluntary, equality, honesty and credit, both Parties reach to a consensus on matters regarding to the advisory services and hereby signed the contract.
1. Main Services:
a. Party B shall assist Party A to form the training department and training system, develop training programs, prepare training materials as well as on-site training and off-site guidance.
2. Ways to conduct the service: Party B shall provide the consultancy services to Party A via on-site consultation conversation, research, meetings, planning, discussion, explanation, preparation of relevant information, documents, and provide guidance to related workers.
3. The requirements:
Party B shall provide complete training system for Party A; Party B shall prepare all the training materials; Party B is responsible for training and development 2 staff of Party to meet the requirements of Party A; The on-site training shall be no less than 50 hours per month and the average score of the students shall be higher than 80 / per class.
4. The service period: May 31, 2011 to June 1, 2014.
The service address: Decided by Party A.
5. Way of Payment: Party A shall issue 500,000 shares to Party B as payment.
6. The rights and obligations of Party A:
a. Right: the right to request Party B to submit the results of the training material in accordance with the contract; the right to supervise and inspect on Party B’s services at any time; the right to request Party B to adjust its services during the period; the right to request Party B to provide necessary project information and guidance.
b. Obligations: Within three days after the commencement of the contract, Party A should provided all the information on the operation and management of systems, including literature, files, instructions, related design material, code, configuration instructions of the information, data and materials or samples; Party A should provide Party office equipment (computers, furniture and related network support). Party A shall pay the cost of providing such working conditions.
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![](https://www.sec.gov/Archives/edgar/data/1439254/000121390011004030/fs8080311ex99i_ctop0.jpg)
7. Rights and obligations of Party B:
a. Right: Get Party A's technical information, data, materials and samples; Get paid after delivering the report which meet the requirements of this contract.
b. Obligations: Party B shall complete the technical advisory services contract in person; If Party B delegate the service to third parties without the written consent from Party A, party A has the right to refuse to pay compensation and unilaterally terminate the contract. Party B shall safely keep the information and samples handed by Party A; Party B shall suspend the performance of the contract and notify Party A once any danger of damage is found on the material, samples or equipment; Party B shall return all the material above within one month
after completion of the project, no retained copies are allowed; Party B shall comply with the Party A’s rules when entering the workplace, if any damage incurred as a result of violation of Party A ‘s rule, Party B shall take the responsibility.
8. The acceptance of a research project:
a. Party B should conduct the research work in accordance with the requirement of the agreement and submit the quarterly investigation report and related documents to Party A in the first week of the first month of each quarter, in accordance with the agreed protocols and annexes.
b. Party A should check the research report received within 7 working days from the date of the contract in accordance with the standards for acceptance, if both sides confirmed that it is unqualified, Party B shall added or modified the research reports and shall submit the revised version within 7 working days, or Party B shall bear the liability.
9. Miscellaneous
a. If the party is rendered unable by force majeure to perform or comply fully or in part with any obligations or condition of this contract, it should be solved by the negotiation between both parties. If not, it should be submitted to the court where Party A located.
b. There are four original copies of this contract. Party A shall keep two, Party B keep two.
Client (Party A):
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Trustee (Party B):
May 05, 2011
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(This is the translation of the original version in Chinese)
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![](https://www.sec.gov/Archives/edgar/data/1439254/000121390011004030/fs8080311ex99iii_ctop1.jpg)
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