Global Credit Pass Contract

Global Credit Pass Contract Contract Number: Client Full Company Name: ABC Co.,LTD Address 1: ABC street, DEF district, GHI city, JKL Address 2: ABC street, DEF district, GHI city, JKL Town / City: GHI city Post / Zip Code: 123456 Country: JKL Telephone: 0012-34-567890 Fax: 0012-34-567891 Service Provider Full Company Name: Dalian JCtrans Logistics Network Co. Ltd Address 1: 71, 7-23, Changjiang Road Address 2: Zhongshan District Town / City: Dalian Post / Zip Code: 116001 Country: China Telephone: 0086-411-82699253 Fax: 0086-411-82699266 Terms of Agreement This contract for GCP (Global Credit Pass) Services (hereinafter referred to as Contract ) is entered into on this *** day of ***, 2008 by and between the above listed Client (hereinafter referred to as Party A ) and the above listed Service Provider (hereinafter referred to as Party B ). 1

I THE CONTENT OF SERVICES Global Credit Pass is the total name of all the following services based on www.jctrans.net provided by party B: 1. Credit Service: 1.1 Party A will receive a third party credit report conducted by an independent internationally authoritative organization, which is appointed by party B (The documents will be provided in both English and Chinese); 1.2 Party A can view the credit reports on Party B s Internet platform of other Global Credit Pass members who have agreed to publish this material; 1.3 Party A may use the member transaction evaluation system to record both sides cooperation evaluations. 2. Business Matching Service: 2.1 Party B will provide Party A with service specialists and consultants nationwide. The specialists and consultants offer professional global cooperation services and recommendation services for Party A; 2.2 Party B offers the powerful online exchange platform on which party A can post and view instant freight, cargo and schedule information; 2.3 Consultant committee service the consultants will answer Party A s questions and help Party A to solve any problems encountered during international cooperation. 3. Business Risk Control Service: 3.1 Party B will cooperate with famous receivable management organizations and assist Party A to solve accounting problems; 3.2 Party A can enjoy preferential insurance rates provided by the insurance companies appointed by party B. 4. Global Marketing Service: 4.1 Party B will provide Party A with its own domain name on its commercial website at www.jctrans.net; 4.2 Party A, as a Global Credit Pass member will receive searching and displacement priority above normal members on Party B s website; 4.3 Party B offers Party A global marketing services. The main ways through which this is achieved are: by taking part in, and distributing Party A s company information, at globally important logistics summits and exhibitions, cooperation with worldwide logistics associations, organizations and media, and through publishing advertisements; 4.4 Party B will hold conferences between Global Credit Pass members to enhance their cooperation and help build relationships. 5. Effective Web Service: 5.1 Party B offers an online message leaving and costumer alerting service; 5.2 Party B offers an online tool for free; 5.3 Party B offers an online cargo searching system and customer services for free; 5.4 Party B offers an online instant messaging communication tool, which allows Party A to send and save information online. 2

II THE PRICE OF THE CONTRACT AND THE TIME LIMIT OF THE SERVICES: One year from the date of receiving Global Credit Pass membership: Period of validity: from ****** (DD/ MM /YY) to ****** (DD/ MM /YY) Service Fee of Global Credit Pass : USD 2,000 / year. (hand-signed after we receive your remittance by negotiation) III METHOD OF PAYMENT: APPENDIX A hereto attached describes all details of the methods of payment. IV THE RIGHTS AND OBLIGATIONS OF PARTY A 1. Party A enjoys the right to all the services outlined in article 1; 2. Party A has to pay the amount of money in time according to this Contract; 3. In the period of validity of the contract, if party B changes the price, it will not affect party A. If they want to continue to sign after the validity of the contract, the service price should be the latest price of that day; 4. Party A hereby declares to ensure and guarantee that: The information provided is true, accuracy, on time and complete, including the information of their company and any credit reference material; They will maintain and update the information immediately to make sure that it is true, accurate, up to date and complete; Once they give the information and resources to Party B, they give up the copyrights and rights to that information and resources; If the information provided is not true, accurate, up to date or complete, or there is a reason to doubt that the information provided is not true, accurate, up to date or complete, party B has the right to suspend or terminate the membership of Party A and refuse them access to the functions and services both now and in the future; 5. Party A hereby declares that the products and information supplied will not include the following items: Fraudulent or false information or goods forbidden by laws or policies; Information or products that disobey laws, policies, regulations or decisions (including but not limited to country export limit, protection of the customers rights, and discriminating or false advertisements); Insults, slander, information to terrify or annoy others, obscenities or information discriminating against ethnic groups, sex, area, nation or deformity; Any computer viruses aimed at destroying, disturbing, intercepting or seizing any system, date, or personal resources, or any other computer program; If Party A disobeys the rules stated above, Party B has the right to stop the services without returning the service fee. And party B reserves the right to sue Party A at any time for breach of trust; 6. Party A agrees that any information supplied or services used must be in line with the instructions and related rules, as stipulated in this Contract, issued by Party B; 3

7. Party A agrees to use the services provided by Party B for the purposes of real commercial communication or to make contact with any third party or other members, and will not use this information in any other way, including but not limited to engaging as an information agents or any other intermediary activities, otherwise Party B has the right to terminate the services without returning the service fee. And party B reserves the right to sue Party A at any time for breach of trust; 8. Party A has the right to use the database, scheduling and other technical services provided by Party B. Other use or attempted use of the drift-net directory, database or other information on www.jctrans.net for commercial purposes or reproduction, copying, mass marketing (including, but not limited to spam mail, etc.) or other unauthorized purposes, is strictly prohibited; 9. Party A bears full responsibility for the content of its communications, resources provided by itself, information or comments, and members agree to allow Party B to make editorial adjustments to this content. Party B will not confirm or guarantee the information, materials or comments provided by Party A. If members provide unlawful content, content in violation of this Contract or other content that may result in Party B being given extra responsibilities, Party B has the right to delete this content; 10. Party A agrees to allow a third party appointed by Party B to investigate information on itself, and endorses the member credit reports issued by party B. Party A can choose whether or not to publish its own enterprise credit report. (An enterprise s basic information cannot be hidden; the specific contents are listed in the enterprise authentication information table in appendix B); 11. If the professional credit authentication body is in any doubt as to Party A s company s credit situation, Party A has the obligation to provide informative witnessed information for the accreditation body to check. The information provided should be in the standardized form stipulated by the professional credit authentication body; 12. If the basic information provided by Party A is different from that included in the report issued by the accreditation body, Party A shall verify it again. If the information provided still does not pass certification, Party A will receive notification form Party B along with a full refund of GCP membership, excluding the fee of the credit authentication service, which costs USD300.00; 13. If any of Party A s information changes during the length of validity of this Contract, as laid out in article 2, Party A must undergo an additional Credit authentication. If any such changes occur, Party A has the obligation to provide informative witnessed information to Party B, who will pass this information on to the accreditation body, within one month of the occurrence of these changes. The information provided should be in the standardized form stipulated by the credit authentication body. Party A should pay the total cost for this subsequent investigation at the price of USD 300.00. If Party A does not inform Party B of any changes to its company information within the time limit, or does not pay the sum of money due, Party A has the right to suspend or terminate the services provided to Party A; 4

V THE RIGHTS AND OBLIGATIONS OF PRATY B 1. Upon receipt of the full amount of money according to this Contract, Party B will begin the Global Credit Pass service purchased by party A; 2. Party B has the right to refuse to provide the Global Credit Pass service for enterprises with bad credit (according to the credit report issued by the credit authentication body). Party B will refund the total cost of GCP membership to Party A, excluding the cost of the Credit authentication, which costs USD 300.00; 3. Party B reserves the right to optimize and upgrade the services provided on the website, but this should not have any negative impact on the form or content of the service purchased by Party A; 4. Party B does not have the obligation, nor should take any responsibility for the authenticity and accuracy of information posted or provided by members or third parties, whether it is misleading, fraudulent, defamatory or if it infringes on any regulations, agreements or laws. If Party A incurs any losses, they should ask the amends from the Member who posted the information; 5. Party B must guarantee that the network system operates normally. If the service is suspended as a result of force majeure, Party B will not assume responsibility, but should use every endeavor to return the service to normal as soon as possible within a reasonable period of time; 6. Temporary interruption of normal service by Party B due to routine maintenance or upgrading of the service, does not constitute a breach of contract; 7. If the network service provided by Party B is in a state of continuous interruption for a period of over 48 hours, and it is for reasons other than those stated in articles 5 and 6 above, then Party A has the right to ask Party B to compensate for damages. But the amount of compensation payable will not exceed the proportional cost of GCP membership as according to the length of time of the interruption period. But Party B is not responsible for any other related damages incurred by Party A in any other aspects. VI PAYMENT AND IMPLEMENTATION Party A shall make a full, one-time payment, of the total price for the service, to party B within three working days of signing the contract. Party B will begin the Global Credit Pass service within three working days after receiving the full amount of money. VII FORCE MAJEURE Party A's failure to perform any term or condition of this Contract as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, shall not be deemed a breach of this Contract. If such an event occurs, Party B will notify Party A within five working days in writing, but both parties don t need to assume responsibility. 5

VIII THE EXPIRATION OF THE CONTRACT 1. When the period of all the services purchased by party A has ended, as stipulated in article 1 of this Contract, the Contract is terminated; 2. When one side breaks the agreement stated in either article 4 or 5 of this Contract, the other side has the right to terminate the contract as laid out in articles 4 and 5. IX JURISDICTION AND ARBITRATION 1. This agreement and any disputes arising out of or in connection with this agreement shall be governed by and constructed in accordance with P.R.C (People s Republic of China) law. 2. Place of legal jurisdiction: Dalian, Liaoning, China; Both parties agree that any or all disputes arising from or in connection with this agreement or a transaction conducted under this agreement shall in principle be settled amicably through consultation with the other party; 3. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, which cannot be resolved pursuant to any clause, shall be settled by arbitration to be conducted in China International Economics &Trade Arbitration Commission. X ENTIRE CONTRACT 1. APPENDIX A is also part of the entire Contract between the parties. APPENDIX A :REMITTANCE INFORMATION 2. The agreement shall be executed in 2 (two) sets of original copies; one set for each party. 3. Scan or fax agreement is effective after confirmation by both parties. SIGNED BY: TITLE: DATE: (hand-signed after printed) (hand-signed after printed) (hand-signed after printed) For and on behalf of: SIGNED BY: Richard Zhang TITLE: General Manager DATE: For and on behalf of: Dalian JCtrans Logistics Network Co. Ltd. 6

APPENDIX A REMITTANCE INFORMATION 1. Charges for the account payable to the other party will be settled by remittance (T/T) 2. Party A agrees to send a bank slip (or a T/T copy) and payment details upon making of the remittance to party B by fax/scanned email. Intermediary Bank: The Bank Of New York, New York SWIFT BIC: IRVTUS3N CHIPS:MBR/0001 Account with Bank: Shenzhen Development Bank SWIFT BIC:SZDBCNBS Beneficiary Bank: Shenzhen Development Bank, Dalian Branch SWIFT BIC: SZDBCNBSDLB Customer (the beneficiary): 11005801110102 (Account Number) Dalian JCtrans Logistics Network Co., Ltd. (Name) No.71,7-23,Changjiang Road,Zhongshan District, Dalian, China (Address) 0086-411-82699253 (Telephone) NOTE: Bank transfer MUST be net and FREE of all charges. (Bank Transfer cost to be borne by Party A) Thank you for banking with Shenzhen Development Bank, Dalian Branch Shenzhen Development Bank, Dalian Branch Address: No.5 Youhao Square, Dalian,China. Post code: 116001 Fax: 0086-411-82823919 7