MCCOMBS SCHOOL OF BUSINESS FOUNDATION

Executive Development Program Agreement

This Agreement is made and entered into by and between McCombs School of Business Foundation

(“MSBF”), C/O Dean’s Office GSB 2.104, McCombs School of Business, 1 University Station B6000,

Austin, Texas 78712-0201, and Beijing HY Electric Training & Management Consulting Co., Ltd.

(“HEC”), with its principal place of business at Room 904, Baojing Building, No.189 An Wai Street,

Dong Cheng District. Beijing 100011, China.

MSBF and HEC hereby agree as follows:

1.

2.

3.

4.

MSBF Services      .

MSBF will design, develop and present an Executive Development Program (“Program”), for

the benefit of participants selected by HEC, as set forth in the Program Addendum, attached

hereto and incorporated for all purposed. Multiple Program Addenda may be issued pursuant

to this Agreement.

Compensation           .

HEC will compensate MSBF for services provided in accordance with the applicable Program

Addendum. MSBF will invoice HEC for services as outlined in the Program Addendum. HEC

will pay such invoices within ten (10) days of the payment due date. Interest shall be payable

by HEC on all past due amounts at the rate of two percent (2%) per month on the unpaid

balance computed from the thirty-first (31st) day after payment due date.

Term   .

This Agreement is effective as of the later of October 28, 2010 or date fully executed by both

parties ("Effective Date") and shall terminate on December 31, 2011.

Cancellation and Rescheduling          .

HEC acknowledges that MSBF will suffer damages, including, but not limited to: (i) lost time

used in Program design and development; (ii) lost opportunity cost; and/or (iii) third party,

including AT&T EECC, cancellation fees attributable to a canceled or rescheduled Program.

Should it become necessary for HEC to cancel or reschedule a Program, HEC will be

responsible for paying liquidated damages based on the following scale.

(*) MSBF shall apply fifty percent of Rescheduling Fee, excluding third party cancellation

charges, as a credit toward a rescheduled Program module which occurs within six months of

original Program module start date.

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6.

Confidential Information         .

MSBF may be given access to confidential and/or proprietary information pertaining to HEC or

HEC Customer Beijing Electric Power Company (“BEPC”). MSBF will not, without HEC’s

prior written consent, disclose to others any of HEC Customer BEPC’s procedures, records,

information contained on records, technical data, proprietary information, business and

technical information or trade secrets (“Proprietary Information”) which has been given to

MSBF by HEC or HEC Customer BEPC and clearly marked as Proprietary Information. All

Proprietary Information, whether written or oral, disclosed in connection with this Agreement

will be received and retained by MSBF, its agents and representatives as strictly confidential

and such information will only be disseminated internally and on a “need-to-know” basis. If

HEC or HEC Customer BEPC discloses information orally to MSBF which it considers to be

proprietary, such information will be reduced to writing by HEC or HEC Customer BEPC within

thirty (30) days of disclosure and clearly marked as Proprietary Information to be included

under the provisions of this paragraph. All Proprietary Information will be and remain the

exclusive property of HEC Customer BEPC at all times and will be returned to HEC Customer

BEPC upon its request or upon termination or cancellation of this Agreement. MSBF will not

use or duplicate any Proprietary Information in connection with the Program or any other

course, program, lecture, presentation, research or in any written document or videotape

without HEC Customer BEPC’s prior written consent. MSBF’s obligations under this

subparagraph will not apply to information (i) already in MSBF’s possession at the time of

disclosure thereof; (ii) that is or later becomes a part of the public domain through no fault of

MSBF; (iii) is received from a third party having no obligation of confidentiality to HEC

Customer BEPC; (iv) that has been in the possession of MSBF longer than five (5) years; or (v)

is required to be disclosed under the laws of the United States of America or the State of

Texas.

Ownership and Use of Program Materials      .

6.1

6.2

6.3

6.4

MSBF will own all the intellectual property rights, including but not limited to copyrights,

in the presentation materials (“Materials”) customized or developed by MSBF for the

Program, with the exception of information provided by HEC or HEC Customer BEPC

and designated as Proprietary Information. Neither HEC nor HEC Customer BEPC

cannot teach the Program, or use the Materials outside of the Program, without the

prior written consent of MSBF.

HEC Customer BEPC will own all the intellectual property rights, including but not

limited to copyrights, in the Proprietary Information provided pursuant to Section 5.

Confidential Information. No license or other intellectual property rights are granted to

MSBF to use such materials except with regard to the Program.

Subject to MSBF’s obligations of confidentiality described in this Agreement, nothing

shall preclude MSBF from customizing or developing for itself, or for others, materials

which are similar with those produced as a result of the services provided hereunder.

MSBF reserves and retains ownership of all intellectual property rights, including, but not

limited to, copyright, title and interest in and to any recording of the Program. Neither the

Program, nor any elements thereof, shall be filmed, videotaped, recorded or reproduced

in any manner, medium or form by HEC or HEC Customer BEPC or any third parties,

without prior written authorization from MSBF.

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7.

8.

Independent Contractor        .

For all purposes of this Agreement and notwithstanding any provision of this Agreement to the

contrary, MSBF is an independent contractor and is not an employee, partner, joint venturer, or

agent of HEC or HEC Customer BEPC. MSBF will not bind nor attempt to bind HEC or HEC

Customer BEPC to any agreement or contract. As an independent contractor, MSBF is solely

responsible for all taxes, withholdings, and other applicable statutory or contractual obligations.

Termination         .

8.1

8.2

If either party is in default of performance of any material obligation under this

Agreement, the party that is not in default may give written notice of the default to the

other party and if the party notified fails to correct the default within thirty (30) days or

within such period fails to satisfy the party giving notice that the default does not exist,

the party giving notice may terminate this Agreement upon expiration of the thirty (30)

day period.

The termination of this Agreement shall not affect any right or remedy that has accrued

to either party at the time of termination.

9.

Miscellaneous          .

9.1

Authorization and Notice   . Any and all requests, authorizations, consents or notices

required hereunder will be submitted in writing to the applicable representative listed

below or their designee.

If to MSBF:

McCombs School of Business Foundation

Attn: Nancy Nagle

Director of Custom Programs

Texas Executive Education

PO Box 7337

Austin, TX 78713-7337

Email: nagle.nancy@mccombs.utexas.edu

If to HEC:

HY Electric Training & Management

Consulting Co., Ltd.

Attn: Sabrina Xu

Managing Director

Room 904, Baojing Building

No.189 An Wai Street

Dong Cheng District

Beijing 100011, China

Email : sabrina.xu@vip.sina.com

9.2

9.3

9.4

9.5

Program Instructor(s)         . Neither HEC nor HEC Customer BEPC shall not solicit or enter

into separate agreements with the Program instructor(s) to present the Program or

similar programs for a minimum of two (2) years after the expiration of this Agreement.

Assignment        . Neither party may assign this Agreement, in whole or in part, without the

prior written consent of the other party.

Damage or Injury   . HEC shall be solely responsible for any damage or injury to the

MSBF’s facilities, property (tangible or intangible), or personnel that results from the

acts or omissions of HEC or HEC Customer BEPC or their employees, participants,

agents, or subcontractors.

Disclaimer       . The purpose of the Program is to present participants with a graduate level

curriculum and related materials, presented by fulltime faculty of The University of

Texas at Austin or industry professionals with extensive subject matter knowledge.

Notwithstanding any other provision of this Agreement:

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a. The parties acknowledge that while particular attention has been paid to the

content of the Program and related Materials, no guarantee, warranty or

representation, express or implied, is given by MSBF to the accuracy, correctness,

completeness, merchantability or fitness thereof;

b. MSBF’s maximum aggregate liability under this Agreement shall not exceed the

amounts paid by HEC to MSBF during the immediately preceding contiguous

twelve (12) month period during the Term of this Agreement; and

c. Neither MSBF nor Program instructors shall be responsible or liable to HEC or to

any participant claiming through HEC for special, incidental, indirect, or

consequential damages, including without limitation lost or anticipated profits,

revenues, income or savings, even if MSBF has been advised of the possibility of

such damages.

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9.7

9.8

Representations and Warranties by HEC  . If HEC is a corporation or a limited liability

company, HEC warrants, represents, covenants, and agrees that it is duly organized,

validly existing and in good standing under the laws of the state of its incorporation or

organization and is duly authorized and in good standing to conduct business in the

State of Texas, that it has all necessary power and has received all necessary

approvals to execute and deliver this Agreement, and the individual executing this

Agreement on behalf of HEC has been duly authorized to act for and bind HEC.

Entire Agreement; Modifications         . This Agreement supersedes all prior agreements,

written or oral, between MSBF and HEC and will constitute the entire Agreement and

understanding between the parties with respect to the subject matter hereof. The

Agreement and each of its provisions will be binding upon the parties and may not be

waived, modified, amended or altered except by a writing signed by MSBF and HEC.

Venue; Governing Law . Travis County, Texas, will be the proper place of venue for

suit on or in respect of the Agreement. The Agreement and all of the rights and

obligations of the parties hereto and all of the terms and conditions hereof will be

construed, interpreted and applied in accordance with and governed by and enforced

under the laws of the State of Texas.

MSBF and HEC have executed and delivered this Agreement to be effective as of the Effective Date.

HY Electric Training & Management

Consulting Co., Ltd.

By: ____________________

_______________________

_______________________

Date: _______________

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McCombs School of Business

Foundation

By: ____________________

Susie Brown

Managing Director

Date: _______________

MCCOMBS SCHOOL OF BUSINESS FOUNDATION

Program Addendum No. 1

The following terms and conditions are hereby incorporated into and form a part of the Executive

Development Program Agreement (“Agreement”) entered into by and between McCombs Foundation

and HEC, effective October 26, 2010. In the event of a conflict between the terms of the Agreement

and this Addendum, the terms of the Agreement shall control.

McCombs Foundation shall provide the following:

I.

Program Logistics

Scope:

McCombs Foundation will provide an Executive Development Program titled Power

Distribution and Network Construction, which will provide participants the opportunity

to refresh their knowledge or develop an understanding of America’s National Grid,

Managing Project Execution, Distribution System Performance Improvement and

Project Management Decision Making and Risk Analysis.

Class size: 14 participants

Duration:

Dates:

Location:

Two-day Program, 8:45 a.m. – 4:30 p.m. each day with a one and one-half hour

lunch break

Program will be presented November 3-4, 2010

The Program will be presented at the AT&T Executive Education and Conference

Center on the campus of The University of Texas at Austin.

Special

Events:

Group photo on Wednesday morning; Tour of the University of Texas campus and

Welcome dinner on Wednesday evening

This program will be taught in English with simultaneous Mandarin translation.

II. Program Budget

A. Program Design, Development, Coordination and Presentation:

Program Cost: $60,000

Program Cost includes the following:

1. Program Design and Development;

2. Program Coordination/Administration;

3. Program Presentation/Instruction;

4. Program Materials, notebooks and academic materials

5. Compilation of Program evaluations and delivery to HEC

6. Certificates of completion for each participant

7. Simultaneous translation of classroom instruction

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B. Meals and Activities:

$425 per participant

This price is based on two days of Program activities and includes the following:

1. Lunches on two Program days;

2. Morning and afternoon refreshment breaks in class;

3. Group picture

4. Tour of campus on Wednesday

5. Dinner at Littlefield House on campus on Wednesday

III. Program Payment Schedule

1. The Program costs are payable according to the following schedule: 100% will be invoiced

at the conclusion of the Program.

2. HEC shall pay invoices within 10 days of receipt thereof.

3. All Program costs are payable in the U.S. and in U.S. dollars. Electronic transfer payment

is recommended. If paying by credit card, the credit card fees are HEC’s responsibility.

IV. AT&T EECC Damages and Liability

1. AT&T EECC is a non-smoking facility. HEC shall inform Program participants that they will

incur a $500 cleaning fee in the event the participant or guest thereof smokes in the

building or courtyard.

2. HEC shall be responsible for any damages to the AT&T EECC that results from the acts or

omissions of HEC’s staff or Program participants.

V. Participant Health Insurance

HEC acknowledges that HEC’s staff and Program participants are required to carry health

insurance valid in the United States. McCombs Foundation and its affiliates are not responsible

for any medical expenses incurred by HEC’s staff or Program participants while attending the

Program.

This Program Addendum will be confirmed upon signature by both parties. To confirm these

arrangements as a definite Program, please indicate your approval by signing below on or before

November 3, 2010.

IN WITNESS WHEREOF, this Program Addendum is hereby executed by authorized representatives

of HEC and McCombs Foundation.

HY Electric Training & Management