EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of this 11th   day of September 2008, by and between SinoHub, Inc., a Delaware corporation (the “Company”), and Tracy A. Edwards (the "Employee").

WHEREAS, the Company wishes to secure the employment of the Employee and the Employee wishes to be so employed by the Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and intending to be legally bound hereby, it is hereby agreed by and between the parties as follows:

(1)            Employment .  Subject to the terms and conditions of this Agreement, the Company hereby employs the Employee to perform such duties as may from time to time be prescribed by the Chief Executive Officer of the Company, subject in all instances to the general supervision and direction of the Board of Directors of the Company.  The Employee hereby accepts such employment.

(2)            Duties .  The Employee shall serve as Chief Financial Officer and Corporate Secretary of the Company and shall perform and discharge fully and faithfully such duties as are assigned to him pursuant to Section 1.  The Employee’s initial duties hereunder shall include, but not be limited to, overseeing the day-to-day financial operations of the Company and its subsidiaries and such other duties and responsibilities as are customarily undertaken by a chief financial officer of a corporation.  The Employee will operate within the guidelines, budgets, policies and procedures now or hereafter established by the Company, copies of which shall be provided to the Employee or of which the Employee is aware.

(3)            Salary .  The Company shall pay the Employee, during the Term (as defined below) of this Agreement, a salary of US$180,000   (as calculated on an annualized basis) (the “Salary”), before applicable withholding taxes, payable in accordance with normal Company pay policies. The Employee understands and agrees that the Salary may be reviewed on an annual or more frequent basis, and may be subject to modification.

(4)            Bonus .  During the Term (as defined below), the Employee will be eligible to receive a bonus of up to US$10,000   per fiscal quarter subject to the achievement of and based upon criteria to be determined in the sole discretion of the Chief Executive Officer of the Company.  The Employee agrees and acknowledges that in the event that his employment with the Company is terminated for any reason, he will not be entitled to any bonus, including a pro rata bonus, potentially payable relative to the year in which his employment is terminated.

(5)            Equity . The Company and the Employee acknowledge and agree that the Company intends to, but has not yet, adopted an equity incentive plan (the “Plan”).  Consequently, the Company and the Employee agree that after the adoption of the Plan the Company shall issue to the Employee, as mutually agreed upon by the Company and the Employee, either: (a) 200,000 shares of restricted Common Stock of the Company (the “Restricted Shares”); or (b) a stock option to purchase 200,000 shares of Common Stock (the “Option Shares”) of the Company (the “Option”).  If the Company and the Employee agree that the Employee shall receive the Restricted Shares, the issuance of such Restricted Shares shall be contingent upon the Restricted Shares: (i) being issued to the Employee at a price per share mutually agreeable to the parties; (ii) being subject to all of the terms and conditions of the Plan; and (iii) being subject to the terms and conditions of a restricted stock agreement (the “Restricted Stock Agreement”) mutually agreeable to the parties which will provide, in part, that the Restricted Shares shall be subject to a four (4) year reverse vesting schedule which shall lapse as follows: 25% on the first anniversary of the Employee’s start date and then 6.25% at the end of each subsequent fiscal quarter.  If the Company and the Employee agree that the Employee shall receive the Option, the issuance of the Option shall be contingent upon the Option: (x)  being exercisable as to each Option Share at a price per share not less than the fair market value of a share of Company’s Common Stock on the day that the Option is issued; and (y) being subject to all of the terms of the Plan and a stock option agreement by and between the Company and the Employee (the “Option Agreement”), which will provide, in part, that the Option shall vest as to 25% of the Option Shares on the first anniversary of the Employee’s start date and then 6.25% at the end of each fiscal quarter thereafter.

(6)            Expenses .  The Employee shall be reimbursed for all reasonable, ordinary, and necessary business expenses in accordance with Company policy.  The Employee shall furnish the Company with the appropriate documentation relating to such expenses and shall comply with any additional requirements of the Company generally applicable to the Company's employees in connection therewith.

(7)            Benefits .  During the Term hereof, the Employee shall be entitled to the benefits generally made available to simila