EMPLOYMENT AGREEMENT

1. 

China Architectural Engineering Inc., (“ the Company ”), of 63/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong; and

2. 

Li Chengcheng, (“ the Employee ”) holder of Chinese Passport No. G21075206 of Suite 2208, West Wing, Fancy Garden, 6 Xibahe Road Sth, Chaoyang District, Beijing 100028, China.

1 

Employment Terms

1.1

The Company employs the Employee in the position of Chief Financial Officer working principally at its Hong Kong office. As Chief Financial Officer, he will be required to travel outside Hong Kong from time to time including to the Company’s branch offices when required.

1.2 

The employment of the Employee commenced as of 30 March 2009.  The monthly salary associated with this agreement shall be calculated from this commencement date of employment. If the Employee requires an employment visa to work in Hong Kong, he will not perform work in Hong Kong until such time as a visa is obtained. As long as such visa is not successfully obtained the Company may terminate the employment in accordance with clause 14.1.

1.3 

The Employee is required to undergo a probation period of three months. The Company reserves the right to extend the probation period if it considers necessary.

1.4 

During the first month of probation, either party may terminate the employment without notice or payment in lieu. During the remainder of probation, either party may terminate the employment by giving seven days' notice or payment in lieu. After satisfactory completion of the probationary period, either party may terminate the employment by giving two month’s notice or payment in lieu.

2 

Duties

2.1 

The duties of the Employee include the normal duties of Chief Financial Officer as directed by the Company and any other duties which the Company may assign upon him to perform from time to time. The Employee shall exercise such powers, perform such duties and comply with such directions in relation to the business of the Company and/or any other Group Company as the Board may, from time to time, confer upon or assign or give to him. The Employee will in particular be responsible for, but not limited to, all of the Company's financing matters and also the management of the Company’s finance department.

2.2 

The Employee shall work in such places and occupy himself in such a manner as the Company shall direct and he will not either directly or indirectly engage or be concerned in any other services or business whatsoever or receive commissions or profits of any kind. He shall devote the whole of his time and attention during working hours to the service of the Company and the Group Companies and shall use his do his utmost to promote and protect the interests of the Company and the Group.

2.3 

The Employee shall at all times promptly give to the Board (in writing if so requested) all such information, explanations and assistance as it may require in connection with the business of the Company and/or any other Group Company with which the Employee is required by the Company to be concerned with.

2.4 

The Employee will comply with all relevant ordinances and regulations of the Hong Kong Special Administrative Region. He will also comply with all of the Company’s circulars and departmental instructions in so far as the same are applicable.

3 

Directorships

3.1 

The Employee shall accept appointment as a director or other officer of the Company, any other Group Company and/or other company as the Board may require from time to time. He shall resign without claim for compensation from such directorship or office at any time on request by the Company and such resignation shall not affect the continuance in any way of this agreement.  The Employee shall immediately account to the Company for any director's fees or other emoluments, remuneration or payments either receivable or received by him by virtue of his holding such directorship or office (or waive any right to the same if so required by the Company).

3.2 

In the event of the termination of his employment, the Employee shall, upon the request of the Company, resign without claim for compensation from any directorships or any other office which he holds pursuant to clause 3.1 above.

3.3 

Should the Employee fail to resign from any directorship or any other office when so requested by the Company, the Company is irrevocably authorised to appoint a person in his name and on his behalf to execute any documents and to do all things required to give effect to the resignation.

4 

Remuneration

4.1 

Salary

4.1.1 

The Employee's salary will initially be USD 120,000 per annum.  This salary includes any director's fees payable to the Employee. The Employee's salary is expected to be reviewed every two years. The Company may adjust the Employee's remuneration up or down as it considers appropriate.

4.1.2 

Salary will be paid in Hong Kong by equal monthly instalments around the end of each calendar month, by cheque during probationary period and thereafter via appointed Bank Autopay system into an account nominated by the Employee.

4.2 

Bonus

4.2.1 

The Employee may be entitled to a sign-on bonus of US$30,000 to be paid within 3 months of commencement of employment, subject to the condition that no such bonus will become payable if the Employee does not complete his probation period to the Company's satisfaction.

4.2.2 

For the first and second years of employment under this agreement (i.e. 2009-10 and 2010-11), the Employee will be entitled to a cash bonus of 6% of the Bonus Pool.  Such cash bonus is conditional on the Employee being employed by the Company at the end of the relevant complete year, and will be payable within 3 months after the audit report is available for financial year 2009 and 2010 respectively.

For the purpose of calculation of bonus:

(1)

“ Bonus Pool ” shall be calculated on the basis of 0.3% of the Total Revenue plus 5% of the After-Tax Profit of the Company, as shown in its Consolidated Accounts; and

(2)

“ Consolidated Accounts ” means the audited consolidated accounts of the Company published and filed with the Securities Exchange Commission for the Financial Year in question.

4.2.3 

Unless required by law or specifically referred to in this agreement, all cash bonuses will cease to be payable if the Employee is no longer an employee of the Company at the proposed payment date.

4.3 

Shares

4.3.1 

After completing the first year of employment under this agreement (i.e. 2009-2010), the Employee will be entitled to 50,000 shares of the Company, such shares to be transferred to a personal custodian account of the Employee’s choice. Such shares are conditional on the Employee being employed by the Company at the end of the completed year, and will be transferred within 3 months after the audit report is available for financial year 2009.

4.4 

The Employee agrees that he will be responsible for all taxes under any applicable law or regulation in respect of all amounts and benefits received by him under this agreement.

5 

MPF Scheme

5.1 

The Company will enrol the Employee in a Mandatory Provident Fund (" MPF ") Scheme (if required by law as applied to the Employee). The Company currently maintains an MPF Scheme with Hang Seng Bank.  Details of the Scheme will be provided to the Employee in due course. The Company may change this scheme at its discretion from time to time.

6 

Working Hours and Overtime Arrangement

6.1 

The Employee's usual working hours will be as follows:

The Company reserves the right to vary the Employee's working hours from time to time.

6.2 

The Employee will also be required to work such additional hours as may be necessary for the proper performance of his duties or when the responsibilities for his position requires him to work beyond normal working hours.  As the Employee is a management employee, no overtime payment or holiday in lieu will be granted in respect of any such additional hours worked.

7 

Rest Day and Leave Entitlement

7.1 

The Company shall grant the Employee the following holidays:

Sundays are rest days, and the Employee is entitled to gazetted public holidays in Hong Kong.  Consideration shall be made in regard to the work responsibilities for the Employee's position if attendance to the Shenzhen office is required during gazetted public holidays.  If by mutual agreement the Employee is to work on rest days or public holidays, then he may receive compensation leave at the Company’s discretion.

7.2 

The Employee is entitled to 10 working days paid annual leave for every twelve months of service to be taken at such times mutually agreed between the Company and the Employee. This is inclusive of statutory annual leave granted under the Employment Ordinance. Annual leave pay for statutory leave will be calculated in accordance with the Employment Ordinance, and leave pay for additional annual leave shall be calculated as the Company shall determine from time to time. Annual leave must be taken in the relevant year it relates to and may not be carried over unless written approval is obtained from the Company.

8 

Sick Leave Arrangement and Insurance Benefits

8.1 

The Employee is entitled to paid sick leave as provided by the Employment Ordinance, which is at 80% of wages. The Company may, at its discretion, provide full pay for each day of sickness, which is more generous than that required by the Employment Ordinance. The Company reserves the right to change its sick leave policy from time to time. The Employee must provide a medical certificate from a medical practitioner or registered dentist for each paid sickness day immediately on return to work.

8.2 

The Employee will be covered by the Company’s Medical Insurance Scheme according to grade level.  Please refer to the prevailing Medical Insurance Scheme