EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), dated as of April 3, 2009, is by and between China Direct, Inc. (the “Company” or “China Direct”), having its main office at 431 Fairway Drive Suite 200, Deerfield Beach, FL 33441 and Huaqin Chen (“Employee” or “you”).

WHEREAS, the Company is engaged in the business of managing Chinese entities and providing consulting services to Chinese businesses;

WHEREAS, the Company desires to employ Employee and to enter into an Agreement embodying the terms of such employment; and

WHEREAS, Employee desires to accept such employment and enter into such Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1.   Term of Employment .   Your employment with the Company will be on an at-will basis.  This means that although we hope your tenure with us will be long and rewarding, your employment is for no specified period of time. You may decide to leave your employment at any time and for any reason. Similarly, the Company may, in its discretion, at any time and for any lawful reason choose to end your employment.  If you decide to resign from the Company, you agree to provide the Company with at least 10 business days notice.

2.   Position and Location .

A.   Position .  Effective on April 1, 2009 (the “Commencement Date”) Employee shall serve as Controller .   At all times, Employee shall have such duties and authority as are commensurate with Employee’s then position and shall report to the management of the Company.  Employee represents and warrants to the Company that he is free to accept employment with the Company as contemplated herein and has no other written or oral obligations or commitments of any kind or nature which would in any way interfere with Employee’s acceptance of employment pursuant to the terms hereof or the full performance of Employee’s obligations hereunder or the exercise of Employee’s best efforts in Employee’s employment hereunder.  In the event that Employee is not retained by the Company, the Company will not be deemed to be in breach of this Agreement.

B.   Time Devoted .  During the Employment Term, Employee will devote such time and efforts as may be necessary or appropriate to fulfill Employee’s duties and responsibilities hereunder.  Employee agrees to devote substantially of Employee’s time and efforts to the performance of Employee’s duties as an employee of the Company and, during Employee’s employment by the Company, shall not, directly or indirectly, act for the benefit of any person, firm or corporation other than the Company.  Employee also agrees that he is not now, nor will he be, concerned, connected or otherwise affiliated with any other business pursuit whatsoever without the prior written consent of the Company.

C.   Principal Offices .  Unless otherwise mutually agreed by the parties, Employee’s principal offices shall be located at the Company’s headquarters in Broward County or its surrounding counties in Florida.

D.   Compliance with Laws .  Employee acknowledges that the Company is subject to various laws, statutes and high ethical standards by reason of the nature of its business activities, and Employee agrees to fully comply with all laws, rules and statutes and ethical standards applicable to the Company.

3.   Employee Benefits .   Following an initial 90 day trial period, Employee shall be entitled to participate in the Company’s employee benefit plans as in effect from time to time.  During each fiscal year of the Company, Employee shall be entitled to reasonable vacation time, provided that Employee shall evidence reasonable judgment with regard to appropriate vacationing scheduling.  Subject to the foregoing, Employee shall be entitled to vacation time as delineated in the Employee Handbook, with any unused vacation time to lapse as of the conclusion of the related fiscal year, unless the Board of Directors shall authorize the accruing of such unused vacation time.

4.   Business Expenses .   During the Employment Term, reasonable business expenses incurred by Employee in the performance of Employee’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

5.   Compensation.

A.   Salary Compensation: Employee shall receive an annual salary of $80,000.00 or $6,666.66 per month, paid on the first business day of each month for the prior month’s employment.  the Company shall deduct from amounts to which Employee is entitled all applicable federal, state and local taxes and other charges, which it may now or hereafter be required to deduct as a matter of law or otherwise within the discretion of the Company, so long as the exercise of such discretion is permitted under applicable federal and state law.

B.   Bonus Compensation: The Company may, in the discretion of and subject to approval of the Compensation Committee of the Board of Directors, award Employee a bonus of up to 20% of Employee’s cash salary.  The Bonus Compensation may be in the form of securities or cash.

C.   Equity Compensation: The Company shall grant to Employee a Restricted Stock Award (the "RSA’s") amounting to 10,000 shares of common stock of China Direct, Inc.  The RSA’s will vest in accordance with the following schedule:

RSA’s shall vest so long as Employee remains employed with China Direct, Inc. and in accordance with the terms and conditions set forth in the Company’s Restricted Stock Agreement as approved by the Company’s compensation committee.

6.   Representations and Warranties.   Employee hereby represents, warrants and agrees that: (i) Employee has required the necessary approval to be employed by the Company; (ii) all statements, representations and warranties made by Employee in the Employment Application Form in connection with Employee’s employment by the Company are true, correct and complete in all respects; and (iii) Employee is under no contractual or other restriction or obligation that would be violated by Employee’s employment by the Company.  Furthermore, Employee agrees to notify the Human Resources Department promptly (Within 5 business days) if the information furnished in Employee’s Employee Application Form or Employee Contact Form has changed.

7.   Compliance with Laws.   Employee hereby agrees that, so long as Employee is employed by the Company, Employee will comply with all statutes, laws, rules and regulations of the SEC or various securities exchanges to which the Company is, or may become in the future, a member and all other applicable federal, state and local agencies and authorities, as well as all written internal rules, regulations and procedures established by the Company and in effect and subject to change from time to time.  Employee also agrees that Employee will promptly notify, no later than one (1) business day, the highest ranking the Company Employee as reflected on the organizational chart in the event Employee becomes aware of or is put on notice concerning any violation of or non-compliance with any of the above laws, rules or regulations or the commencement of any action, suit, proceeding or investigation involving Employee or the Company.  Without limiting the foregoing, Employee hereby acknowledges that Employee has received a copy of the Company's Employee Handbook, has both read and understood such policies and will comply with same in all respects.

8.   Confidentiality.   Employee acknowledges and agrees that, during the period of Employee’s employment by the Company, Employee will have access to confidential, proprietary, strategic and sensitive information relating to the Company's business and affairs and the business and affairs of its affiliates and clients, including, without limitation, materials used for identifying clients, client information and lists, information concerning ongoing and potential assignments, internal operating procedures, business plans, projections, valuations techniques, financial models and research data.  Employee also acknowledges and agrees that such information is special and unique to the Company and its affiliates and clients.  Employee hereby agrees and convenes that, without the Company's prior written permission, Employee will not, directly or indirectly, publish, disclose or make accessible to any other person, firm, corporation, organization or entity, including, without limitation, any member of Employee’s family, either during or after the period Employee is employed by the Company, any confidential, proprietary, strategic or sensitive information whatsoever relating, directly or indirectly, to the Company's clients, including such clients’ names, business, or affairs or the business or affairs of any of the Company's affiliates or clients, that Employee may learn or initiate and develop a business relationship with during Employee’s employment by the Company, whether or not such information is specifically designated as confidential, proprietary, strategic or sensitive.  In addition, Employee agrees to return to the Company all tangible evidence of such information in their original form (paper, electronic or magnetic), which may be in Employee’s possession, custody or control prior to or at the termination of Employee’s employment.

Employee will not at any time (whether during or after Employee’s employment with the Company) disclose or use for Employee’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise other than the Company and any of its subsidiaries or affiliates, any trade secrets, information, data or other confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of the Company, generally, or of any subsidiary or affiliate of the Company, except in the performance of Employee’s duties hereunder or in compliance with legal process; provided, however, that the foregoing shall not apply to information which is not unique to the Company, or which is generally known to the industry or the public other than as a result of Employee’s breach of this covenant.  In the event that Employee is compelled by legal process to disclose confidential information, Employee shall give prompt written notice to the Company to allow the Company the opportunity to object to or otherwise resist such order.  Employee agrees that upon termination of Employee’s employment with the Company for any reason, Employee will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom in any way relating to the business of the Company and its affiliates, except that Employee may retain personal notes, notebooks and diaries that do not contain confidential information of the type described in the preceding sentence.  Employee shall be bound by the nondisclosure provisions of this Section 8.