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Dated 8th day of February, 2005
Form of
Executive Employment Contract
between
Global Pharmatech, Inc.
and
Zongsheng Zhang
<PAGE>
This Contract was made between the following two parties on 8th
February, 2005:
(1) Global Pharmatech, Inc., duly incorporated under the laws of
the State of
Delaware ("Party A"); and
(2) Zongsheng Zhang ("Party B").
Both parties have entered into the following agreement through
friendly
negotiations on the principle of equality and mutual benefits in
order to
confirm and regulate the relationship between Party A as the
appointor and Party
B as the appointee in respect of the service.
Article 1 Appointment
1.1 Party A shall appoint Party B as Chief Financial Officer in
accordance with
the terms of this Contract.
1.2 Party B agrees to be appointed as Chief Financial Officer in
accordance with
the terms of this Contract.
Article 2 Duties
2.1 Party B's duties, powers and responsibilities as Chief
Financial Officer
shall be those which are customary for such position, as may be
determined from
time to time by the Board and CEO. Party B shall report to the
Board and CEO,
and agrees to perform and discharge such duties well and
faithfully and to be
subject to the supervision and direction of the Board and of
CEO.
2.2 The position of Chief Financial Officer is a full-time
position. Party B
agrees to devote full time effort, attention, and energies to
this position, and
will not render any professional services or engage in any
activity that might
be competitive with, adverse to the best interest of, or create
the appearance
of a conflict of interest with Party A.
2.3 Party B agrees to abide by the policies, rules and
regulations of Party A as
they may be amended from time to time.
Article 3 Remuneration
3.1 From the Effective Date, the remuneration to be received by
Party B for the
performance of his services under this Contract shall be RMB4000
Yuan per month,
to be paid monthly.
3.2 Party B shall be granted the option to purchase Party
A's stock of 20,000 shares under the terms of the applicable
stock option plan
then in effect, upon the achievement of working goals as
determined by the
Board.
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Article 4 Non-Competition
4.1 Unless the relevant competition is made known to the public
and (if
required) approved by the relevant regulatory authorities, Party
B warrants that
during the term of his appointment as Party A's outside
director, Party B shall
not in any way engage in any business in competition with Party
A, or seek any
position from any company or individual who competes in business
with Party A or
subsidiaries and branch companies of Party A ("Party A's
Group"), or accept any
capacity or position offered by any company or individual who
competes in
business with any member of Party A's Group.
Article 5 Confidentiality Liability
5.1 Party B is aware that he will gain access to secret
information possessed by
members of Party A's Group and/or kept in custody by members of
Party A's Group
(hereinafter referred to as "Confidential Information") in the
performance of
his duties hereunder, including but not limited to, documents,
materials, data,
information, plans and insider information. Party B confirms
that such
Confidential Information is solely owned by members of Party A's
Group and/or is
kept in custody by members of Party A's Group.
5.2 Whether during the term of this Contract or within any time
after the
termination of Party B's appointment as Party A's director,
Party B warrants
that (except such Confidential Information may be disclosed to
the public not in
violation of the confidentiality undertaking under this
Contract):
(a) Party B shall not divulge or disclose the Confidential
Information
to any third party in any way, with the exception of any
Confidential Information which Party B must disclose to the
relevant
empl
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