EMPLOYMENT AGREEMENT

1.1

Position and Duties . During the Employment Period (as defined in Section 1.2 below), the Executive shall serve the Company as its Chief Executive Officer and shall have such powers, duties and obligations consistent with such position as the Company’s board of directors (the “ Board ”) shall determine from time to time.  References to the Board herein with respect to any determination involving the Executive or his duties, shall be deemed to exclude the Executive if he is then a member of the Board.

The Executive shall exercise due care as would a good business manager and faithfully and diligently perform his duties for the Company. The Executive shall comply with the policies, guidelines, standards, rules and procedures of the Company, and any additions or amendments thereto, as they are in effect from time to time during the Employment Period.  During the Employment Period, the Executive shall report directly to the Board.

1.2

Employment Period . Subject to earlier termination as provided in Section 3 below, the Employment Period shall be a period of one year commencing on May 18, 2009 (the “ Commencement Date ”), provided that this Agreement shall be automatically renewed, and the Employment Period shall be automatically extended, for successive one-year terms unless either party gives written notice to the other party at least thirty (30) days prior to the expiration of this Agreement and the Employment Period (including any renewal and extension thereof) to terminate this Agreement or modify its terms (provision of such notice shall not be deemed to constitute a breach, or an earlier termination, of this Agreement).  The term “Employment Period” shall include any extension thereof pursuant to the preceding sentence.

1.3

Location . The Executive will be based in Tianjin, China.  The Executive acknowledges that he may be required to travel from time to time in accordance with the business requirements of the Company in the course of performing his duties for the Company.

1.4

Company Group .   Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “ Company Group ”).

1.5

Minimum Time Commitment . During the Employment Period, the Executive shall hold no employment outside the Company Group and shall devote substantially all of his business time, attention and skills to the performance of his duties for the Company. The The Executive hereby acknowledges that he shall not be entitled to any overtime pay as would employees who have standard working hours.

1.6

Representations; No Breach of Contract or other Obligation . In addition to the representations contained in the Recitals above, Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive of his duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder;  (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any other person or entity; and (iv) Executive is subject to no fiduciary or other obligation which may affect the performance of his duties hereunder.

2.

COMPENSATION AND BENEFITS .

2.1

Base Salary . The Executive’s gross base salary for the first twelve (12) months of the Employment Period shall be at annualized rate of US$144,000. The Board and/or its Compensation Committee shall review the Executive’s base salary every twelve (12) months and make appropriate adjustment, in its discretion.

The base salary shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments.

2.2

Bonus and Other Incentives . During the Employment Period, the Executive will be eligible to receive bonuses and other incentive payments in accordance with the terms and conditions of any bonus or other incentive plans and programs as may be adopted by the Board from time to time.

2.3

Reimbursement of Business Expenses . Executive hereby agrees that he shall, within thirty (30) days prior to then end of each calendar quarter, submit to the Board an expense budget for following calendar quarter.  The Executive will be eligible to receive reimbursement for all reasonable business expenses incurred by the Executive during the course of performing his duties for the Company under this Agreement which are set forth in the budget approved by the Board.  To the extent there are additional expenses, or expenses exceeding the amounts pre-approved by the Board, Executive shall seek further Board approval for such expenses to the extent they exceed $1,000.

2.4

Vacation and Other Leave .  During the Employment Period, the Executive shall be entitled to take paid vacation of three (3) weeks in each 12 month period taken at such times so as to not materially impede his duties hereunder.  The Executive shall also be entitled to all other holiday and leave pay generally available to the executive officers of the Company.

2.5

No Overtime Pay .   The Executive acknowledges that he shall perform his duties for the Company in a timely manner, that the compensation and benefits he will be entitled to receive pursuant to this Agreement will sufficiently compensate him for his services, and that he will not be entitled to receive any overtime pay.

3.

TERMINATION .

3.1

Termination by the Company . The Executive’s employment by the Company, and the Employment Period, may be terminated by the Company: (i) for Cause (as defined immediately below), (ii) with no less than thirty (30) days prior notice to the Executive, without Cause, (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as defined immediately below).

As used herein, “ Cause ” shall mean, as determined by a majority of the Board (excluding the Executive, if he is then a member of the Board), (i) any act of embezzlement, dishonesty or fraud taken by the Executive; (ii) the Executive’s conviction for a felony or conviction of any crime involving moral turpitude or that impairs the Executive’s ability to perform his duties; (iii) the Executive’s improper and material disclosure or use of the any confidential or proprietary information of the Company or any member of the Company Group; (iv) the Executive’s breach of any fiduciary duty to the Company,  (v) the Executive’s failure or refusal to  perform his duties which, if curable, remains uncured following thirty (30) days’ written notice to the Executive from the Company describing such failure or refusal; (vi) Executive’s performance of any action when specifically instructed not to do so by the Board, except where required by applicable law, regulation or rule; or (vii) Executive’s failure to perform any action when instructed to do so by the Board, except where prohibited by applicable law, regulation or rule.

As used herein, “ Disability ” shall mean a physical or mental impairment which, as determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any twelve (12) month period, unless a longer period is required by applicable laws, in which case that longer period would apply.

3.2

Termination by the Executive .  The Executive’s employment by the Company, and the Employment Period, may be terminated by the Executive with no less than thirty (30) days prior notice to the Company, provided that the Executive may provide immediate notice in the event of a Constructive Termination (as defined immediately below), if not cured within thirty (30) days after the occurrence thereof.

As used herein, “ Constructive Termination ” shall mean, without the Executive’s express written consent, (i) there is a material reduction in the Executive’s powers, duties and responsibilities, or (ii) there is a material reduction in the Executive’s base salary, opportunity for bonus and incentive payments, or overall benefits package.

3.3

Benefits upon termination . If the Executive’s employment by the Company is terminated during the Employment Period for any reason by the Company or by the Executive (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “ Severance Date ”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

(a)

The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any base salary, bonus and incentive payment that had accrued under this Agreement but had not been paid on or before the Severance Date, and any reimbursement due to the Executive under this Agreement for expenses incurred by the Executive on or before the Severance Date.

(b)

If, during the Employment Period, the Executive’s employment with the Company is terminated as a result of a Constructive Termination or terminated by the Company without Cause, the Executive shall be entitled to receive an amount equal to fifty percent (50%) of the Executi