Exhibit 4.7
From: Joe
Levinson <XXXXXXXX>
Date: May 3,
2007 9:54 PM
Subject: Re:
Appointment
To: c3gceo
<XXXXXXXXXXX>
Chairman
Wang,
I hereby accept
the appointment as director of China 3C under the terms
below.
Thank
you,
Joseph
Levinson
On 5/3/07,
c3gceo <XXXXXXXXX> wrote:
Dear
Joe:
We are pleased
to invite you to join the Board of Directors of China 3C Group, a
Nevada corporation (the “Company”). This
letter confirms our agreement with you regarding your services as a
director of the Company. Subject to your acceptance of
the position, your service is to commence on May 3rd, 2007 (the
“Commencement Date”).
As compensation
for your services, you will receive, commencing with the
Commencement Date:
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(1)
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an annual
retainer of USD $60,000 per year (the “Retainer”),
payable in equal quarterly installments with the first installment
payable upon execution of this agreement;
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(2)
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an annual grant
of such number of shares of the Company’s common stock (the
“Stock Grant”) as equals 12,000 of the Company’s
common stock, payable in equal monthly installments,
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(3)
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an annual grant
of 150,000 Incentive Stock Options to
purchase shares of common stock of the Company upon execution of
this Agreement and 150,000 (Incentive Stock Options - ISO’s)
shares on each anniversary of such date thereafter, provided Mr.
Levinson is a member of the Board of Directors at such time. The
annual grant of Incentive Stock Options shall vest immediately upon
execution of this agreement. The exercise price of the
initial grant of 150,000 shares shall be based on the closing price
of the common stock of the Company on May 2nd. All option grants
will vest upon issuance and will have an exercise period of ten
years from date of issuance so long as Mr. Levinson is a member of
the Board of Directors at such time. Each Incentive Stock Option
shall be used to purchase two shares of common stock. In the event
that Mr. Levinson is no longer a member of the Board of Directors,
his exercise period for all vested options will be twenty-four
months from the anniversary date of his departure from the Board of
Directors.
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In addition,
Mr. Levinson shall receive
