EmploymentContract OfShangguan Molan X(

1.

In accordance with the labor laws and regulations of the People's Republic of China (the "PRC" or "China") and through friendly consultation on the basis of equality, Party A and Party B agree to enter into this Contract under the terms and conditions as set forth below:

2.

This Contract shall be a contract with a fixed term of 3 years, from December 20, 2010("Starting Date") to December 20, 2013.

3.

The probation period shall be three months, from the Starting Date to 3/20/2011.  At any time during such probation period, Party B is entitled to immediately terminate this Contract; if Party B is unqualified for the employment requirements of Party A, Party A is entitled to immediately terminate this Contract.  For the purposes of confirming whether Party B is qualified or not for the relevant requirements, Party A is responsible for evaluating Party B's performance and ability during such period, and shall be entitled to make the final decision at its sole discretion.  Upon the termination under this Article 3, unless otherwise specifically provided herein or in the Confidential Information, Invention Assignment and Non-Competition Agreement as described in Article 22 hereof, neither party shall be responsible for performing any obligations to the other hereunder.

4.

If upon the expiration of the term, Party A and Party B agree to renew this Contract, they shall execute the Agreement to Renew Employment Contract attached to this Contract as Appendix A, or shall execute a new employment contract.

5.

Party B agrees to assume the position of Chief Financial Officer pursuant to the work needs of Party A.

6.

Both Parties acknowledge that, Party A shall have the right to change the type of work, job title and position, job duties and work location of Party B at any time according to the business needs of Party A or ability or work performance or actual situation of Party B, provided, however, that such change shall be made in good faith with reasonable causes.  Party B shall be subject to any such changes as deemed necessary and appropriate in the sole judgment of Party A.

8.

Party B shall work five (5) days per week, eight (8) hours per day, with the average working hours not exceeding forty (40) hours per week.  Party A shall have the right to change the work schedule of Party B including the starting and closing time of such schedule based on the business requirements of Party A under the general guidance of this Section.  Due to the business needs, Party A may require Party B to work overtime upon consultation with Party B in accordance with the relevant laws and regulations, including requiring Party B to work on weekends or public holidays.

9.

Party A shall provide Party B with appropriate working conditions and facilities, and Party B shall comply with the rules and regulations of work safety and sanitation formulated by Party A.

10.

Party A will be responsible for providing education and training to Party B on business technologies, labor safety and sanitation and articles of association of Party A.

11.

In consideration of the duties and obligations assumed by Party B under this Contract, Party A shall pay salary to Party B in amount confirmed in writing per month, which will be payable on 20 of each corresponding month.

12.

During the term of employment under this Contract, Party A will decide the earning prior to tax of Party B based upon Party A’s then current salary systems and position adjustment policies.  Party A will pay the payment through the individual bank account designated by Party A or through other means Party A deems proper.  The amount of salary will be stipulated otherwise by Party A.

13.

Party B shall be responsible for the payment of due and payable individual income tax resulting from the salary and other remuneration paid by Party A in accordance with the relevant PRC laws and regulations.  Party A, as the withholding person, shall withhold the individual income tax and other due and payable tax of Party B prior to paying the remuneration to Party B as required by law.

14.

Party A shall have the right to adjust the salary and welfare of Party B appropriately based on the capability, experience, attitude, performance, achievement, working-age and position of Party B as well as according to the salary and position adjustment policies and business conditions experienced by Party A.

15.

Party A shall deduct the following from the salary payable to Party B in accordance with the relevant PRC laws and regulations:

 

15.1

The individual income tax of Party B;

 

15.2

The part of the society insurance and other welfare benefits which are to be borne by Party B;

 

15.3

All compensation or fines payable by Party B and withheld by Party A on the effective court verdict or arbitration decision;

 

15.4

All compensation or fines payable by Party B to Party A according to this Contract, the appendixes of this Contract, rules or articles of association of Party A or court verdict or arbitration decision.

16.

Party A may, in its discretion, pay a bonus to Party B based upon Party A’s business operation situation and articles of association.  The detailed amount, conditions and form will be set forth by Party A.  Notwithstanding the above, paying bonus should not be deemed as an obligation of Party A.

17.

The Parties shall pay premiums for social security insurance schemes such as Pension, Unemployment, Medical Insurance, etc. in accordance with relevant PRC laws and regulations.

18.

Party B shall abide by the Working Rules and articles of association stipulated by Party A pursuant to laws. Party B shall strictly adhere to proper instructions and decisions of Party A, take care of all assets of Party A, and abide by professional morality.

19.

In case Party B violates the Working Rules or articles of association of Party A, Party A may impose punishment to Party B in accordance with the Working Rules or articles of association of Party A.

20.

Party A has the right to require Party B to compensate the economic losses caused by Party B’s violation of relevant laws, Working Rules or articles of association of Party A.

21.

Party A has the right to appropriately amend its rules or articles of association at any time based on its business needs. Party A shall notify Party B in any way Party A deems proper, including but not limited to, through notice, announcement, e-mail and memorandum of any such changes.

22.

Party B shall keep the proprietary and confidential information of Party A confidential and shall abide by any confidentiality rules set forth by Party A. Party B shall not take, use of or disclose any material or information of Party A to any third party except on behalf of Party A's and with Party A's prior written consent. Party B shall execute and abide by the Non-disclosure and Non-Competition Agreement ("Confidentiality Agreement").

23.

Party B agrees that Party A may disclose his/her personal information including, but not limited to, Party B's name, address, nationality, position, payment, bank account, this Contract and its renewal and amendment, as directly or indirectly required by Party A's reasonable business and operation.

24.

In case a modification occurs in the laws and administrative regulations that govern this Contract, the corresponding part of this Contract and appendixes shall be modified accordingly. In case a major change occurs in the circumstances under which this Contract was concluded or there is any conflict between this Contract and the relevant PRC laws and regulations, so that this Contract cannot be performed anymore, the relevant part of this Contract may be modified upon agreement between Party A and Party B through amicable consultation based on the requirements of the relevant PRC laws and regulations.

25.

This Contract may be terminated upon mutual agreement between Party A and Party B in writing.

26.

Party A shall have right to unilaterally terminate this Contract with immediate effect without any prior written notice under the following circumstances, and will notify Party B of such termination:

 

26.1

The termination of this Contract during the probation period under Article 3 hereof;

 

26.2

Party B seriously violates the labor disciplines or the rules or regulations of Party A (including but not limited to the Working Rules or articles of association of Party A);

 

26.3

Party B causes serious damage to the interests of Party A due to Party B’s serious dereliction of his/her duties (including but not limited to, his/her duties under Article 7 hereof), or his/her engagement in malpractices for seeking personal gains; or

 

26.4

Party B is criminally prosecuted under the law.

27.

Party A may terminate this Contract by serving 30 days' prior written notice to Party B in any one of the following circumstances:

 

27.1

where Party B, after undergoing a legally prescribed period of medical treatment and recuperation for an illness or a non-work-related injury, remains unable to carry out the original job, and is also unfit for the job otherwise assigned to Party B by Party A;

 

27.2

where Party B is unable to fulfill the duties of his/her position to the standards required under the terms hereof or by Party A, and, despite undergoing further training or a transfer of his/her position, remains unable to do so;

 

27.3

where this Contract cannot be performed due to any major changes of any objective circumstances under which this Contract was concluded, and following consultation, Party A and Party B cannot agree upon the necessary modification to be made to this Contract.

28.

The term "major changes of any objective circumstances" stipulated in Section 27.3 includes but not limited to:

 

28.1

Merger of Party A into another business entity, or sale or transfer by Party A of substantial portion of the assets it owns to other enterprises or third parties;

 

28.2

Material adjustment in operative policy or material changes in operative situation of Party A;

 

28.3

Serious difficulty incurred in the operation of Party A;

 

28.4

Entry into the period of clearing up, or stop of manufacture or business totally or partially by Party A;

 

28.5

Declaration of bankruptcy, dissolution or liquation by Party A;

 

28.6

Decision of Party A in ceasing the research and development which directly relates to Party B's work according to the need of business development of Party A and/or the actual market situation; or

 

28.7

Laws or regulations newly promulgated by the government that makes either Party or both Parties not able to perform this Contract.

29.

Party B may resign his/her job and terminate this Contract during the Contract term with a prior written notice of 30 days to Party A. In case Party B causes economic losses to Party A that have not been completely reimbursed or due to other legally permitted reasons, Party B cannot request to terminate this Contract.  Besides, Party A shall have the right to deduct any such amount of economic losses from corresponding salary and any other remuneration due and payable to Party B under Article 15 thereof, and claim the compensation from Party B for the losses Party A suffers therefrom.

30.

In the event that Party A is close to bankruptcy or faces a bad business situation or serious difficulty in the operation, Party A shall explain the situation to its employees.  After having solicited opinions from the employees, and reported the situation to the administrative department for labor, Party A may terminate this Contract.

31.

Party A shall not terminate this Contract in accordance with Articles 27 and 30 hereof where any one of the following circumstances about Party B arises:

 

31.1

Receiving medical treatment for diseases or injuries related to work within the stipulated period of time;

 

31.2

Being a female staff member during her pregnancy, maternity and lactation; or

 

31.3

Suffering from an occupational disease or a work-related injury and having been confirmed by the labor verification committee of the municipality or district as being totally or partially unable to work after the medical treatment.

32.

In any of the following circumstances, Party B may notify Party A at any time of his/her wish to terminate this Contract:

 

32.1

Within the probation period;

 

32.2

Where Party A forces Party B to work by means of violence, intimidation, detention or illegal restriction of personal freedom;

 

32.3

Failure of Party A to pay labor remuneration or to provide working conditions as agreed under this Contract.

33.

Upon the termination of this Contract, Party B shall cease conducting any activities on Party A's behalf or complete the uncompleted matters pursuant to Party A's request, and settle all accounts with Party A. Party B shall, within 3 days of the termination of this Contract, return all the property he or she has in his/her possession but is the property of Party A. If Party B fails to complete the above hand-over procedures, Party A could refuse to handle the procedures of termination for Party B and may set-off any amounts due to Party B for the losses Party A suffers therefrom.

34.

Party A shall provide economic compensation and/or medical subsidies to Party B pursuant to relevant laws and regulations in case Party A terminates this Contract according to Article 25, 27 and 30 of this Contract and applicable laws and regulations.

35.

In case Party A fails to pay salary, economic compensation or medical subsidies to Party B according to relevant laws and regulations and stipulations of this Contract, Party A shall bear the statutory liability for indemnification to Party B.

36.

If Party B terminates this Contract in breach of the terms and conditions specified herein, Party B shall indemnify Party A for its losses incurred therefrom according to the relevant laws and regulations.

37.

Before Party B is trained or recruited by Party A at Party A’s expense, Party A may require Party B to sign agreements stating that if Party B resigns from his/her job, Party B shall at the time of resignation reimburse Party A for the training fees and recruiting fees incurred by Party A.

38.

Any dispute arising out of the interpretation and performance of this contract shall be settled through friendly consultation between the Parties.  If the parties fail to reach a solution through friendly consultation, one or both parties can bring such dispute to the competent Labor Dispute Arbitration Commission within sixty (60) days of the dispute.  In case the parties have no disagreement to the arbitral award of such Labor Dispute Arbitration Commission, such arbitral award is final and binding upon the parties.  In case any party is not satisfied with the decision of the arbitration, the party may bring a lawsuit to the court having jurisdiction.

39.

Party B has been aware of and agreed to abide by the Working Rules, which will be provided to Party B from time to time, and shall be of the same legal validity with this Contract.  However, this Contract shall prevail in the event of any conflict between the Working Rules and this Contract.

40.

Party A and Party B could execute the Agreement to Amend Employment Contract attached as Appendix B to revise partial provisions of this Contract, or conclude a new employment contract upon agreement of consultation.

41.

The invalidity and non-enforcement of any provision of this Contract shall not affect the validity of any other provision of this Contract.

42.

Failure or delay of any Party hereto to exercise a right under this Contract shall not constitute a waiver thereof.

43.

If there is any conflict between this Contract and the relevant laws and/or regulations, the provisions of the relevant laws and/or regulations shall prevail.

44.

This Contract shall become effective from the date of the execution hereof.  In case both parties do not execute this Contract on the same day, the later date shall be the effective date of this Contract.