English Translation of Employment Agreement, dated February 24, 2010, by and between Tianjin Yayi Industrial Co. Ltd. and Veronica Chen

1.

Employment, Duties and Representations

1.1

Effective as of Feb. 24, 2010, the Company hereby agrees to offer the employment of Chief Financial Officer (“CFO”) to the Executive and the Executive hereby accepts such employment subject to the terms and conditions set forth in this Agreement. During the term of this Agreement, the Executive shall make herself available to the Yayi Group to pursue its business, subject to the supervision and direction of the Board of Directors of the Company and Yayi International Inc.

1.2

The Company will employ the Executive as Yayi Group’s CFO full time. The Executive shall not accept any other employment (full time/part time) that is not related to this position. The scope and responsibilities of the CFO shall include the following businesses for Yayi Group:

a.

To proactively contact and market Yayi Group to the investment communities and to establish good relationships with current and potential investors of Yayi Group and effectively communicate with such thereof;

b.

To properly provide information regarding current activities of Yayi Group to the relevant external parties, including banks, funds and investors;

c.

To formulate and implement relevant policies, procedures and strategies to ensure the realization of Yayi Group’s financial strategy;

d.

To establish a strong financial system and strict internal control;

e.

To supervise all financial activities to ensure their compliance with applicable laws and Yayi Group’s policies and charter documents;

f.

To be responsible for providing financial statements timely and accurately in compliance with US GAAP;

g.

To establish and direct a mechanism for solving financial problems timely;

h.

To establish and direct a mechanism for reducing costs and increasing efficiency;

i.

To be responsible for Yayi Group’s financial planning;

j.

To participate in the business development and strategic planning of Yayi Group;

k.

To introduce investment policies for implementation of investment strategies based on investment guidelines and to manage investment transactions thereof;

l.

To carry out strategic acquisition, capital management, and financing, pursuant to the requirements of the Board of Directors of the Company and Yayi International;

m.

To provide advice to the Executive Management Team and Board of Directors on financial issues of Yayi Group;

n.

To quickly familiarize herself with relevant rules and regulations in the US and China and to be responsible for enacting and implementing the tax strategic planning for Yayi Group;

o.

Other responsibilities stipulated by the Board of Directors;

(1)

To ensure that the established plan could create the maximum value for Yayi Group based on the current business status;

a.

To constantly evaluate such plan’s potential for value creation;

b.

To ensure that such plan is in direct connection with the main issues and conduct evaluation repeatedly based on various assumptions and reasons that could occur in business operations and provide external information for reference with respect to value creation (e.g. certain business’ value for other possible owners);

c.

To provide expert opinions to CEO and division supervisors in connection with major proposals;

d.

To establish financial measurement standard and supervision system to keep track of progress thereof;

(2)

To assist in establishing shareholder value; an expansion strategy for Yayi Group and creating greater

a.

To provide comments for market opportunities that are closely related to the current business;

b.

To evaluate Yayi Group’s capacity to take advantage of such opportunities and its asset conditions thereof, and propose suggestions to offset such incapacity if any;

c.

To evaluate specific proposals in terms of business and financial aspects.

(1)

To propose recommendations in terms of capital whose value is created by opportunities and dividend policies;

(2)

To design and manage to explain Yayi Group’s strategic points and operation plans to investors and financial industry;

(3)

To negotiate and perform all major financial deals, including loans, stock issuance and stock buy-back.

To coordinate and establish short term budget;

To define main incentive standard in each business division;

To ensure each business division has complete management control;

To evaluate incentives in each business division along with the CEO and division supervisors.

(1)

To ensure all reports for external use are complete and obligations are fulfilled;

To establish control system to ensure property safety for Yayi Group;

(3)

To ensure completeness and high efficiency for cash management, accounts receivable and accounts payable;

(4)

To perform all tax related duties;

(5)

To seek opportunities to lower tax obligations for Yayi Group;

(6)

To establish close contact and relationship with banks that hold accounts for Yayi Group;

(7)

To manage risk management plans for Yayi Group.

financial institution (banks and investment banks);

external auditors;

supervising institutions and tax authorities.

1.3

Pursuant to the requirements such position entails, the Executive shall perform and fulfill her responsibilities diligently and competently.

1.4

The Board of Directors of the Company or Yayi International may assign the Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with the Executive’s position as CFO of the Company.

2.

Compensation and Benefits

2.1

Cash Compensation

2.2

Option

2.3

Insurance and Welfare

2.3.1

During the Agreement term, both Parties shall contribute various social security funds, such as pension, unemployment and work accidents as required by state, provincial and municipal regulations. Meanwhile, the Company shall periodically notify the Executive of the status for the contribution of social insurance funds.

2.3.2

The Company shall provide “Five Periods” work-related welfare (period, pregnancy, birth, lactation and menopause) for female employees and medical treatment shall the Executive abides by the “One Family One Child” policy in accordance with regulations on the state, provincial and municipal level.

2.3.3

In the event the Executive suffers any disease or work-related injuries during the contract term, the salary for her sick leaves, disease relief fees and other fees for medical treatment provided shall be implemented according to the standard not lower than the State, provincial and municipal mandatory standards.

2.3.4

In the event of the Executive’s demise, whether it is work-related, such relevant compensations shall be paid by the social security or the Company respectively in accordance with regulations as stipulated by the State or the municipality thereof.

2.3.5

During the period which the Company stops operation and production due to reasons not attributable to the Executive, benefits for various leaves, social insurance and medical treatment entitled to the Executive in accordance with regulations as stipulated by the State shall remain unchanged.

2.3.6

Other social welfares and benefits which the Executive may enjoy shall be implemented in accordance with the rules and regulations promulgated by the Company according to laws and regulations.

2.4

The Executive shall pay individual taxes pursuant to regulations of the competent tax authorities, and the Company shall deduct a corresponding amount from the monthly salary of the Executive and pay such amount on behalf of the latter to the relevant tax authorities.

2.5

Other than the stipulated compensation and bonuses as stated above, Yayi Group is not obligated to pay other fees in relation with the Executive’s fulfillment of her duties stated herein.

3.

Term and Termination

3.1

The term of this Agreement is for a period of 3 years, beginning on Feb. 24, 2010 and

terminating on Feb. 23, 2013.

3.2 The Executive, by notice to the Company 30 days in advance, may terminate this Agreement if one of following with respect to the Company occurs:

Failure to provide work protection or conditions as agreed to in this Agreement;

Failure to pay compensation or reimbursement in full and on time;

Failure to contribute social insurance fees on behalf of the Executive;

Establishing regulations in violation of laws and regulations which are detrimental to the Executive;

Liquidation, bankruptcy or other events that would entitle the Executive to terminate the Agreement as stated by laws and regulations.

3.3 The Company may terminate the agreement immediately without paying any compensation if one of the following with respect to Executive occurs.

proved to be not qualified for this position during the probation period;

materially breaching Yayi Group’s rules and regulations and the refusal to carry out the written instructions by the Board of Directors of Yayi International;

intentional fraud and dishonest actions by the Executive (“dishonest" shall mean the Executive's knowingly making of a material misstatement to the Board of Directors for the purpose of obtaining direct personal benefit);

establishing an employment relationship during the term of this Agreement by the Executive with another company, causing negative impact on the process of completing the duties stated herein under this Agreement or refusing to remediate the damages after being requested by the Company;

conviction of any crime by the Executive

3.4 The Company, by written notice to the Executive 30 days in advance or paying an extra month salary to the Executive, may terminate the agreement if one the following with respect to Executive occurs.

Failure to conduct the original work or the work assigned alternatively by the Company after the medical treatment period resulted from an illness or non-work related injuries;

Incompetent for the work even after additional training procedures or being assigned to another position;

Conditions based upon which this Agreement is signed have materially changed which make it impracticable to perform, and after negotiations between the Company and the Executive no agreement as to modification of this Agreement can be reached.

(a)

The Company violates the provisions of the Agreement and unilaterally terminate this Agreement, unless otherwise provided by this Agreement;

(b)

The Executive resigns without consent from the Company.

6.2 In the event of any claims, litigation or other proceedings arising under this Agreement (including, among others, arbitration under Article 3.4), the Executive shall be reimbursed by the Company within thirty (30) days after delivery to the Company of statements for the costs incurred by the Executive in connection with the analysis, defense and prosecution thereof, including reasonable attorneys' fees and expenses; provided, however, that Executive shall reimburse the Company for all such costs if it is determined by a non-appealable final decision of a court of law that the Executive acted in bad faith with the intent to cause material damage to the Company in connection with any such claim, litigation or proceeding.

6.3 The Company, shall to the fullest extent permitted by law, indemnify the Executive for any liability, damages, losses, costs and expenses arising out of alleged or actual claims (collectively, "Claims") made against the Executive for any actions or omissions as an officer and/or director of the Company or its subsidiary. To the extent that the Company obtains director and officers insurance coverage for any period in which the Executive was an officer, director or consultant to the Company, the Executive shall be a named insured and shall be entitled to coverage thereunder.

6.4 All questions with respect to the construction of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the laws of China applicable to agreements made and to be performed entirely in Tianjin, China.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by:

/s/ Liu Li

Director/CEO

Signed by:

/s/ Chen Jing