Unassociated Document


    Jingwei
      International Limited

    


    Offer
      letter

    


    May
      12,
      2008

    


    To:
      Mr.
      John Bi

    


    Dear
      Mr.
      Bi:

    


    I
      am
      pleased to offer you a position as the Chief Financial Officer for Jingwei
      International Limited, a US public company. You will be reporting directly
      to
      the Chairman, Mr. Du Jian Guo.

    


    Your
      compensation will be 660,000 RMB per annum on a gross basis. As part of the
      compensation, the company will grant you a total of 200,000 shares of stock
      options over 3 years. At the beginning of each year, you will be issued 50,000
      option shares. At the end of each year, a bonus of 16,667 shares will be issued
      to you based on you performance. The option price will be determined at the
      time
      of the issuance. Upon signing of this offer letter, 50,000 of the stock option
      shares, deemed as the 1st
      year
      grant, will be issued to you at the price of $4.90. 

    


    The
      company will reimburse you on the followings:

    a)
      reimbursement of annual maximum 50,000 RMB for your pension package

    b)
      reimbursement of annual maximum 35,000 RMB for your medical
      solutions

    c)
      An
      annual paid leave of 20 working days. Pro rata will be needed if you do not
      complete a full year service.

    


    Your
      are
      expected to take care of your insurance needs since you are a foreigner in
      China.

    


    Your
      employment commitment with Jingwei international is 3 years. 

    


    Your
      starting date will be May 19, 2008 and your main work locations will be at
      Tower
      A 1605 Tian An Digital City in Shenzhen and CBD in Beiijing for the first year.
      After the first year, your main work location can be in Shanghai. However,
      you
      are required to travel to Shenzhen during quarterly and annualy reporting period
      to facilitate the filing of 10Q and 10K. 

    


    As
      CFO,
      your main responsibilities are as follows:

    


    
      	 	
              1.

            	
              Internal
                and external financial reporting for the public
                company

            


    

    
      	 	
              2.

            	
              Consolidation
                of all subsidiaries’ financial
                reporting

            


    

    
      	 	
              3.

            	
              Work
                with and manage external auditors and lawyers for public company
                reportings to ensure timely submission of quarterly and annual filing
                with
                SEC. 

            


    

    
      	 	
              4.

            	
              Laises
                with investors and managing financing needs for the
                company

            


    

    
      	 	
              5.

            	
              Devise
                financial policy for the company

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              Oversee
                Sox 404 implementation

            


    

    
      	 	
              7.

            	
              Oversee
                financial control and risk
                management

            


    

    
      	 	
              8.

            	
              Oversee
                financing needs of the company and provide strategic financials
                information and recommendations to the
                board

            


    

    
      	 	
              9.

            	
              Provide
                operational performance reporting and
                analysis

            


    

    
      	 	
              10.

            	
              Corporate
                planning, forecasting and cost
                reporting.

            


    

    
      	 	
              11.

            	
              Projections
                and forecasts

            


    

    
      	 	
              12.

            	
              Due
                diligence related to mergers or
                acquisitions

            


    

    
      	 	
              13.

            	
              Assistance
                in tax efficient structuring of a sale or
                acquisition

            


    

    
      	 	
              14.

            	
              Budgeting

            


    

    
      	 	
              15.

            	
              Technology
                needs analysis

            


    

    
      	 	
              16.

            	
              Screening
                candidates for accounting positions

            


    

    
      	 	
              17.

            	
              Tax
                planning

            


    

    
      	 	
              18.

            	
              Selecting
                tax entities for new ventures

            


    

    
      	 	
              19.

            	
              Additional
                responsibilities will be added when necessary.


            


    

    


    Besides
      your responsibilities, you have an obligation to keep all company information
      confidential. You should be working for the company full time and should not
      be
      engaged in activities on behalf of other companies. 

    


    On
      behalf
      of the management team, wellcome and we are looking forward to working with
      you.
      Please sign your name below to indicate your acceptance of this offer.


    


    Sincerely
      yours,

    


      

    


    Geroge
      Du

    Chairman
      of the Baord

    Jingwei
      International Limited

    


    


    I
      accept
      the above offer

    


    


    /s/
      John Bi            

    John
      Bi.
      May 12 , 2008