Unassociated Document


    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”), is dated as of June 13, 2008 by and
      between Gao Zhentao, residing in 301 Hailong Street, Hanting District,
Weifang,
      Shandong Province, The People’s Republic of China (“Executive”),
      and
      Yuhe International, Inc. (the “Company”),
      a
      Nevada corporation.

     

    WHEREAS,
      the Company believes that Executive provides unique management services for
      the
      Company and its subsidiaries and wishes to retain the services of Executive
      in
      the capacity of Chief Executive Officer of the Company and its Subsidiaries;
      and

    


    WHEREAS,
      the Company and Executive have reached an understanding with respect to
      Executive’s employment with the Company for a three year period; and


    


    WHEREAS,
      the Company and Executive desire to evidence their agreement in writing and
      to
      provide for the employment of Executive by the Company on the terms set forth
      below herein.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the foregoing facts, the mutual covenants and
      agreements contained herein and other good and valuable consideration, the
      parties hereby agree as follows:

     

    1. Duties
      and Scope of Employment.

     

    1.1 The
      Company hereby agrees to the employment of Executive in the capacity of Chief
      Executive Officer of the Company and its subsidiaries, and Executive hereby
      accepts such employment on the terms and conditions contained in the Agreement,
      for an initial period (the “Initial
      Term”)
      beginning upon the Closing and continuing for a period of three years thereafter
      unless earlier terminated in accordance with Section 3 of this Agreement.
      Following the Initial Term, the employment relationship commenced pursuant
      to
      this Agreement may, by express or implied agreement, continue, renewable on
      an
      annual basis, or terminable by either party as below. Executive’s
      employment with the Company is “at-will”
and
      either Executive or the Company may terminate Executive’ s employment with the
      Company in writing to the other party for any reason or for no reason, at any
      time, subject to the provisions of Section 3 of this Agreement. 

     

    1.2 Executive
      shall be employed on a full time basis, shall devote his full business efforts
      and time to the Company and its subsidiaries, and shall have such reasonable,
      usual and customary duties of such office and title as may be delegated to
      Executive from time to time by the Company’s Board of Directors. 

     

    1.3 Executive
      agrees to the best of his ability and experience that he will at all times
      faithfully perform all of the duties and obligations required of and from
      Executive, consistent and commensurate with Executive’s position, pursuant to
      the terms hereof. During the term of Executive’s employment relationship with
      the Company, Executive will not directly or indirectly engage or participate
      in
      any business that is competitive in any manner with the business of the Company
      or its subsidiaries. Nothing in this Agreement will prevent Executive from
      (i)
      making personal investments in, and sitting on the board of directors or board
      of advisors of, businesses that are not competitive with the business of the
      Company or its subsidiaries, (ii) accepting speaking or presentation engagements
      in exchange for honoraria or from serving on boards of charitable organizations,
      or (iii) from owning no more than 1% of the outstanding equity securities of
      a
      corporation whose stock is listed on a national stock exchange or the Nasdaq
      Global Market, provided that such activities listed in (i) through (iii) do
      not
      materially interfere with Executive’s obligations to the Company and its
      subsidiaries as described above. Executive will comply with and be bound by
      the
      Company’s operating policies, procedures and practices as provided in writing to
      Executive from time to time and in effect during the term of Executive’s
      employment. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 Executive
      represents and warrants to the Company that he is under no obligations or
      commitments, whether contractual or otherwise, that are inconsistent with his
      obligations under this Agreement. Executive represents and warrants that he
      will
      not use or disclose, in connection with his employment by the Company, any
      trade
      secrets or other proprietary information or intellectual property in which
      Executive or any other person has any right, title or interest and that his
      employment by the Company as contemplated by this Agreement will not infringe
      or
      violate the rights of any other person or entity. Executive represents and
      warrants to the Company that he has returned all property and confidential
      information belonging to any prior employers. 

     

    1.5 Executive
      acknowledges that the nature of his responsibilities may require domestic and
      international travel away from time to time.

     

    2. Compensation
      and Benefits.

     

    2.1 Executive
      shall receive a monthly base salary of RMB 100,000, which is equivalent to
      RMB
      1,200,000 on an annualized basis, less payroll deductions and all required
      withholdings. Executive’s monthly base salary will be payable pursuant to the
      Company’s normal payroll practices, will be reviewed on an annual basis by the
      Compensation Committee of the Company’s Board of Directors (the “Compensation
      Committee”)
      and
      may be increased during the Initial Term on each anniversary of the effective
      date of this Agreement, at the discretion of the Compensation Committee.
      Notwithstanding the foregoing, Executive’s monthly salary may be allocated among
      and payable by the Company or its subsidiaries in such amounts as are determined
      by the Company’s Board of Directors. 

     

    2.2 The
      Company shall pay to Executive such bonuses as may be determined from time
      to
      time by the Compensation Committee. The amount of annual bonus payable to
      Executive may vary at the discretion of the Compensation Committee. In
      determining the annual bonus to be paid to Executive, the Compensation Committee
      may, consider all factors they deem to be relevant and appropriate.

     

    2.3 Intentionally
      blank.

     

    2.4 During
      his employment, Executive shall be entitled to such insurance and other benefits
      including, among others, medical and disability coverage and life insurance
      as
      are afforded to other senior executives of the Company, subject to applicable
      waiting periods and other conditions and to applicable law. 

     

    
      
        
        

      

      
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    2.5 During
      his employment, Executive will be eligible for four weeks vacation each year,
      which vacation shall accrue ratably over each calendar year and pro-rata during
      any partial year of employment, subject to a maximum accrual at any time of
      eight weeks vacation.

     

    2.6 During
      his employment, the Executive shall be eligible to participate in any employee
      benefit plans maintained by the Company for other executive officers, subject
      in
      each case to the generally applicable terms and conditions of the plan in
      question, the determinations of any person or committee administering such
      plan,
      and any applicable law. 

     

    2.7 During
      his employment, the Executive shall be authorized to incur necessary and
      reasonable travel, entertainment and other business expenses in connection
      with
      his duties hereunder. The Company shall reimburse the Executive for such
      expenses upon presentation of an itemized account and appropriate supporting
      documentation, all in accordance with the Company’s generally applicable
      policies.

     

    3. Termination
      of Employment.

     

    3.1 If
      Executive’s employment terminates for any reason, Executive shall not be
      entitled to any payments, benefits, damages award or compensation other than
      as
      provided in this Agreement.

     

    3.2 During
      the Initial Term, the employment relationship may be terminated as follows:
      (i)
      by Executive for any reason or for Good Reason (as defined in Section 3.6
      below), upon at least sixty (60) days’ written notice to the Company, effective
      as of the date set forth in such notice or such earlier date determined by
      the
      Company following such notice, and subject to Section 3.4 below; (ii) by the
      Company without Cause (as defined in Section 3.5 below), upon at least sixty
      (60) days’ written notice to Executive, effective as of the date set forth in
      such notice or such earlier date determined by Executive following such notice,
      and subject to Section 3.4 below; and (iii) by the Company for Cause with
      immediate effect; and (iv) upon Executive’s death or Disability (as defined in
      Section 3.7 below) with immediate effect. Following the Initial Term, the
      employment relationship may be terminated by Executive or the Company in
      accordance with the notice policies of the Company in existence at the time
      of
      termination. 

     

    3.3 If
      Executive’s employment terminates for any reason at any time, including but not
      limited to Executive’s voluntary election to terminate his employment with or
      without Good Reason, termination by the Company with or without Cause, or upon
      Executive’s death or Disability, Executive (or Executive’s estate in the case of
      death) will receive payment(s) for all salary and unpaid vacation accrued as
      of
      the date of Executive’s termination of employment, and shall be entitled to all
      accrued benefits and to any additional benefits pursuant to the Company plans
      or
      policies in effect at the time of termination or as required by law, less all
      required withholdings. Executive shall be entitled to separation benefits in
      the
      event of termination of his employment only as provided in Section 3.4
      below.

     

    
      
        
        

      

      
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    3.4 If
      during
      the Initial Term the Company terminates Executive’s employment without Cause
      other than in circumstances of Executive’s death or Disability, or if during the
      Initial Term Executive terminates his employment for Good Reason, provided
      Executive signs a general release of all claims against the Company and related
      parties within sixty (60) days of such termination, Executive will be entitled
      to receive the following separation benefits: (i) continuation of Executive’s
      then current monthly base salary, less applicable withholding taxes, if any,
      for
      a period of twelve (12) months, or, at the Company’s option, a lump sum payment
      of an amount equal to twelve (12) months of Executive’s then current annual base
      salary, less applicable withholding taxes, if any, effective as of the effective
      date of Executive’s execution of the general release of claims. All separation
      benefits provided under this Section 3.4 will commence (or be payable if payable
      in a lump sum) on or before ten (10) business days after the effective date
      of
      Executive’s general release of all claims.

     

    3.5 
      For
      purposes of this Agreement, “Cause” for Executive’s termination will exist at
      any time after the happening of one or more of the following events:


     

    (A) Executive’s
      continued failure to substantially perform Executive’s duties, including
      Executive’s refusal to comply in any material respect with the legal directives
      of the Board of Directors so long as such directives are not inconsistent with
      the Executive’s position and duties, and such refusal to comply is not remedied
      within ten (10) working days after written notice from the Board of Directors,
      which written notice shall state that failure to remedy such conduct may result
      in termination for Cause; or

     

    (B) Executive’s
      dishonest or fraudulent conduct, or deliberate attempt to do an injury to the
      Company or any of its subsidiaries, or conduct that materially discredits the
      Company or any of its subsidiaries or is materially detrimental to the
      reputation of the Company or any of its subsidiaries, including conviction
      of a
      felony; or 

     

    (C) Executive’s
      breach of any element of the Confidentiality Agreement (as defined in Section
      4
      below), including without limitation, Executive’s theft or other
      misappropriation of proprietary information of the Company or any of its
      subsidiaries. 

     

    3.6 For
      purposes of this Agreement, “Good Reason” for Executive to terminate his
      employment shall exist if Executive voluntarily resigns after having provided
      the Company with written notice of any of the following circumstances within
      thirty (30) days of the
      initial
      existence of any of the following circumstances:
      

     

    (A) a
      material reduction in Executive’s job position or responsibilities to a position
      or to responsibilities substantially lower than the position and
      responsibilities assigned to Executive upon commencement of the employment
      relationship pursuant to this Agreement which has not been cured by the Company
      within thirty (30) calendar days after notice of such occurrence is given by
      Executive to the Company; 

     

    (B) a
      failure
      by the Company to comply with any provision of Section 2 of this Agreement
      which
      has not been cured within fifteen (15) calendar days after notice of such
      noncompliance has been given by Executive to the Company or if such failure
      is
      not capable of being cured in such time, a cure shall not have been diligently
      initiated by Company within such fifteen (15) calendar day period; and


     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.7 “Disability”
      as used herein means Executive’s inability to discharge a material portion of
      his responsibilities as set forth in Section 1 on account of a physical or
      mental disability for either four (4) consecutive months or six (6)
      non-consecutive months during a 12-month period. A termination of Executive’s
      employment due to Disability will exist upon Executive’s Disability and the
      Company’s election to terminate Executive’s employment.

     

    4. Protection
      of Confidential Information; Non-Competition.

     

    4.1 Executive
      shall sign, or has signed, a Confidential Information and Invention Assignment
      Agreement (the “Confidentiality
      Agreement”)
      attached hereto as Exhibit
      A.
      Executive hereby represents and warrants to the Company that he has complied
      with all obligations under the Confidentiality Agreement and agrees to continue
      to abide by the terms of the Confidentiality Agreement and further agrees that
      the provisions of the Confidentiality Agreement shall survive any termination
      of
      this Agreement or of Executive’s employment relationship with the Company.


     

    4.2 Executive
      hereby agrees that he shall not, during his employment pursuant to this
      Agreement and for a period of twelve (12) months thereafter, do any of the
      following without the prior written consent of the Board of Directors:


     

    (a) carry
      on
      any business or activity (whether directly or indirectly, as a partner,
      shareholder, principal, agent, director, affiliate, employee or consultant)
      in
      any parts of the Peoples’ Republic of China where the Company or any of its
      subsidiaries conduct their business, which is competitive with the business
      conducted by the Company or any of its subsidiaries (as conducted now or as
      those businesses come to be conducted during the term of Executive’s
      employment), nor engage in any other activities that conflict with Executive’s
      obligations to the Company and its subsidiaries.

     

    (b) solicit
      or influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of the products and/or
      services of the Company or any of its subsidiaries to any person, firm,
      corporation, institution or other entity in competition with the business of
      the
      Company or any of its subsidiaries.

     

    (c) solicit
      or influence or attempt to influence any person employed by or a consultant
      to
      the Company or any of its subsidiaries to terminate or otherwise cease his
      employment or consulting relationship with the Company or any of its
      subsidiaries or become an employee of any competitor of the Company or its
      subsidiaries. 

     

    (d) Executive
      agrees that breach of this Section 4.2 will cause substantial injury to the
      Company for which money damages will not provide an adequate remedy, and
      Executive agrees that the Company shall have the right to obtain injunctive
      relief, including the right to have this Section 4.2 specifically enforced
      by
      any court having equity jurisdiction, in addition to, and not in limitation
      of,
      any other remedies available to the Company under applicable law.

    


    (e) The
      restrictions in Section 4.2(a) to (c) are regarded by the Company and Executive
      as fair and reasonable, and the Company and Executive hereby expressly confirm,
      declare and represent to each other that they are so regarded by them. However,
      it is hereby declared that each of the restrictions in this Section 4.2 is
      intended to be separate and severable. If any restriction is held to be
      unreasonably wide but would be valid if part of the wording were to be deleted
      or the range of activities or businesses were to be reduced in scope, such
      restriction will apply with so much of the wording deleted or modified as may
      be
      necessary to make it valid. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. Successors.
      

     

    5.1 This
      Agreement shall be binding upon any successor (whether direct of indirect and
      whether by purchase, lease, merger, consolidation, liquidation or otherwise)
      to
      all or substantially all of the Company’s business and/or assets. For all
      purposes under this Agreement, the term “Company” shall include any successor to
      the Company’s business and/or assets, which becomes bound by this Agreement.


     

    5.2 This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of, and be enforceable by, the Executive’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees. 

     

    6. Indemnification. 
      The
      Company will indemnify and defend Executive to the maximum extent permitted
      by
      law, provided the Executive enters into the Company’s standard form of
      Indemnification Agreement giving him such protection. Pursuant to the
      Indemnification Agreement, the Company will agree to advance any expenses for
      which indemnification is available to the extent allowed by applicable
      law.

     

    7. Miscellaneous
      Provisions.

     

    7.1 All
      notices provided for in this Agreement shall be in writing, and shall be deemed
      to have been duly given when delivered personally to the party to receive the
      same, when transmitted by electronic means, or when mailed first class postage
      prepared, by certified mail, return receipt requested, addressed to the party
      to
      receive the same at his or its address set forth below, or such other address
      as
      the party to receive the same shall have specified by written notice given
      in
      the manner provided for in this Section 7.1. All notices shall be deemed to
      have
      been given as of the date of personal delivery, transmittal or mailing
      thereof.

     

    If
      to
      Executive:       

    Mr.
      Gao
      Zhentao

    301
      Hailong Street

    Hanting
      District

    Weifang,
      Shandong Province

    The
      People’s Republic of China

    


    If
      to the
      Company:   

    Yuhe
      International, Inc.

    301
      Hailong Street

    Hanting
      District

    Weifang,
      Shandong Province

    The
      People’s Republic of China

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    7.2 No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by the
      Executive and by an authorized officer of the Company (other than the
      Executive). No waiver by either party of any breach of, or of compliance with,
      any condition or provision of this Agreement by the other party shall be
      considered a waiver of any other condition or provision or of the same condition
      or provision at another time. In
      addition, to the extent that this Agreement and the benefits it provides are
      or
      become subject to Internal Revenue Code Section 409A(a)(1), Executive and the
      Company agree to cooperate to make such amendments to the terms of this
      Agreement as may be necessary to avoid the imposition of penalties and
      additional taxes under Section 409A of the Code; provided however, that
      Executive and the Company agree that any such amendment shall not (i) materially
      increase the cost to, or liability of, the Company with respect to any payments
      under this Agreement, or (ii) materially decrease the value of benefits provided
      to you under this Agreement.

     

    7.3 No
      other
      agreements, representations or understandings (whether oral or written) which
      are not expressly set forth in this Agreement have been made or entered into
      by
      either party with respect to the subject matter of this Agreement. This
      Agreement and the Confidentiality Agreement contain the entire understanding
      of
      the parties with respect to the subject matter hereof.

     

    7.4 All
      Payments made under this Agreement shall be subject to reduction to reflect
      taxes of other charges required to be withheld by law.

     

    7.5 The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of California (except provisions governing the choice
      of
      law).

     

    7.6 The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

     

    7.7 This
      Agreement and all rights and obligations of the Executive hereunder are personal
      to the Executive and may not be transferred or assigned by the Executive at
      any
      time. The Company may assign its rights under this Agreement to any entity
      that
      assumes the Company’s obligations hereunder in connection with any sale or
      transfer of all or a substantial portion of the Company’s assets to such
      entity.

     

    7.8 Any
      dispute or claim arising out of or in connection with this Agreement will be
      finally settled by binding arbitration in Hong Kong in accordance with the
      rules
      of the Hong Kong International Arbitration Centre by one arbitrator appointed
      in
      accordance with said rules. The Executive and the Company shall split the cost
      of the arbitration filing and hearing fees and the cost of the arbitrator.
      The
      arbitrator will award attorneys fees to the prevailing party. The arbitrator
      shall apply California law, without reference to rules of conflicts of law
      or
      rules of statutory arbitration, to the resolution of any dispute. Judgment
      on
      the award rendered by the arbitrator may be entered in any court having
      jurisdiction thereof. Notwithstanding the foregoing, the parties may apply
      to
      any court of competent jurisdiction for preliminary or interim equitable relief,
      or to compel arbitration in accordance with this paragraph, without breach
      of
      this arbitration provision. This Section 7.8 shall not apply to any dispute
      or
      claim relating to the Confidentiality Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7.9 The
      headings of the paragraphs contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      any provision of this Agreement.

     

    7.10 This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    SIGNATURE
      PAGE FOLLOWS


    
      
        
        

      

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

     

    
      	
              “COMPANY”

            	
               

            	
               

            	
              “EXECUTIVE”

            
	
               

            	
               

            	
               

            	
               

            
	
              YUHE
                INTERNATIONAL, INC.

            	
               

            	
               

            	
              Gao
                Zhentao

            
	
               

            	
               

            	
               

            	
               

            
	
              By: 
                /s/ Gao Zhentao

            	
               

            	
               

            	
              By: 
                /s/ Gao Zhentao

            
	
              
                

              

            	
               

            	
               

            	
              
                
                  

                

              

            
	
              Title:
                Director

            	
               

            	
               

            	
               

            
	
              
                
                  

                

              

            	
               

            	
               

            	
               

            


    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    CONFIDENTIALITY
      AGREEMENT

    


    YUHE
      INTERNATIONAL, INC.

     

    CONFIDENTIAL
      INFORMATION AND

    INVENTION
      ASSIGNMENT AGREEMENT

    


    As
      a
      condition of my becoming employed (or my employment being continued) by Yuhe
      International, Inc., a Nevada corporation (the “Company”),
      and
      in consideration of my employment or consulting relationship with the Company
      and my receipt of the compensation now and hereafter paid to me by the Company,
      I agree to the following:

     

    1. Employment
      or Consulting Relationship.
      I
      understand and acknowledge that this Agreement does not alter, amend or expand
      upon any rights I may have to continue in the employ of, or in the duration
      of
      my employment with, the Company under any existing agreements between the
      Company and me or under applicable law. Any employment relationship between
      the
      Company and me, whether commenced prior to or upon the date of this Agreement,
      shall be referred to herein as the “Relationship.”

     

    2. Duties.
      I will
      perform for the Company and its subsidiaries such duties as may be designated
      by
      the Company from time to time. During the Relationship, I will devote my best
      efforts to the interests of the Company and its subsidiaries and will not engage
      in other employment or in any activities detrimental to the best interests
      of
      the Company and its subsidiaries without the prior written consent of the
      Company.

     

    3. At-Will
      Relationship.
      I
      understand and acknowledge that except as otherwise provided in the Employment
      Agreement dated June 13, 2008 between the Company and me, my Relationship with
      the Company is at-will, as defined under applicable law, meaning that either
      I
      or the Company may terminate the Relationship at any time for any reason or
      no
      reason, without further obligation or liability.

    


    4. Confidential
      Information.

     

    (a) Company
      Information.
      I agree
      at all times during the term of my Relationship with the Company and thereafter,
      to hold in strictest confidence, and not to use, except for the benefit of
      the
      Company to the extent necessary to perform my obligations to the Company under
      the Relationship, or to disclose to any person, firm, corporation or other
      entity without written authorization of the Board of Directors of the Company,
      any Confidential Information of the Company and its subsidiaries which I obtain
      or create. I further agree not to make copies of such Confidential Information
      except as authorized by the Company. I understand that “Confidential
      Information”
means
      any Company proprietary information, technical data, trade secrets or know-how,
      including, but not limited to, research, product plans, products, services,
      suppliers, customer lists and customers (including, but not limited to,
      customers of the Company and its subsidiaries on whom I called or with whom
      I
      became acquainted during the Relationship), prices and costs, markets, software,
      developments, inventions, laboratory notebooks, processes, formulas, technology,
      designs, drawings, engineering, hardware configuration information, marketing,
      licenses, finances, budgets or other business information disclosed to me by
      the
      Company and its subsidiaries either directly or indirectly in writing, orally
      or
      by drawings or observation of parts or equipment or created by me during the
      period of the Relationship, whether or not during working hours. I understand
      that Confidential Information includes, but is not limited to, information
      pertaining to any aspect of the Company’s and its subsidiaries' business which
      is either information not known by actual or potential competitors of the
      Company and its subsidiaries or other third parties not under confidentiality
      obligations to the Company and its subsidiaries, or is otherwise proprietary
      information of the Company and its subsidiaries or its customers or suppliers,
      whether of a technical nature or otherwise. I further understand that
      Confidential Information does not include any of the foregoing items, which
      has
      become publicly and widely known and made generally available through no
      wrongful act of mine or of others who were under confidentiality obligations
      as
      to the item or items involved.

     

    
      
        
        

      

      
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    (b) Prior
      Obligations.
      I
      represent that my performance of all terms of this Agreement as an employee
      of
      the Company has not breached and will not breach any agreement to keep in
      confidence proprietary information, knowledge or data acquired by me prior
      or
      subsequent to the commencement of my Relationship with the Company, and I will
      not disclose to the Company and its subsidiaries or use any inventions,
      confidential or non-public proprietary information or material belonging to
      any
      current or former client or employer or any other party. I will not induce
      the
      Company and its subsidiaries to use any inventions, confidential or non-public
      proprietary information, or material belonging to any current or former client
      or employer or any other party. 

     

    (c) Third
      Party Information.
      I
      recognize that the Company and its subsidiaries have received and in the future
      will receive confidential or proprietary information from third parties subject
      to a duty on the Company’s and its subsidiaries’ part to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. I agree to hold all such confidential or proprietary information
      in
      the strictest confidence and not to disclose it to any person, firm or
      corporation or to use it except as necessary in carrying out my work for the
      Company and its subsidiaries consistent with the Company’s and its subsidiaries’
agreement with such third party.

     

    5. Inventions.

     

    (a) Inventions
      Retained and Licensed.
      I have
      attached hereto, as Exhibit
      (i),
      a list
      describing with particularity all inventions, original works of authorship,
      developments, improvements, and trade secrets which were made by me prior to
      the
      commencement of the Relationship (collectively referred to as “Prior
      Inventions”),
      which
      belong solely to me or belong to me jointly with another, which relate in any
      way to any of the Company’s and its subsidiaries' proposed businesses, products
      or research and development, and which are not assigned to the Company
      hereunder; or, if no such list is attached, I represent that there are no such
      Prior Inventions. If, in the course of my Relationship with the Company, I
      incorporate into a Company product or its subsidiaries product, process or
      machine a Prior Invention owned by me or in which I have an interest, the
      Company is hereby granted and shall have a non-exclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with the right to sublicense) to
      make, have made, copy, modify, make derivative works of, use, sell and otherwise
      distribute such Prior Invention as part of or in connection with such product,
      process or machine.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    (b) Assignment
      of Inventions.
      I agree
      that I will promptly make full written disclosure to the Company, will hold
      in
      trust for the sole right and benefit of the Company, and hereby assign to the
      Company, or its designee, all my right, title and interest throughout the world
      in and to any and all inventions, original works of authorship, developments,
      concepts, know-how, improvements or trade secrets, whether or not patentable
      or
      registrable under copyright or similar laws, which I may solely or jointly
      conceive or develop or reduce to practice, or cause to be conceived or developed
      or reduced to practice, during the period of my Relationship with the Company
      (collectively referred to as “Inventions”),
      except as provided in Section 5(e) below. I further acknowledge that all
      Inventions which are made by me (solely or jointly with others) within the
      scope
      of and during the period of my Relationship with the Company are “works
      made for hire”
(to
      the
      greatest extent permitted by applicable law) and are compensated by my salary
      (if I am an employee), unless regulated otherwise by the mandatory law of
      California.

     

    (c) Maintenance
      of Records.
      I agree
      to keep and maintain adequate and current written records of all Inventions
      made
      by me (solely or jointly with others) during the term of my Relationship with
      the Company. The records may be in the form of notes, sketches, drawings, flow
      charts, electronic data or recordings, laboratory notebooks, and any other
      format. The records will be available to and remain the sole property of the
      Company at all times. I agree not to remove such records from the Company’s
      place of business except as expressly permitted by Company policy which may,
      from time to time, be revised at the sole election of the Company for the
      purpose of furthering the Company’s business. I agree to return all such records
      (including any copies thereof) to the Company at
      the
      time of termination of my Relationship with the Company as provided for in
      Section 6.

     

    (d) Patent
      and Copyright Rights.
      I agree
      to assist the Company, or its designee, at its expense, in every proper way
      to
      secure the Company’s, or its designee’s, rights
      in
      the Inventions and any copyrights, patents, trademarks, mask work rights, moral
      rights, or other intellectual property rights relating thereto in any and all
      countries, including the disclosure to the Company or its designee of all
      pertinent information and data with respect thereto, the execution of all
      applications, specifications, oaths, assignments, recordations, and all other
      instruments which the Company or its designee shall deem necessary in order
      to
      apply for, obtain, maintain and transfer such rights, or if not transferable,
      waive such rights, and in order to assign and convey to the Company or its
      designee, and any successors, assigns and nominees the sole and exclusive
      rights, title and interest in and to such Inventions, and any copyrights,
      patents, mask work rights or other intellectual property rights relating
      thereto. I further agree that my obligation to execute or cause to be executed,
      when it is in my power to do so, any such instrument or papers shall continue
      after the termination of this Agreement until the expiration of the last such
      intellectual property right to expire in any country of the world. If the
      Company or its designee is unable because of my mental or physical incapacity
      or
      unavailability or for any other reason to secure my signature to apply for
      or to
      pursue any application for any United States or foreign patents, copyright,
      mask
      works or other registrations covering Inventions or original works of authorship
      assigned to the Company or its designee as above, then I hereby irrevocably
      designate and appoint the Company and
      its
      duly authorized officers and agents as my agent and attorney in fact, to act
      for
      and in my behalf and stead to execute and file any such applications and to
      do
      all other lawfully permitted acts to further the application for, prosecution,
      issuance, maintenance or transfer of letters patent, copyright or other
      registrations thereon with the same legal force and effect as if originally
      executed by me. I hereby waive and irrevocably quitclaim to the Company or
      its
      designee any and all claims, of any nature whatsoever, which I now or hereafter
      have for infringement of any and all proprietary rights assigned to the Company
      or such designee.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6. Company
      Property; Returning Company Documents.
      I
      acknowledge and agree that I have no expectation of privacy with respect to
      the
      Company’s telecommunications, networking or information processing systems
      (including, without limitation, stored company files, e-mail messages and voice
      messages) and that my activity and any files or messages on or using any of
      those systems may be monitored at any time without notice. I further agree
      that
      any property situated on the Company’s premises and owned by the Company,
      including disks and other storage media, filing cabinets or other work areas,
      is
      subject to inspection by Company personnel at any time with or without notice.
      I
      agree that, at the time of termination of my Relationship with the Company,
      I
      will deliver to the Company (and will not keep in my possession, recreate or
      deliver to anyone else) any and all devices, records, data, notes, reports,
      proposals, lists, correspondence, specifications, drawings, blueprints,
      sketches, laboratory notebooks, materials, flow charts, equipment, other
      documents or property, or reproductions of any of the aforementioned items
      developed by me pursuant to the Relationship or otherwise belonging to the
      Company, its successors or assigns. In the event of the termination of the
      Relationship, I agree to sign and deliver the “Termination
      Certification”
      attached hereto as Exhibit (ii);
      however, my failure to sign and deliver the Termination Certificate shall in
      no
      way diminish my continuing obligations under this Agreement.

     

    7. Notification
      to Other Parties.

     

    (a) Employees.
      In
      the
      event that I leave the employ of the Company, I hereby consent to notification
      by the Company to my new employer about my rights and obligations under this
      Agreement.

     

    (b) Consultants.
      I hereby
      grant consent to notification by the Company to any other parties besides the
      Company with whom I maintain a consulting relationship, including parties with
      whom such relationship commences after the effective date of this Agreement,
      about my rights and obligations under this Agreement.

     

    8. Solicitation
      of Employees, Consultants and Other Parties.
      I agree
      that during the term of my Relationship with the Company, and for a period
      of
      twelve (12) months immediately following the termination of my Relationship
      with
      the Company for any reason, whether with or without cause, I shall not either
      directly or indirectly solicit, induce, recruit or encourage any of the
      Company’s and its subsidiaries’ employees or consultants to terminate their
      relationship with the Company and its subsidiaries, or attempt to solicit,
      induce, recruit, encourage or take away employees or consultants of the Company
      and its subsidiaries, either for myself or for any other person or entity.
      Further, during my Relationship with the Company and at any time following
      termination of my Relationship with the Company for any reason, with or without
      cause, I shall not use any Confidential Information of the Company and its
      subsidiaries to attempt to negatively influence any of the Company’s and its
      subsidiaries’ clients or customers from purchasing Company products or services
      or to solicit or influence or attempt to influence any client, customer or
      other
      person either directly or indirectly, to direct his or its purchase of products
      and/or services to any person, firm, corporation, institution or other entity
      in
      competition with the business of the Company and its subsidiaries.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    9. Representations
      and Covenants.

     

    (a) Facilitation
      of Agreement.
      I
      agree
      to execute promptly any proper oath or verify any proper document required
      to
      carry out the terms of this Agreement upon the Company’s written request to do
      so.

     

    (b) Conflicts.
      I
      represent that my performance of all the terms of this Agreement does not and
      will not breach any agreement I have entered into, or will enter into with
      any
      third party, including without limitation any agreement to keep in confidence
      proprietary information acquired by me in confidence or in trust prior to
      commencement of my Relationship with the Company. I agree not to enter into
      any
      written or oral agreement that conflicts with the provisions of this
      Agreement.

     

    (c) Voluntary
      Execution.
      I
      certify
      and acknowledge that I have carefully read all of the provisions of this
      Agreement and that I understand and will fully and faithfully comply with such
      provisions.

     

    10. General
      Provisions.

     

    (a) Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of California, without giving effect to the principles
      of conflict of laws.

     

    (b) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the Company
      and me relating to the subject matter herein and merges all prior discussions
      between us. No modification or amendment to this Agreement, nor any waiver
      of
      any rights under this Agreement, will be effective unless in writing signed
      by
      both parties. Any subsequent change or changes in my duties, obligations, rights
      or compensation will not affect the validity or scope of this
      Agreement.

     

    (c) Severability.
      If one
      or more of the provisions in this Agreement are deemed void by law, then the
      remaining provisions will continue in full force and effect. The restrictions
      in
      Section 4 and Section 7 of this Exhibit A and the fourth paragraph of Exhibit
      (ii) attached hereto are regarded by me and the Company as fair and reasonable,
      and the Company and I hereby expressly confirm, declare and represent to each
      other that they are so regarded by us. However, it is hereby declared that
      each
      of the restrictions including those restrictions grouped within one section
      or
      sub-section in this Section 4 and Section 7 of Exhibit B and the fourth
      paragraph of Exhibit (ii) attached hereto is intended to be separate and
      severable. If any restriction is held to be unreasonably wide but would be
      valid
      if part of the wording were to be deleted or the range of activities or
      businesses were to be reduced in scope, such restriction will apply with so
      much
      of the wording deleted or modified as may be necessary to make it
      valid.

     

    (d) Successors
      and Assigns.
      This
      Agreement will be binding upon my heirs, executors, administrators and other
      legal representatives, and my successors and assigns, and will be for the
      benefit of the Company, its successors, and its assigns.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (e) Survival.
      The
      provisions of this Agreement shall survive the termination of the Relationship
      and the assignment of this Agreement by the Company to any successor in interest
      or other assignee.

     

    (f) Remedies.
      I
      acknowledge and agree that violation of this Agreement by me may cause the
      Company irreparable harm, and therefore agree that the Company will be entitled
      to seek extraordinary relief in court, including but not limited to temporary
      restraining orders, preliminary injunctions and permanent injunctions without
      the necessity of posting a bond or other security and in addition to and without
      prejudice to any other rights or remedies that the Company may have for a breach
      of this Agreement.

     

    (g) ADVICE
      OF COUNSEL.
      I
      ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO
      SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD
      ALL
      OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
      CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
      HEREOF.

      

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    


    The
      parties have executed this Agreement on the respective dates set forth
      below:

     

     

    
      	
              COMPANY:

            	
               

            	
              EMPLOYEE:

            
	
               

            	
               

            	
               

            
	
              YUHE
                INTERNATIONAL, INC.

            	
               

            	
              GAO
                ZHENTAO an Individual:

            
	
               

            	
               

            	
               

            
	
              By: 
                

            	
               

            	
              _________________

            
	
               

            	
               

            	
              Signature

            
	
              Name: 
                [_________]

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Title: 
                [___________]

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Date: 
                _________,
                2008

            	
               

            	
              Date: 
                ___________,
                2008

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              Address: 
                

              301
                Hailong Street

              Hanting
                District

              Weifang,
                Shandong Province

              The
                People’s Republic of China

            	
               

            	
              Address:   
                

              301
                Hailong Street

              Hanting
                District

              Weifang,
                Shandong Province

              The
                People’s Republic of China

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      (i)

     

    LIST
      OF PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

    EXCLUDED
      UNDER SECTION 5

    


    
      	
               

                      Title        

            	
               

            	
               

                 Date   

            	
               

            	
              Identifying
                Number

              or
                Brief Description

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    


    


    


    


    


    


    


    


    ___
      No
      inventions or improvements

     

    ___
      Additional Sheets Attached

     

    Signature
      of Employee:__________________________

     

    Print
      Name of Employee: _________________________

     

    Date:
      ________________________________________

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      (ii)

     

    TERMINATION
      CERTIFICATION

     

    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, laboratory notebooks, flow
      charts, materials, equipment, other documents or property, or copies or
      reproductions of any aforementioned items belonging to the Company, its
      subsidiaries, affiliates, successors or assigns (together the “Company”).

     

    I
      further
      certify that I have complied with all the terms of the Company’s Confidential
      Information and Invention Assignment Agreement signed by me, including the
      reporting of any inventions and original works of authorship (as defined
      therein), conceived or made by me (solely or jointly with others) covered by
      that agreement or other entity in competition with the business of the Company.
      .

     

    I
      further
      agree that, in compliance with the Confidential Information and Invention
      Assignment Agreement, I will preserve as confidential all trade secrets,
      confidential knowledge, data or other proprietary information relating to
      products, processes, know-how, designs, formulas, developmental or experimental
      work, computer programs, data bases, other original works of authorship,
      customer lists, business plans, financial information or other subject matter
      pertaining to any business of the Company or any of its employees, clients,
      consultants or licensees.

     

    I
      further
      agree that for twelve (12) months from the date of this Certificate, I shall
      not
      either directly or indirectly solicit, induce, recruit or encourage any of
      the
      Company’s employees or consultants to terminate their relationship with the
      Company, or attempt to solicit, induce, recruit, encourage or take away
      employees or consultants of the Company, either for myself or for any other
      person or entity. Further, I shall not at any time use any Confidential
      Information of the Company to negatively influence any of the Company’s clients
      or customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution

    


     

    
      	
              Date:  
                ___________________________

            	
               

            	 
	
               

            	
               

            	
              ________________________________

            
	
               

            	
               

            	
              (Employee’s
                Signature)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              GAO
                ZHENTAO                          
                

            
	
               

            	
               

            	
              (Type/Print
                Employee’s Name)

            


    

    


    
      
        
        

      

      
        18