EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT (this “Agreement”),
      dated
      as of ______________, 200_ between _____________________, residing at
      ____________________________ (“Executive”),
      and
      _______________. a British Virgin Islands corporation having its principal
      office at _____________________ (the “Company”).
      

    


    WHEREAS,
      the Company believes that Executive provides unique management services for
      the
      Company and wishes to retain the continued services of Executive as its
      _____________________________; and

    


    WHEREAS,
      the Company and Executive have reached an understanding with respect to the
      extension of Executive’s employment with the Company for a three (3) year period
      commencing as of ______________, 200_ 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
      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 aJgree as follows:

     

    1.    Employment,
      Duties and Acceptance.

     

    1.1 Effective
      as of ______________, 200_ the Company hereby agrees to the continued employment
      of Executive as its ___________________, and Executive hereby accepts such
      continued employment on the terms and conditions contained in the Agreement.
      During the term of this Agreement, Executive shall make himself available to
      the
      Company to pursue the business of the Company subject to the supervision and
      direction of the Board of Directors of the Company (the “Board”
or
      “Board
      of Directors”).

     

    1.2 The
      Board
      may assign Executive such general management and supervisory responsibilities
      and executive duties for the Company as are appropriate and commensurate with
      Executive’s position as __________________ of the Company (“____”)
      and
      would otherwise be consistent in stature and prestige with the responsibilities
      of a ______.

     

    Executive
      accepts such employment and agrees to devote substantially all of his business
      time, energies and attention to the performance of his duties; provided,
      however, that Executive may continue to be actively involved in educational
      and
      civic activities to the extent that such activities do not materially detract
      from the reasonable performance of his duties (such material detraction to
      be
      evidenced by a resolution approved by the majority of the Board and a written
      notice to Executive, in which event Executive shall have one hundred and twenty
      (120) days to reduce the level of such activities in a reasonable manner).
      The
      Company recognizes the value to it of Executive’s continued involvement in these
      activities and will reimburse Executive for reasonable expenses incurred by
      him
      in connection with such activities. Any such expense in excess of $1000 shall
      be
      pre-approved. Nothing herein shall be construed as preventing Executive from
      (i)
      making and supervising investments on a personal or family basis (including
      trusts, funds and investment entities in which Executive or members of his
      family have an interest) and (ii) serving on the Board of Directors of not
      more
      than three corporations involved primarily in “for profit” business activities;
      provided, however, that these activities do not materially interfere with the
      performance of his duties hereunder or violate the provisions of
      Section 4.4
      hereof
      and are promptly disclosed to the Board of Directors of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.    Compensation
      and Benefits.

     

    2.1 The
      Company shall pay to Executive a salary at an annual base rate of not less
      than
      $_______ for the first ___-year period during the term hereof . During
      Executive’s employment, salary will be paid every one calendar month or
      according to Company policy in effect from time to time.. Executive’s annual
      base rate will be reviewed one month prior to the commencement of the third
      year
      for purposes of determining what the new base salary will be.

     

    2.2 The
      Company shall also pay to Executive such bonuses as may be determined from
      time
      to time by the Compensation Committee of the Board of Directors. The amount
      of
      annual bonus payable to Executive may vary at the discretion of the Compensation
      Committee of the Board of Directors; provided, however, that the total bonus
      shall not exceed 50% of Executive’s annual base rate under
      Section 2.1
      as of
      the date the bonus is awarded. In determining the annual bonus to be paid to
      Executive, the Compensation Committee may, among other factors they believe
      to
      be appropriate, consider, and give varying degrees of importance to, Executive’s
      contribution to the following:

     

    (a) growth
      in
      the Company’s per share value;

     

    (b) achievement
      by the Company of specific identified targets selected by the Committee from
      time to time;

     

    (c) the
      attraction and retention of key executive personnel by the Company;

     

    (d) satisfaction
      of the Company’s capital requirements;

     

    (e) the
      establishment of strategic direction and significant Company goals;
      and

     

    (f) such
      other criteria as the Compensation Committee deems to be relevant.

     

    2.3 Executive
      shall be entitled to such insurance and other benefits which are applicable
      in
      Executive’s work location, 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 which may
      be
      generally applicable.

     

    2.4 Executive
      shall be entitled to ____ weeks of vacation in each calendar year and to a
      reasonable number of other days off for religious and personal
      reasons.

     

    2.5 Executive
      shall be entitled, at his option, to maintain a suitable automobile for business
      use. The Company shall reimburse Executive for the costs of leasing such
      automobile and for all other costs associated with the use of the vehicle,
      including insurance costs, repairs and maintenance.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.6 The
      Company will pay or reimburse executive according to the Company policy for
      all
      transportation, hotel and other expenses incurred by Executive on business
      trips
      and for all other ordinary and reasonable out-of-pocket expenses actually
      incurred by him in the conduct of the business of the Company against itemized
      vouchers submitted with respect to any such expenses.

     

    3.    Term
      and Termination.

     

    3.1 The
      term
      of this Agreement commences as of ______________, 200_ and shall continue until
      ______________, 200_ unless sooner terminated as herein provided.

     

    3.2 If
      Executive dies during the term of this Agreement, this Agreement shall thereupon
      terminate, except that the Company shall pay to the legal representative of
      Executive’s estate the base salary due Executive pursuant to Section 2.1 hereof
      through the first anniversary of Executive’s death (or the scheduled expiration
      under Section 3.1, if earlier than the first anniversary date) as well as a
      pro
      rata allocation of bonus payments under Section 2.2 based on the days of service
      during the year of death, and all amounts owing to Executive at the time of
      termination, including for previously accrued but unpaid bonuses, expense
      reimbursements and accrued but unused vacation pay.

     

    3.3 If
      Executive shall be rendered incapable by an incapacitating illness or disability
      (either physical or mental) of complying with the terms, provisions and
      conditions hereof on his part to be performed for a period in excess of 180
      consecutive days during any consecutive twelve (12) month period, then the
      Company, at its option, may terminate this Agreement by written notice to
      Executive (the “Disability
      Notice”)
      delivered prior to the date Executive resumes the rendering of services
      hereunder; provided, however, if requested by Executive (or a representative
      thereof) such termination shall not occur until after examination of Executive
      by a medical doctor (retained by the Company with the consent of Executive
      which
      consent shall not be unreasonably withheld) who certifies in a written report
      to
      the Board with a copy of such report delivered simultaneously to Executive
      that
      Executive is and shall be incapable of performing his duties for in excess
      of
      two (2) additional months because of the continuing existence of such
      incapacitating illness or disability. Notwithstanding such termination, the
      Company (a) shall make a payment to Executive of a pro rata allocation of
      payments under Section 2.2 based on the days of service during the year in
      which
      the Disability Notice is delivered and (b) shall pay to Executive the base
      salary due Executive pursuant to Section 2.1 hereof through the second
      anniversary of the date of such notice (the “Disability
      Period”),
      less
      any amount Executive receives for such period from any Company-sponsored or
      Company-paid for source of insurance, disability compensation or governmental
      program. The Company shall also pay to Executive all amounts owing to Executive
      at the time of termination, including for previously accrued but unpaid bonuses,
      expense reimbursements and accrued but unused vacation pay.

     

    3.4 The
      Company, by notice to Executive, may terminate this Agreement for Cause. As
      used
      herein, “Cause”
means
      (a) the refusal in bad faith by Executive to carry out specific written
      directions of the Board, (b) intentional fraud or dishonest action by Executive
      in his relations with the Company (“dishonest” for these purposes shall mean
      Executive’s knowingly making of a material misstatement to the Board for the
      purpose of obtaining direct personal benefit); or (c) the conviction of
      Executive of any crime involving an act of significant moral turpitude after
      appeal or the period for appeal has elapsed without an appeal being filed by
      Executive. Notwithstanding the foregoing, no Cause for termination shall be
      deemed to exist with respect to Executive’s acts described in clause (a) or (b)
      above, unless the Board shall have given written notice to Executive (after
      five
      (5) days advance written notice to Executive and a reasonable opportunity to
      Executive to present his views with respect to the existence of Cause),
      specifying the Cause with particularity and , within twenty (20) business days
      after such notice, Executive shall not have disputed the Board’s determination
      or in reasonably good faith taken action to cure or eliminate prospectively
      the
      problem or thing giving rise to such Cause, provided, however, that a repeated
      breach after notice and cure, of any provision of clause (a) or (b) above,
      involving the same or substantially similar actions or conduct, shall be grounds
      for termination for cause upon not less than five (5) days additional notice
      from the Company. Subject to Section 3.6 hereof, the Company may at any time,
      terminate the employment of Executive for any reason or no
      reason.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.5 Executive,
      by notice to the Company, may terminate this Agreement if a Good Reason exists.
      For purposes of this Agreement, “Good
      Reason”
means
      the occurrence of any of the following circumstances without Executive’s prior
      express written consent: (a) a material adverse change in the nature of
      Executive’s title, duties or responsibilities with the Company that represents a
      demotion from his title, duties or responsibilities as in effect immediately
      prior to such change; (b) a material breach of this Agreement by the Company;
      (c) a failure by the Company to make any payment to Executive when due, unless
      the payment is being contested by the Company, in good faith; (d) a liquidation,
      bankruptcy or receivership of the Company; or (e) if Executive is at any time
      not a member of the Board of Directors of the Company and a member of the
      Executive Committee thereof (if such a committee exists), unless he voluntarily
      resigns therefrom; or (f) any person or entity other than the Company and/or
      any
      officers or directors of the Company as of the date of this Agreement acquires
      securities of the Company other than from Executive or his affiliates (in one
      or
      more transactions) having 51% or more of the total voting power of all the
      Company’s securities then outstanding.

     

    Notwithstanding
      the foregoing, no Good Reason shall be deemed to exist with respect to the
      Company’s acts described in clauses (a), (b) or (c) above, unless Executive
      shall have given written notice to the Company specifying the Good Reason with
      reasonable particularity and, within twenty (20) business days after such
      notice, the Company shall not have cured or eliminated the problem or thing
      giving rise to such Good Reason; provided, however, that a repeated breach
      after
      notice and cure of any provision of clauses (a), (b) or (c) above involving
      the
      same or substantially similar actions or conduct, shall be grounds for
      termination for Good Reason without any additional notice from
      Executive.

    3.6 In
      the
      event that Executive terminates this Agreement for Good Reason, pursuant to
      the
      provisions of paragraph 3.5, or the Company terminates this Agreement without
      Cause, as defined in paragraph 3.4, the Company shall continue to pay to
      Executive (or in the case of his death, the legal representative of Executive’s
      estate or such other person or persons as Executive shall have designated by
      written notice to the Company), all payments, compensation and benefits required
      under paragraph 2 hereof through the earlier of (y) two (2) years from the
      date
      of termination or (z) through the term of this Agreement; provided, however,
      that Executive’s insurance coverage shall terminate upon Executive becoming
      covered under a similar program by reason of employment elsewhere. If
      Executive’s employment is terminated for Good Reason or without Cause, Executive
      shall have no duty to mitigate awards paid or payable to him pursuant to this
      subsection, and any compensation paid or payable to Executive from sources
      other
      than the Company will not offset or terminate the Company’s obligation to pay to
      Executive the full amounts pursuant to this subsection 3.6.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    Protection
      of Confidential Information; Non-Competition.

     

    4.1 Executive
      acknowledges that:

     

    (a) As
      a
      result of his current employment with the Company, Executive will obtain secret
      and confidential information concerning the business of the Company and its
      subsidiaries and affiliates (referred to collectively in this Article 4 as
      the
“Company”),
      including, without limitation, financial information, designs and other
      proprietary rights, trade secrets and know-how, customers and sources
      (“Confidential
      Information”).

     

    (b) The
      Company will suffer substantial damage which will be difficult to compute if,
      during the period of his employment with the Company or thereafter, Executive
      should enter a business competitive with the Company or divulge Confidential
      Information.

     

    (c) The
      provisions of this Agreement are reasonable and necessary for the protection
      of
      the business of the Company.

     

    4.2 Executive
      agrees that he will not at any time, either during the term of this Agreement
      or
      thereafter, in oral or written form, divulge to any person or entity any
      Confidential Information obtained or learned by him as a result of his
      employment with the Company, except (i) in the course of performing his
      duties hereunder to someone who is has also signed a non-disclosure or similar
      agreement , (ii) to the extent that any such information is in the public
      domain other than as a result of Executive’s breach of any of his obligations
      hereunder, (iii) where required to be disclosed by court order, subpoena or
      other government process. If Executive shall be required to make disclosure
      pursuant to the provisions of clause (iii) of the preceding sentence, Executive
      promptly, but in no event more than 72 hours after learning of such subpoena,
      court order, or other government process, shall notify, by personal delivery
      or
      by electronic means, confirmed by mail, the Company and, at the Company’s
      expense, Executive shall: (a) take reasonably necessary and lawful steps
      required by the Company to defend against the enforcement of such subpoena,
      court order or other government process, and (b) permit the Company to intervene
      and participate with counsel of its choice in any proceeding relating to the
      enforcement thereof.

     

    4.3 Upon
      termination of his employment with the Company, Executive will promptly deliver
      to the Company all memoranda, notes, records, reports, manuals, drawings,
      blue-prints and other documents (and all copies thereof) relating to the
      business of the Company and all property associated therewith, which he may
      then
      possess or have under his control. 

     

    4.4 During
      the period commencing ______________, 200_ and terminating three (3) years
      after
      termination of employment, Executive, without the prior written permission
      of
      the Company, shall not, anywhere in the People’s Republic of China, (i) enter
      into the employ of or render any services to any person, firm or corporation
      engaged
      in any business which
      is
      directly or indirectly in competition with the Company’s business at the time of
      termination (“Competitive
      Business”);
      (ii)
      engage in any Competitive Business as an individual, partner, shareholder,
      creditor, director, officer, principal, agent, employee, trustee consultant,
      advisor or in any other relationship or capacity; (iii) solicit for employment
      or employ, or have or cause any other person or entity to solicit for employment
      or employ, any person who was employed by the Company within three (3) months
      prior to the time of termination of Executive’s employment by the Company (other
      than Executive’s personal secretary and assistant); or (iv) solicit, interfere
      with, or endeavor to entice away from the Company, for the benefit of a
      Competitive Business, any of its customers. Notwithstanding the foregoing,
      Executive shall not be precluded from investing and managing the investment
      of,
      his or his family’s assets in the securities of any corporation or other
      business entity which is engaged in a Competitive Business if such securities
      are traded on a national stock exchange or in the over-the-counter market and
      if
      such investment does not result in his beneficially owning, at any time, more
      than 5% of any class of the publicly-traded equity securities of such
      Competitive Business; provided, however, that for a period commencing
      ______________, 200_ and terminating three years after termination of
      Executive’s employment (except for investments in a class of securities trading
      on public markets), Executive shall refer to the Company for consideration
      (before any other party) any and all opportunities to acquire or purchase,
      or
      otherwise make equity or debt investments in, companies primarily involved
      in a
      Competitive Business if such opportunities becomes known to Executive while
      he
      is the _______________ of the Company. If the Company determines not to exploit
      any opportunity referred to in the foregoing sentence, the Company shall
      determine what, if anything, should be done with such opportunity. Executive
      shall not be entitled to any compensation, as a finder or otherwise, if either
      the Company or Executive introduces such opportunity to other persons, it being
      understood that all such compensation shall be paid to the Company.
      Notwithstanding the foregoing, in the event the Company terminates this
      Agreement without cause or if Executive terminates this Agreement for Good
      Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4
      shall terminate one month following termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.5 If
      Executive commits a breach of any of the provisions of Sections 4.2 or 4.4,
      the
      Company shall have the right:

     

    (a) to
      have
      the provisions of this Agreement specifically enforced by any court having
      equity jurisdiction, it being acknowledged and agreed by Executive that the
      services being rendered hereunder to the Company are of a special, unique and
      extraordinary character and that any breach or threatened breach will cause
      irreparable injury to the Company and that money damages will not provide an
      adequate remedy to the Company; and

     

    (b) to
      require Executive to account for and pay over to the Company all monetary
      damages determined by a non-appealable decision by a court of law to have been
      suffered by the Company as the result of any actions constituting a breach
      of
      any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to
      account for and pay over such damages to the Company (up to the maximum of
      all
      payments made under the Agreement).

     

    4.6 If
      Executive shall violate any covenant contained in Section 4.4, the duration
      of
      such covenant so violated shall be automatically extended for a period of time
      equal to the period of such violation.

     

    4.7 If
      any
      provision of Sections 4.2 or 4.4 is held to be unenforceable because of the
      scope, duration or area of its applicability, the tribunal making such
      determination shall not have the power to modify such scope, duration, or area,
      or all of them and such provision or provisions shall be void ab
      initio.

     

    5.    Miscellaneous
      Provisions.

     

    5.1 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 5.1. All notices shall be deemed to
      have
      been given as of the date of personal delivery, transmittal or mailing
      thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      to
      Executive: __________________

    __________________

    __________________

    __________________

    


    If
      to the
      Company: __________________

    __________________

    __________________

    __________________

    


    5.2 In
      the
      event of any claims, litigation or other proceedings arising under this
      Agreement (including, among others, arbitration under Section 3.4), Executive
      shall be reimbursed by the Company within thirty (30) days after delivery to
      the
      Company of statements for the costs incurred by 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 Executive shall have acted in bad faith with the intent to cause
      material damage to the Company in connection with any such claim, litigation
      or
      proceeding.

     

    5.3 The
      Company, shall to the fullest extent permitted by law, indemnify Executive
      for
      any liability, damages, losses, costs and expenses arising out of alleged or
      actual claims (collectively, “Claims”)
      made
      against 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 Executive was an
      officer, director or consultant to the Company, Executive shall be a named
      insured and shall be entitled to coverage thereunder.

     

    5.4 The
      provision of Article 4, Sections 5.2 and 5.3 and any provisions relating to
      payments owed to Executive after termination of employment shall survive
      termination of this Agreement for any reason.

     

    5.5 This
      Agreement and the Stock Option Agreements executed simultaneously herewith
      set
      forth the entire agreement of the parties relating to the employment of
      Executive and are intended to supersede all prior negotiations, understandings
      and agreements. No provisions of this Agreement or the Stock Option Agreements
      may be waived or changed except by a writing by the party against whom such
      waiver or change is sought to be enforced. The failure of any party to require
      performance of any provision hereof or thereof shall in no manner affect the
      right at a later time to enforce such provision.

     

    5.6 This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of the Company. This Agreement shall not be assignable by Executive,
      but
      shall inure to the benefit of and be binding upon Executive’s heirs and legal
      representatives.

     

    a)
      In the
      event of any controversy or claim arising out or relating to this Agreement,
      including those concerning its validity, interpretation, execution and
      rescission (the “Dispute”),
      the
      Parties shall first attempt to settle it amicably by negotiation between the
      Parties. If the negotiation is not successful, all disputes shall be submitted
      to arbitration as set forth below. 

    b)
      ) The
      language to be used in the arbitration proceedings shall be English. The Dispute
      shall be finally and exclusively settled by a single Arbitrator appointed under
      the auspices of the Hong Kong International Arbitration Center (“HKIAC”) in
      accordance with its arbitration rules. All proceedings before the arbitrator
      shall be held in Hong Kong. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.7 Should
      any provision of this Agreement become legally unenforceable, no other provision
      of this Agreement shall be affected, and this Agreement shall continue as if
      the
      Agreement had been executed absent the unenforceable provision.

     

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

    


    
      	
              “COMPANY”

            	 	
              “EXECUTIVE”

            
	 	 	 
	
              [COMPANY
                NAME]

            	 	
              [EXECUTIVE
                NAME]

            
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Title