Unassociated Document


    Executive
      Employment Agreement

    for
      James A. Todd

     

    THIS
      AGREEMENT is made as of the 29th
      day of
      October, 2007, by and between Fushi International, Inc., a Nevada corporation
      (“Company”), and James A. Todd, an individual resident of North Carolina
      (“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      Company is engaged in the manufacture, distribution, and sale of bimetallic
      wire
      and strand products; and

     

    WHEREAS,
      Company entered into an LLC Membership Interest Purchase Agreement by and
      between Fushi International, Inc. and David S. Jones, dated as of September
      25,
      2007;

     

    WHEREAS,
      the Executive is currently employed pursuant to an employment agreement dated
      January 1, 2007 as a senior executive officer of the Copperweld Bimetallics,
      LLC
      (“Subsidiary”);

    


    WHEREAS,
      Company desires to employ Executive as a senior executive officer of the Company
      as of the consummation of the Company’s purchase of limited liability company
      interests in Subsidiary (the “Effective Date”), and Executive desires to accept
      such employment on the terms and conditions hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein, the parties
      agree as follows:

     

    1.  Employment.
      Company
      hereby employs Executive, and Executive hereby accepts employment on the terms
      and conditions hereinafter set forth.

     

    2.  Term
      of Employment.
      The
      initial term of employment under this Agreement shall be for a two-year period
      commencing on the Effective Date and terminating on the second anniversary
      of
      the Effective Date (the “Term”); provided that such Term shall be automatically
      extended for an additional two-year period upon the same terms and conditions
      contained herein on the expiration date of the Initial Term and on any
      additional term (each period being the “Term”) unless a written notice of
      non-renewal is given by either party at least six full months prior to the
      expiration date of the then current Term.

     

    3.  Nature
      of Employment.
      Executive is employed as Controller of the Company, and consistent with such
      position, Executive shall, subject to the direction of the Chief Financial
      Officer and the Board of Directors of the Company (“Board”), direct and manage
      the affairs of the Company as assigned. Executive shall report to and be
      responsible to the Chief Financial Officer of the Company. Executive agrees
      to
      serve as an executive officer or director of the Subsidiary and other
      subsidiaries of the Company at the request of the Chief Financial Officer
      without additional compensation. Executive shall be based at the location of
      the
      Subsidiary in Fayetteville, Tennessee. During the Term (including any extensions
      or renewals thereof), Executive shall have no other employment or provide
      services to any other person other than the Company and its subsidiaries without
      the prior written consent of the Board. Accordingly, Executive agrees to devote
      his full working time to the business of the Company; provided, however, nothing
      herein contained shall restrict or prevent Executive from owning and dealing
      in
      stocks, bonds, securities, real estate, commodities, or other investment
      properties for his own benefit or the benefit of his family. Further, nothing
      herein contained shall restrict or prevent Executive, subject to the prior
      approval of the Board, from serving on the board of directors of any entity,
      including any charitable, religious or civic entity, which does not directly
      or
      indirectly compete with the Company and does not materially interfere with
      his
      duties and responsibilities with the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Compensation.

     

    (a)  Annual
      Base Salary.
      Executive’s annual salary rate for the services rendered on behalf of the
      Company and its subsidiaries during the Term shall be no less than $144,000
      per
      year, payable in equal bi-monthly installments. From time to time during the
      Term, Executive’s base salary may be increased at the discretion of the Board,
      but shall in no event be decreased from the amount of the base salary in effect
      at that time. The Board shall review Executive’s base salary at least on an
      annual basis.

     

    (b)  Annual
      Cash Bonus.
      In
      addition to Executive’s base salary, Executive shall be entitled to participate
      during the Term in an annual cash bonus plan generally available to senior
      executives of the Company, including any cash bonus plans and equity incentive
      plans sponsored by the Company. Any annual cash bonus shall be paid to Executive
      within two and one-half (2.5) months following the end of the fiscal year in
      which the Executive has a right to payment of the bonus. 

     

    (c)  Equity
      Award.
      The
      Board has approved a non-qualified stock option to be quoted to the Executive
      in
      the amount of 135,000 shares of common stock of the Company (“Shares”) as of the
      Effective Date under the terms and conditions of the Fushi International, Inc.
      2007 Stock Incentive Plan and a stock option agreement to be provided by the
      Company. If Executive remains employed with the Company and its subsidiaries
      on
      the applicable vesting dates, the Shares shall vest in tranches on the dates
      and
      with the exercise price per Share set forth in Exhibit A attached
      hereto.

     

    5.  Expenses.
      Executive is authorized to incur reasonable expenses in connection with the
      business of Company, including reasonable expenses for business travel and
      similar items, in accordance with Company’s business expense policy in effect
      from time to time. Company will reimburse Executive for all such expenses during
      any calendar year upon the presentation by Executive, from time to time, of
      an
      itemized account of expenditures applicable to such calendar year, but in no
      event later than the end of the calendar year following the calendar year in
      which such expenditures occurred. Executive shall be authorized to travel in
      business class and when not available, in first class, at Company expense,
      for
      air travel outside the 48 contiguous states of the United States or any air
      travel over three hours in duration.

     

    
      
        
        

      

      
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    6.  Vacation.
      Executive shall be entitled to paid vacations during each calendar year of
      the
      Term at such times and for such duration as may be determined by the Board,
      taking into consideration the needs and requirements of Company for Executive’s
      services; provided, however, the minimum paid vacation to which Executive shall
      be entitled in any calendar year is three (3) weeks, and Executive is not
      entitled to payment for any unused vacation as of the end of any calendar
      year.

     

    7.  Additional
      Benefits.
      During
      the Term, the Company shall pay for and provide Executive with a term life
      insurance policy in an amount of $144,000 at standard, non-smoking insurance
      premium rates (or such lesser amount that can be provided at the same cost
      as
      such policy). During the Term, Executive and, subject to the terms of the
      applicable plan, his eligible dependents shall have the right to participate
      in
      any Executive employee pension or welfare benefit plans provided by Company
      to
      its U.S.-based officers generally, including any group life, hospitalization,
      medical, dental, accidental death and disability, long-term disability income
      replacement insurance, and retirement plans.

     

    8.  Death
      During Employment.
      If
      Executive dies during the Term, Company shall pay to the estate of Executive
      (i)
      any accrued and unpaid salary and (ii) any accrued and unpaid bonus for any
      prior fiscal year, and (iii) a pro rata amount of any bonus payable with respect
      to the fiscal year of service in which death occurs (such pro rata amount
      determined by multiplying the bonus that would have been paid for the full
      fiscal year had the Executive survived by a ratio, the numerator of which is
      the
      number of days since the beginning of the fiscal year until the date of death
      and the denominator of which is 365). This Agreement shall thereupon terminate,
      and Company shall have no further obligation to the estate of
      Executive.

     

    9.  Permanent
      Disability During Employment.
      If
      Executive becomes permanently disabled during the Term, Company shall pay to
      Executive any accrued and unpaid base salary to which he would otherwise be
      entitled to the end of the month in which such permanent disability occurs.
      Thereafter, the Executive shall continue to receive his then base salary, minus
      any payments provided by the Company’s benefit plans (including disability
      benefits paid pursuant to Section 7 above) and by any government sponsored
      program, for a six (6) month period from the date of permanent disability.
      This
      Agreement shall thereupon terminate and Company shall have no further obligation
      to Executive except as may be provided under Company’s long-term disability
      plans during the term of such disability and any pro rata portion of any bonus
      or incentive plan. Permanent disability for purposes of this Agreement shall
      mean a physical or mental condition of Executive that renders Executive
      incapable of performing the essential duties of his job and which condition
      shall be medically determined to be of permanent duration as same is construed
      under Company’s disability plans.

     

    
      
        
        

      

      
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    10.  Termination
      for Cause.
      Company
      may terminate Executive’s employment at any time “for Cause.” The term “for
      Cause” shall mean any act or failure to act on the part of the Executive which
      constitutes: (i) an unauthorized use or disclosure by the Executive of the
      Company’s confidential information or trade secrets, which use or disclosure
      causes material harm to the Company; (ii) a material breach by the Executive
      of
      any agreement between the employee and the Company; (iii) a material failure
      by
      the Executive to comply with the Company’s written policies in compliance with
      the laws of the United States or any state thereof; (iv) the Executive’s
      indictment of, or plea of “guilty”
or
      “no
      contest”
to,
      a
      felony under the laws of the United States or any state thereof or any foreign
      jurisdiction in which the Company conducts business which if occurring in the
      United States would constitute a felony under its laws or the laws of any state
      thereof; (v) the Executive’s gross negligence or willful misconduct that results
      in material harm to the Company; or (vi) a continual failure by the Executive
      to
      perform assigned duties after receiving written notification of such failure
      from the Board. Company shall be entitled to terminate the employment
      relationship hereunder upon thirty (30) days’ prior written notice to Executive,
      which notice shall state the reason for such termination, and during such notice
      period Executive shall be removed from his duties and responsibilities. In
      the
      event of a termination for cause, Company shall pay Executive any accrued and
      unpaid salary and any accrued and unpaid bonus for any prior fiscal year, and
      Company shall have no further obligation or liability to Executive under this
      Agreement.

     

    11.  Termination
      For Good Reason.
      If any
      of the following events occurs after the Effective Date, the Executive may
      resign from his employment for Good Reason by giving written notice of
      resignation within 60 days following such event:

     

    (a)  a
      material reduction in the scope of the Executive’s assigned duties and
      responsibilities from those in effect under this Agreement on the Effective
      Date
      or the assignment of duties or responsibilities that are inconsistent with
      the
      Executive’s status in the Company;

     

    (b)  a
      material reduction by the Company in the Executive’s base salary; 

     

    (c)  the
      Company’s requirement that the Executive be based anywhere other than
      Fayetteville, Tennessee, if the Executive is required to spend more than two
      days per week on a regular basis (other than normal business travel) at a
      business location not within 50 miles of Fayetteville, Tennessee; 

     

    (d)  the
      failure by the Company to continue to provide the Executive with benefits
      substantially similar to those specified in Section 7 of this Agreement unless
      the new owner of the Company or the Company deem it necessary to change such
      benefits in order to conform to applicable law; or

     

    (e)  any
      material breach of this Agreement by the Company.

     

    
      
        
        

      

      
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    Any
      written notice of resignation for Good Reason shall describe in reasonable
      detail the circumstances believed to constitute Good Reason. Notwithstanding
      Executive’s provision of a notice of resignation for Good Reason, the Company
      has a right to remedy or cure for a period of 30 days following its receipt
      of
      such notice the circumstances described by the Executive as constituting Good
      Reason and Executive’s resignation shall become effective on the 31st day
      following notice to the Company if the Company fails to remedy or cure the
      circumstances constituting Good Reason within such 30-day period. 

     

    12.  Severance
      upon Termination Without Cause or for Good Reason.
      If,
      during the Term, Company terminates Executive’s employment with the Company and
      its subsidiaries for any reason other than for Cause or Executive’s death or
      disability, or Executive terminates his employment for Good Reason (not
      including Company’s or Executive’s non-renewal of the Term) and Executive
      executes and delivers to the Company a valid and effective release of all claims
      against the Company and its affiliates in the form provided as Exhibit
      B
      hereto,
      the Executive shall be entitled to receive (i) a lump sum cash payment in the
      amount of any accrued and unpaid salary as of his date of termination, (ii)
      a
      lump sum cash payment equal to any accrued and unpaid bonus for any prior fiscal
      year, (iii) a lump sum cash payment equal to the pro rata amount of any bonus
      payable with respect to the fiscal year in which termination occurs (such pro
      rata amount determined by multiplying the bonus that would have been paid for
      the full fiscal year had the Executive continued to render service to the
      Company as of the last day of the fiscal year multiplied by a ratio, the
      numerator of which is the number of days since the beginning of the fiscal
      year
      until the date of termination and the denominator of which is 365), (iv) an
      amount equal to the sum of (a) 50% of his then current annual base salary and
      (b) 50% of the average annual cash bonus payments paid by the Company to the
      Executive during the preceding three (3) fiscal years of the Company, and such
      sum shall be payable in six (6) substantially equal monthly payments; provided
      that each payment is intended to constitute a separate payment within the
      meaning of Section 409A of the Internal Revenue Code of 1986, as amended
      (“Code”). Further, the Company shall continue the medical and life insurance
      benefits which Executive was receiving on the date of his termination, with
      any
      related costs to be paid by Executive being no more than what Executive had
      been
      paying prior to the date of termination, for a period of six (6) months after
      the date of his termination; provided such continued coverage shall end on
      the
      date Executive has commenced employment elsewhere and becomes eligible for
      participation in a similar type of benefit program of his successor employer.
      Except as provided in this Section 12, Executive shall not be entitled to any
      other severance benefits from the Company or any of its subsidiaries or
      affiliates, and the Company shall have no other obligation or liability to
      Executive under this Agreement. 

     

    13.  Board/Committee
      Resignation.
      Upon
      termination of Executive’s employment for any reason, Executive agrees to
      resign, as of the date of such termination and to the extent applicable, from
      the Board (and any committees thereof) and the Board of Directors (and any
      committees thereof) of any of the Company’s subsidiaries or
      affiliates.

     

    
      
        
        

      

      
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    14.  Property
      of Company.
      Executive agrees that upon the termination of his employment he will turn over
      to Company all property and confidential information of Company which has come
      into his possession while an Executive of Company.

     

    15.  Covenants
      by Executive.

     

    (a)  Non-competition.
      During
      the Term under this Agreement including any renewals or extensions thereof,
      and
      for a period of twelve (12) months thereafter, Executive shall not, without
      the
      prior written approval of Company, directly or indirectly, engage in any
      competitive activity as employer, employee, partner, stockholder, joint
      venturer, consultant, director or otherwise, enter into or in any manner take
      part in any business or other endeavor which would be in competition with
      Company in the continental United States and mainland China, and to the extent
      Executive has or has had direct involvement in the Company’s business activities
      in any other jurisdiction, such other jurisdictions as such business is
      conducted or, to the knowledge of Executive, proposed to be conducted at the
      time of termination.

     

    (b)  Respect
      for Economic Relationships.
      Executive will not, during the term of his employment under this Agreement
      including any renewals or extensions thereof, and for a period of eighteen
      (18)
      months thereafter, in any fashion, form, or manner, either directly or
      indirectly, solicit, interfere with, or otherwise be involved with any customer
      or person, firm or corporation regularly dealing with Company or directly or
      indirectly interfere with, entice away, or otherwise materially adversely affect
      its relationship with the Company or to diminish its business with the Company,
      or to cause any other entity to employ any other employee of
      Company.

     

    (c)  Validity
      of Covenants.
      Executive agrees that the covenants contained in this Section are reasonably
      necessary to protect the legitimate interests of Company, are reasonable with
      respect to time, territory and scope, and do not interfere with the interests
      of
      the public. Executive further agrees that the descriptions of the covenants
      contained in this Section are sufficiently accurate and definite to inform
      Executive of the scope of such covenants. Executive agrees that the Term,
      increase in base salary represented by Section 4(a), and termination provisions
      contained in Sections 2, 10, 11, and 12 above constitute fully adequate and
      sufficient consideration for the covenants contained in Sections 15 and 17
      of
      this Agreement.

     

    (d)  Specific
      Performance.
      Executive agrees that a breach or violation of any of the covenants under this
      Section will result in immediate and irreparable harm to Company in an amount
      which will be impossible to ascertain at the time of the breach or violation
      and
      that the award of monetary damages will not be adequate relief to Company.
      Therefore, the failure on the part of Executive to perform all of the covenants
      established by this Section shall give rise to a right to Company to obtain
      enforcement of this Section in a court of equity by a decree of specific
      performance or other injunctive relief. This remedy, however, shall be
      cumulative and in addition to any other remedy Company may have.

     

    
      
        
        

      

      
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    (e)  Survival
      of Covenants.
      The
      provisions of this Section 15 shall survive the termination of this Agreement
      and Executive’s employment for any reason.

     

    16.  Patent,
      Trade and Trademark Assignment.
      If
      Executive creates, invents, designs, develops, contributes to or improves any
      works of authorship, inventions, intellectual property, materials, documents
      or
      other work product (including without limitation, research, reports, software,
      databases, systems, applications, presentations, textual works, content, or
      audiovisual materials), either alone or with third parties, at any time during
      Executive’s employment by the Subsidiary as Copperweld Bimetallics, LLC or by
      the Company and within the scope of such employment and/or with the use of
      any
      Company resources, without additional consideration Executive hereby irrevocably
      assigns, transfers and conveys to Company, to the maximum extent permitted
      by
      applicable law, all rights, title, and interest in and to any and all trade
      secrets, inventions, letters patent, applications for letters patent, and
      trademarks whether or not subject to state or federal trademark. Executive
      further agrees to disclose promptly to Company any such works of authorship,
      inventions, intellectual property, materials, documents or other work product,
      and, at the request and expense of Company, to apply for letters patent or
      registration thereon in every jurisdiction designated by Company. Executive
      represents that he has complied with this provision as contained in his
      employment agreement with Copperweld Bimetallics LLC, dated January 1,
      2007.

     

    17.  Confidential
      Information.
      Executive agrees both during the Term and thereafter to keep secret and
      confidential all information labeled confidential or not generally known which
      is heretofore or hereafter acquired concerning the business and affairs of
      Company, including without limitation, information regarding trade secrets,
      proprietary processes, confidential business plans, market research data and
      financial data, and further agrees not to disclose any such information to
      any
      person, firm, or corporation or use the same in any manner other than in
      furtherance of the business or affairs of Company or unless such information
      shall become public knowledge by other means Executive agrees that such
      information is a valuable, special, and unique asset of Company. Upon the
      termination of Executive’s employment with Company, Executive shall immediately
      return to Company all documents, records, notebooks, and similar repositories
      of
      information relating to confidential information of Company and/or the
      development of any inventions. The provisions of this Section 17 shall survive
      the termination of this Agreement and Executive’s employment for any
      reason.

     

    18.  Waiver
      of Breach.
      The
      waiver by Company or Executive of any breach of a provision of this Agreement
      shall not operate or be construed as, a waiver of any subsequent breach by
      the
      parties.

     

    19.  Notice.
      All
      notices, requests, demands, payments, or other communications hereunder shall
      be
      deemed to have been duly given if in writing and hand delivered or sent by
      certified or registered mail, return receipt requested, to the appropriate
      address indicated below or to such other address as may be given in a notice
      sent to all parties hereto:

     

    
      
        
        

      

      
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              (a)

            	
              if
                to Company, to:

            
	 	 	
              Chris
                Wang

            
	 	 	
              Grand
                Orient Tower A, 24th
                Fl
                H-2

            
	 	 	
              Dong
                Zhi Men Wai Xiao Jie, Jia 2

            
	 	 	
              Beijing,
                PRC 100027

            
	 	 	
              86-10-8447-8280

            
	 	 	 
	 	 	
              With
                a copy to:

            
	 	 	
              Roy
                Yu

            
	 	 	
              1
                Shuang Qiang Street, Jinzhou

            
	 	 	
              Dalian,
                PRC 116100

            
	 	 	 
	 	 	 
	 	
              b)

            	
              If
                to Executive, to:

            
	 	 	
              James
                A. Todd

            
	 	 	
              1951
                Ray Alexander Drive

            
	 	 	
              Greensboro,
                NC 27410

            


    

    


    20.  Entire
      Agreement.
      This
      Agreement supersedes any and all other understandings and agreements, either
      oral or in writing, between the Executive, on one hand, and the Company, the
      Subsidiary or any other subsidiary of the Company, on the other hand, with
      respect to the subject matter hereof and constitutes the sole and only agreement
      between such persons with respect to said subject matter. Each party to this
      Agreement acknowledges that no representations, inducements, promises, or
      agreements, oral or otherwise, have been made by any party or by anyone acting
      on behalf of any party, which are not embodied herein, and that no agreement,
      statement, or promise not contained in this Agreement shall be valid or binding
      or of any force or effect. No change or modification of this Agreement shall
      be
      valid or binding upon the parties hereto unless such change or modification
      is
      in writing and is signed by the parties hereto.

     

    21.  Severability.
      If any
      one or more of the provisions contained in this Agreement shall be held by
      a
      court of competent jurisdiction to be invalid, illegal, or unenforceable in
      any
      respect for any reason, that invalidity, illegality, or unenforceability shall
      not affect any other provisions hereof, and this Agreement shall be construed
      as
      if that invalid, illegal, or unenforceable provision had never been contained
      herein.

     

    22.  Parties
      Bound.
      The
      terms, promises, covenants, and agreements contained in this Agreement shall
      apply to, be binding upon, and inure to the benefit of the parties hereto and
      their respective successors and assigns; provided, however, that this Agreement
      may not be assigned by Company or Executive without the prior written consent
      of
      the other party.

     

    23.  Settling
      Disputes.
      Subject
      to Section 23(b), in any dispute, claim, question or difference arises with
      respect to this Agreement or its performance, enforcement, breach, termination
      or validity (a “Dispute”), the parties will use their reasonable efforts to
      attempt to settle the Dispute.

     

    
      
        
        

      

      
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    (a)  Arbitration.
      Subject
      to Section 23(b), except as is expressly provided in this Agreement, if the
      parties do not reach a solution within a period of 30 business days following
      the first notice of the Dispute by any party to the other, then upon written
      notice by any party to the other, the Dispute shall be finally settled by
      arbitration in accordance with the following procedures:

     

    
      	(1)  	
              The
                matter shall be determined by mandatory arbitration in Chattanooga,
                Tennessee by a Tennessee corporate lawyer who is rated “AV” by Martindale
                Hubbell Law Directory, who is selected by agreement of the parties
                to the
                dispute and shall be conducted in accordance with the Commercial
                Arbitration Rules of the American Arbitration Association. If the
                parties
                do not agree on the selection of an arbitrator, the arbitrator will
                be
                selected by the American Arbitration Association based on the criteria
                stated above. The parties to the dispute shall pay on a pro rata
                basis all
                fees and expenses charged by the American Arbitration Association
                for its
                services in selecting an arbitrator. The arbitrator shall base his
                or her
                award on applicable law and judicial precedent and, unless all parties
                agree otherwise, shall include in such award the findings of fact
                and
                conclusions of law upon which the award is based. Judgment on the
                award
                rendered by the arbitrator may be entered in any court having jurisdiction
                thereof.

            


    

     

    
      	(2)  	
              The
                award of the arbitrator will be final and binding as to all the parties
                to
                the claim, dispute, or controversy and will not be subject to appeal,
                review, or re-examination by a court or the arbitrator, except for
                fraud,
                perjury, manifest clerical error, or evident partiality or misconduct
                by
                the arbitrator that prejudices the rights of a party to the arbitration.
                The award of the arbitrator may include an award of any damages other
                than
                treble, special, punitive, exemplary, or consequential damages, and,
                pursuant to the pleading of any party to the dispute, any court having
                jurisdiction may enter a judgment of any award rendered in the
                arbitration. The arbitrator shall award to the prevailing party in
                the
                arbitration, if any, as determined by the arbitrator, all costs incurred
                by it in connection with the arbitration. Except as otherwise required
                by
                law, the arbitrator and the parties to the arbitration shall treat
                the
                arbitration proceeding as strictly confidential and shall not disclose
                the
                existence, content, or results of the arbitration without the advance
                written consent of every party to the
                arbitration.

            


    

     

    
      	(3)  	
              If
                any party fails to proceed with arbitration as provided herein or
                unsuccessfully seeks to stay such arbitration, or fails to comply
                with any
                arbitration award, the other party shall be entitled to be awarded
                costs,
                including reasonable attorneys’ fees, paid or incurred by such other party
                in successfully compelling such arbitration or defending against
                the
                attempt to stay, vacate or modify such arbitration
                award.

            


    

     

    
      
        
        

      

      
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    (b)  Arbitration
      Does Not Apply.
      Nothing
      in this shall limit or prevent a party from seeking to enforce the performance
      of this Agreement by injunction or specific performance upon application to
      a
      court of competent jurisdiction without proof of actual damage (and without
      the
      requirement of posting a bond or other security).

     

    24.  Set
      Off.
      Company’s obligation to pay Executive the amounts provided and to make
      arrangements provided hereunder shall be subject to set-off, counterclaim or
      recoupment of amounts owed by Executive to the Company or its
      affiliates.

     

    25.  Withholding
      Taxes.
      Company
      may withhold from any amounts payable under this Agreement such Federal, state
      and local taxes as may be required to be withheld pursuant to any applicable
      law
      or regulation.

     

    26.  Section
      409A of the Code.
      It is
      the intention of the parties to this Agreement that no payment or entitlement
      pursuant to this Agreement will give rise to any adverse tax consequences to
      the
      Executive under Section 409A of the Code and Department of Treasury regulations
      and other interpretative guidance thereunder, including that issued after the
      date hereof (collectively, “Section 409A”). The Agreement shall be interpreted
      to that end and, consistent with that objective and notwithstanding any
      provision herein to the contrary, Executive and the Company agree to amend
      this
      Agreement in order to avoid, if practicable, the application of such taxes
      or
      interest under Section 409A and in a manner to preserve the economic benefits
      of
      this Agreement from Executive’s perspective at no additional cost to the
      Company. Further, no effect shall be given to any provision herein in a manner
      that reasonably could be expected to give rise to adverse tax consequences
      under
      that provision. Notwithstanding any other provision herein, if the Executive
      is
      a “specified employee” (as defined in, and pursuant to, Treasury Regulation
      1.409A-1(i)) on the date of termination, no payment of compensation under this
      Agreement shall be made to the Executive during the period lasting six (6)
      months from the date of termination unless the Company determines that there
      is
      no reasonable basis for believing that making such payment would cause the
      Executive to suffer any adverse tax consequences pursuant to Section 409A.
      If
      any payment to the Executive is delayed pursuant to the foregoing sentence,
      such
      payment instead shall be made on the first business day following the expiration
      of the six-month period referred to in the prior sentence. Moreover, in the
      event the Executive is required to execute a Release, no amount payable pursuant
      to Section 12 that is subject to Section 409A shall be paid prior to the
      expiration of the revocation period without regard to whether the Executive
      waives such revocation right prior to the expiration of such period. Although
      the Company shall consult with the Executive in good faith regarding
      implementation of this Section 26, neither the Company nor its employees or
      representatives shall have liability to the Executive with respect to any
      additional taxes that the Executive may be subject to in the event that any
      amounts under this Agreement are determined to violate Section
      409A.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    27.  Executive
      Representation.
      Executive hereby represents to the Company that the execution and delivery
      of
      this Agreement by Executive and the Company and the performance by the Executive
      of Executive’s duties hereunder shall not constitute breach of, or otherwise
      contravene, the terms of any employment agreement or other agreement or policy
      to which Executive is a party or otherwise bound.

     

    28.  Cooperation.
      Executive shall provide Executive’s reasonable cooperation in connection with
      any action or proceeding (or any appeal from any action or proceeding) which
      relates to events occurring during Executive’s employment hereunder. This
      provision shall survive any termination of this Agreement or Executive’s
      employment.

     

    29.  Captions.
      Captions to the Sections of this Agreement are inserted solely for the
      convenience of the parties, are not a part of this Agreement, and in no way
      define, limit, extend or describe the scope thereof or the intent of any of
      the
      provisions.

     

    30.  Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.

     

    31.  Applicable
      Law.
      This
      Agreement shall be construed and the legal relationship between the parties
      determined in accordance with the laws of the State of Tennessee without
      application of its choice of law rules.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals
      as
      of the day and year first above written, the corporate party acting through
      duly
      authorized officers.

     

    

      


      
        	
                 

              	
                 

              	FUSHI
                INTERNATIONAL, INC.
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	By:	
                 /s/
                  Chris W. Wang

              
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	Title:
                Chief Financial Officer
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	 	
                 

              
	
                 

              	
                 

              	EXECUTIVE
	
                 

              	
                 

              	 	
                 

              
	
                /s/
                  Li Fu 

              	
                 

              	/s/
                James A. Todd
	
                (Witness)

              	
                 

              	James
                A. Todd


      

    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    STOCK
      OPTION VESTING AND EXERCISE PRICE SCHEDULE

    


    Note:
       The
      number of Shares that will vest and be exercisable on each of the vesting dates,
      provided Executive remains employed with the Company and its subsidiaries on
      such vesting date,
      and
      the applicable exercise prices per Share for such Shares are set forth below.
      

    


    The
      Exercise Price per Share for each tranche of Shares for each vesting date shall
      be $16.44 plus the additional amount, if any, given below applicable to such
      tranche:

     

    

      
        	
                Number
                  of Shares

              	
                Vesting
                  Date

              	
                Exercise
                  Price per Share

              
	
                16,875

              	
                January
                  25, 2008

              	
                $0

              
	
                16,875

              	
                April
                  25, 2008

              	
                $0

              
	
                16,875

              	
                July
                  25, 2008

              	
                $1.50

              
	
                16,875

              	
                October
                  25, 2008

              	
                $1.50

              
	
                16,875

              	
                January
                  25, 2009

              	
                $3.00

              
	
                16,875

              	
                April
                  25, 2009

              	
                $3.00

              
	
                16,875

              	
                July
                  25, 2009

              	
                $4.50

              
	
                16,875

              	
                October
                  25, 2009

              	
                $4.50

              


      

      
        
           

        

        
          13

          
            

          

        

        
           

        

         

      

    

    EXHIBIT
      B

    RELEASE

    


    This
      RELEASE ("Release") dated as of ___________, 20__ between Fushi International,
      Inc., on, a Nevada corporation (the “Company”), and James A. Todd (the
“Executive”).

     

    WHEREAS,
      the Company and the Executive previously entered into an employment agreement
      dated _______ __, 2007 (the “Employment Agreement”); and

     

    WHEREAS,
      the Executive's employment with the Company has terminated effective ______
      __,
      20__; 

     

    NOW,
      THEREFORE, in consideration of the premises and mutual agreements contained
      herein and in the Employment Agreement, the Company and the Executive agree
      as
      follows:

     

    1.  The
      Executive, on his own behalf and on behalf of his heirs, estate and
      beneficiaries, does hereby release the Company, and in such capacities, any
      of
      its subsidiaries or affiliates, and each past or present officer, director,
      agent, employee, shareholder, and insurer of any such entities, from any and
      all
      claims made, to be made, or which might have been made of whatever nature,
      whether known or unknown, from the beginning of time, including those that
      arose
      as a consequence of his employment with the Company, or arising out of the
      severance of such employment relationship, or arising out of any act committed
      or omitted during or after the existence of such employment relationship, all
      up
      through and including the date on which this Release is executed, including,
      but
      not limited to, those which were, could have been or could be the subject of
      an
      administrative or judicial proceeding filed by the Executive or on his behalf
      under federal, state or local law, whether by statute, regulation, in contract
      or tort, and including, but not limited to, every claim for front pay, back
      pay,
      wages, bonus, fringe benefit, any form of discrimination (including but not
      limited to, every claim of race, color, sex, religion, national origin,
      disability or age discrimination under the Civil Rights Act of 1866; the Age
      Discrimination in Employment Act; the Americans with Disabilities Act; the
      Family and Medical Leave Act, the Civil Rights Act of 1964, Title VII, as
      amended; the Civil Rights Act of 1991; the Employee Retirement Income Security
      Act of 1974, as amended; the Equal Pay Act; the Worker Adjustment and Retraining
      Notification Act; the North Carolina Retaliatory Employment Discrimination
      Act;
      Tennessee Human Rights Act or any other federal, state or local law relating
      to
      employment or discrimination in employment, or otherwise), wrongful termination,
      emotional distress, pain and suffering, breach of contract, compensatory or
      punitive damages, interest, attorney's fees, reinstatement or reemployment.
      If
      any arbitrator or court rules that such waiver of rights to file, or have filed
      on his behalf, any administrative or judicial charges or complaints is
      ineffective, the Executive agrees not to seek or accept any money damages or
      any
      other relief upon the filing of any such administrative or judicial charges
      or
      complaints. The Executive relinquishes any right to future employment with
      the
      Company and the Company shall have the right to refuse to re-employ the
      Executive, in each case without liability of the Executive or the Company.
      The
      Executive acknowledges and agrees that even though claims and facts in addition
      to those now known or believed by him to exist may subsequently be discovered,
      it is his intention to fully settle and release all claims he may have against
      the Company and the persons and entities described above, whether known, unknown
      or suspected. Employee does not waive his right to file a charge with the EEOC
      or participate in an investigation conducted by the EEOC; however, Employee
      expressly waives his right to monetary or other relief should any administrative
      agency, including but not limited to the EEOC, pursue any claim on Employee’s
      behalf.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    2.  The
      Company and the Executive acknowledge and agree that the release contained
      in Paragraph 1 does not, and shall not be construed to, release or limit the
      scope of any existing obligation of the Company and/or any of its subsidiaries
      or affiliates (i) to indemnify the Executive for his acts as an officer or
      director of Company in accordance with the bylaws of Company or the law; (ii)
      to
      the Executive and his eligible, participating dependents or beneficiaries under
      any existing group welfare (excluding severance), equity, or retirement plan
      of
      the Company in which the Executive and/or such dependents are participants,
      or
      (iii) to the Executive with respect to any severance payable pursuant to Section
      12 of the Employment Agreement.

    


    3. The
      Executive acknowledges that he has been provided at least 21 days to review
      the
      Release and has been advised to review it with an attorney of his choice. In
      the
      event the Executive elects to sign this Release prior to this 21 day period,
      he
      agrees that it is a knowing and voluntary waiver of his right to wait the full
      21 days. The Executive further understand that he has 7 days after the signing
      hereof to revoke it by so notifying the Company in writing, such notice to
      be
      received by the Chief Executive Officer of the Company within the 7 day period.
      The Executive further acknowledge that he has carefully read this Release,
      knows
      and understands its contents and its binding legal effect. The Executive
      acknowledge that by signing this Release, he does so of his own free will and
      act and that it is his intention that he be legally bound by its
      terms.

    


    IN
      WITNESS WHEREOF, the parties have executed this Release on the date first above
      written.

     


    
      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                FUSHI
                  INTERNATIONAL, INC.

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                By:  

              	
                 

              
	
                 

              	
                
                  
Name:
                  

              
	
                 

              	
                Title: 

              


      

      


      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                JAMES
                  A. TODD

                 

                ________________________

              
	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                        
                    

              	
                 

              


      

       

      


      
        
           

        

        
          15