Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT
      (“Agreement”),
      is
      dated as of November 1, 2007, by and between Amnutria Dairy Inc., a Nevada
      corporation, with an address at 11990 Market Street, Suite 205, Reston, Virginia
      20190 (the “Company”),
      and
      Mr. Shu Kaneko, a Virginia resident, with an address at c/o Amnutria Dairy
      Inc.,
      11990 Market Street, Suite 205, Reston, Virginia 20190 (the "Executive").

    


    W
      I T N E S S E T H

    


    WHEREAS,
      the
      Company desires to employ the Executive as its Chief Financial Officer, and
      the
      Executive desires to accept such employment, on the terms and conditions set
      forth herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, representations and warranties set forth
      herein, and for other good and valuable consideration, it is hereby agreed
      as
      follows:

    


    1. Employment.
      The
      Company hereby agrees to employ the Executive, and the Executive hereby accepts
      such employment, upon the terms and conditions set forth herein.

    


    2. Term.
      This
      Agreement shall commence on the date hereof (the “Commencement
      Date”)
      and
      terminate on the second anniversary thereof, unless sooner terminated as
      provided in Section 8 of this Agreement (the “Employment
      Period”).
      At
      the expiration of the Employment Period, or any prior extensions thereof, the
      Employment Period shall automatically be extended, without any action on the
      part of the Company or the Executive, for additional periods of one (1) year,
      unless the Company or the Executive shall have submitted a written notice to
      the
      other party, not less than sixty (60) days prior to the expiration of the then
      scheduled Employment Period, stating that the Employment Period will not be
      further extended.

    


    3. Position
      and Duties.

    


    (a) During
      the Employment Period, the Executive shall serve as the Chief Financial Officer
      of the Company and shall have such duties and responsibilities as are consistent
      with such office, including, without limitation: (i) financial planning,
      budgeting, and reporting, (ii) general accounting functions, (iii) preparation
      and certification of reports under the Securities Act of 1933, as amended,
      and
      Securities Exchange Act of 1934, as amended, and the Rules and Regulations
      promulgated thereunder, (iv) representation of the Company on a variety of
      issues to customers, suppliers, investors, media representatives and the general
      community, and (v) as otherwise may be prescribed from time to time by the
      Board
      of Directors of the Company, within the customary requirements of this position.
      The Executive shall be the second-highest ranking officer of the Company and
      shall report only to the Chief Executive Officer and the Board of
      Directors.

    


    (b) During
      the Employment Period, the Executive shall perform and discharge his duties
      and
      responsibilities well and faithfully and in accordance with the terms and
      conditions of this Agreement, and shall devote his best talents, efforts and
      abilities to the performance of his duties hereunder.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) During
      the Employment Period, the Executive shall devote substantially all of his
      business time, attention and energy to performing his duties and
      responsibilities hereunder and shall have no other employment and no other
      outside business activities whatsoever; provided,
      however,
      that
      the Executive shall not be precluded from making passive investments which
      do
      not require the devotion of any significant time or effort.

    


    (d) In
      addition, during the Employment Period, Executive shall serve as a member of
      the
      Company’s Board of Directors. The Company agrees that it shall nominate the
      Executive to be a director of the Company at each election of directors of
      the
      Company to be held during the Employment Period, and to recommend to the
      shareholders of the Company to vote their shares in favor of the election of
      the
      Executive as a director of the Company at all such meetings. The Executive
      agrees to serve as a director of the Company for no additional consideration,
      except as may be provided to all directors generally.

    


    4. Compensation. 

    


    (a) Base
      Salary.
      In
      consideration for the Executive’s services hereunder, the Company shall pay the
      Executive a minimum annual salary (as the same shall be increased from time
      to
      time at the discretion of the Board of Directors, the "Base
      Salary")
      of
      $150,000, payable in accordance with the customary payroll practices of the
      Company, but not less frequently than semi-monthly.

    


    (b) Bonus.
      In
      addition to the Base Salary, the Executive may receive a discretionary bonus
      at
      the Company’s fiscal year end, in an amount to be determined by the Board of
      Directors (excluding the Executive if he is then a director), in its sole
      discretion, up to three (3) months of the Executive’s Base Salary.

    


    (c) Issuance
      of Securities.
      As
      additional consideration, the Executive may receive issuances and/or grants
      of
      securities of the Company, in amounts, and subject to terms and conditions,
      to
      be determined by the Board of Directors (excluding the Executive if he is then
      a
      director), in its sole discretion. 

    


    (d) Withholding.
      All
      payments required to be made by the Company to the Executive under this
      Agreement shall be subject to withholding taxes, social security and other
      payroll deductions in accordance with applicable law and the Company's policies
      applicable to executives of the Company.

    


    5. Benefits.
      During
      the Employment Period, the Company shall provide the Executive with the
      following benefits:

    


    (a) Medical,
      Health and Dental Insurance Benefits.
      The
      Company shall at its own expense provide the Executive and his eligible
      dependents with the medical, health and dental insurance coverage provided
      by
      the Company generally to its executives. Nothing herein shall prevent the
      Company from amending and/or terminating the coverages and/or plans described
      in
      this Section 5(a); provided,
      however,
      that
      such amendment and/or termination is applicable generally to the executives
      of
      the Company.

    


    
      
        
        

      

      
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    (b) Disability
      and Accident Insurance Benefits.
      Provided
      that (i) the Executive is and remains insurable; (ii) the Executive is and
      remains eligible for coverage under either a group insurance policy maintained
      by the Company or its affiliates or an individual insurance policy in either
      case at a cost to the Company no greater than the standard rate, as determined
      by the insurance underwriter designated by the Company, based upon an individual
      in good health and such other factors, including, but not limited to, age,
      gender and income; and (iii) the Executive shall do, execute, acknowledge and
      deliver, or cause to be done, executed, acknowledged or delivered, all
      documents, applications, instruments, assurances or acts (including but not
      limited to physical examinations), as may be necessary to obtain such insurance
      coverage, the Company shall provide the Executive with long term disability
      insurance coverage from the underwriter providing for “lifetime” disability
      benefits, equal to 50% of the Executive's base salary after a waiting period
      of
ninety
      (90)
      days. In
      the event the underwriter offers the Executive (x) such coverage at a cost
      in
      excess of the standard rate, or (y) insurance coverage providing reduced
      benefits, the Executive may, at his option, pay the excess cost to obtain the
      insurance coverage or accept the disability insurance coverage with reduced
      benefits. Under
      no circumstances will the Company have any liability for the excess cost or
      resulting from the inability to obtain full benefits.

    


    (c) 401(k)
      Plan.
      The
      Executive shall have the ability to participate in any Company 401(k) Plan,
      or
      other retirement plan, made available by the Company to its employees, in
      accordance with the terms and conditions of such plan.

    


    (d) Liability
      Insurance.
      The
      Executive shall be provided with the liability insurance coverage generally
      provided to officers and directors of the Company; provided,
      however,
      that
      the Company shall not be required to obtain such coverage. Notwithstanding
      the
      foregoing, the Company agrees to indemnify the Executive against all costs,
      damages and expenses, including reasonable attorneys’ fees, incurred by the
      Executive as a result of claims by third parties arising out of or from the
      Executive's lawful acts as an Executive of the Company, provided such acts
      are
      not grossly negligent and are performed in good faith and in a manner reasonably
      believed by the Executive to be in the Company’s best interests. Any counsel
      employed to defend the Executive in any such action shall be reasonably
      acceptable to the Executive and the Company. Any counsel appointed by any
      insurance carrier for the Company shall be deemed acceptable. It is the intent
      of the parties that the obligation imposed by this paragraph will survive the
      termination of this Agreement.

    


    (e) Life
      Insurance Benefits.
      Provided that (i) the Executive is and remains insurable; (ii) the Executive
      is
      and remains eligible for coverage under either a group insurance policy
      maintained by the Company or its affiliates or an individual insurance policy
      in
      either case at a cost to the Company no greater than the standard rate, as
      determined by the insurance underwriter designated by the Company, based upon
      an
      individual in good health and such other factors, including, but not limited
      to,
      age, gender and income; and (iii) the Executive shall do, execute, acknowledge
      and deliver, or cause to be done, executed, acknowledged or delivered, all
      documents, applications, instruments, assurances or acts (including but not
      limited to physical examinations), as may be necessary to obtain such insurance
      coverage, the Company shall provide the Executive with life insurance in an
      amount equal to $1,000,000.

    


    
      
        
        

      

      
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    (f) Other
      Benefits.
      The
      Company shall make available to the Executive any and all other Executive or
      fringe benefits (in accordance with their terms and conditions) which the
      Company may make available to its other executives.

    


    6. Reimbursement
      of Expenses.
      During
      the Employment Period, the Company shall pay or reimburse the Executive for
      all
      reasonable travel (at business class level for international flights),
      entertainment and other business expenses actually incurred or paid by the
      Executive in the performance of his duties hereunder upon presentation of
      expense statements and/or such other supporting information as the Company
      may
      reasonably require of the Executive.

    


    7. Vacation.
      The
      Executive shall be entitled to twenty-five (25) days of paid vacation during
      each full calendar year of the Employment Period (and a pro rata portion thereof
      for any portion of the Employment Period that is less than a full calendar
      year); provided,
      however,
      that no
      single vacation may exceed two consecutive weeks in duration. Unused vacation
      may not be carried over to successive years.

    


    8. Termination.
      The
      employment of the Executive hereunder may be terminated prior to the expiration
      of the Employment Period in the manner described in this Section 8.

    


    (a) Termination
      upon Death.
      The
      employment of the Executive hereunder shall terminate immediately upon his
      death.

    


    (b) Termination
      upon Disability.
      The
      Company shall have the right to terminate this Agreement during the continuance
      of any Disability of the Executive, as hereafter defined, upon fifteen (15)
      days’ prior notice to the Executive during the continuance of the
      Disability.

    


    (c) Termination
      by the Company Without Good Cause.
      The
      Company shall have the right to terminate the Executive's employment hereunder
      without Good Cause (as such term is defined herein) by written notice to the
      Executive.

    


    (d) Termination
      by the Company for Good Cause.
      The
      Company shall have the right to terminate the employment of the Executive for
      Good Cause by written notice to the Executive specifying the particulars of
      the
      circumstances forming the basis for such Good Cause.

    


    (e) Voluntary
      Resignation by the Executive.
      The
      Executive shall have the right to voluntarily resign his employment hereunder
      for other than Good Reason (as such term is defined herein) by written notice
      to
      the Company. 

    


    (f) Resignation
      by the Executive for Good Reason.
      The
      Executive shall have the right to terminate his employment for Good Reason
      by
      written notice to the Company specifying the particulars of the circumstances
      forming the basis for such Good Reason.

     

    
      
        
        

      

      
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    (g) Termination
      Date.
      The
      "Termination
      Date"
      is the
      date as of which the Executive's employment with the Company terminates. Any
      notice of termination given pursuant to the provisions of this Agreement shall
      specify the Termination Date.

    


    (h) Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

    


    (i) "Disability"
      shall
      mean an inability by the Executive to perform a substantial portion of the
      Executive’s duties hereunder by reason of physical or mental incapacity or
      disability for a total of ninety (90) days or more in any consecutive period
      of
      three hundred and sixty five (365) days, as determined by the Board of Directors
      in its good faith judgment. 

    


    (ii) "Good
      Cause"
      as used
      herein, shall mean (A) the commission of a felony, or a crime involving moral
      turpitude, or the commission of any other act or omission involving dishonesty,
      disloyalty, or fraud with respect to the Company; (B) conduct tending to bring
      the Company or any of its affiliates into substantial public disgrace or
      disrepute; (C) substantial and repeated failure to perform duties as reasonably
      directed by the Board of Directors; (D) negligence or willful misconduct with
      respect to the Company or any of its affiliates; or (E) any material
      misrepresentation by the Executive under this Agreement; provided,
      however,
      that
      such Good Cause shall not exist unless the Company shall first have provided
      the
      Executive with written notice specifying in reasonable detail the factors
      constituting such Good Cause, as applicable, and such factors shall not have
      been cured by the Executive within ten (10) days after such notice or such
      longer period as may reasonably be necessary to accomplish the
      cure.

    


    (iii) "Good
      Reason"
      means
      the occurrence of any of the following events:

    


    (A) the
      assignment to the Executive of any duties inconsistent in any material respect
      with the Executive’s then position (including status, offices, titles and
      reporting relationships), authority, duties or responsibilities, or any other
      action or actions by the Company which when taken as a whole results in a
      significant diminution in the Executive's position, authority, duties or
      responsibilities, excluding for this purpose any isolated, immaterial and
      inadvertent action not taken in bad faith and which is remedied by the Company
      promptly after receipt of notice thereof given by the Executive;

    


    (B) a
      material breach by the Company of one or more provisions of this Agreement,
      provided that such Good Reason shall not exist unless the Executive shall first
      have provided the Company with written notice specifying in reasonable detail
      the factors constituting such material breach and such material breach shall
      not
      have been cured by the Company within thirty (30) days after such notice or
      such
      longer period as may reasonably be necessary to accomplish the
      cure;

     

    
      
        
        

      

      
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    (C) the
      Company requiring the Executive to be based at any location other than within
      fifty (50) miles of the Company's current executive office location, except
      for
      requirements of travel on behalf of the Company's business; and

    


    (D) any
      purported termination by the Company of the Executive's employment otherwise
      than as expressly permitted by this Agreement. 

    


    9. Obligations
      of Company on Termination.
      Notwithstanding anything in this Agreement to the contrary, the Company's
      obligations on termination of the Executive's employment shall be as described
      in this Section 9.

    


    (a) Obligations
      of the Company in the Case of Termination Without Good Cause or Resignation
      by
      the Executive for Good Reason.
      In the
      event that prior to the expiration of the Employment Period, the Company
      terminates the Executive's employment, pursuant to Section 8(c), without Good
      Cause, or the Executive resigns, pursuant to Section 8(f), for Good Reason,
      the
      Company shall provide the Executive with the following:

    


    (i) Severance
      Payments.
      The
      Company shall pay the Executive at
      the rate(s) which would otherwise have been in effect pursuant to Section 4
      above:

    


    (A) the
      Base
      Salary otherwise payable to the Executive for the period of six (6) months;
      and

    


    (B) any
      Base
      Salary, bonuses, vacation and unreimbursed expenses accrued but unpaid as of
      the
      Termination Date.

    


    (ii) Medical
      and Health Insurance.
      The
      Company shall, at its sole expense, provide the Executive (and his dependents)
      with coverage under (and in accordance with the terms and conditions of) the
      Company's medical and health insurance plans, as in effect from time to time,
      for the period of twelve (12) months; provided,
      however,
      that to
      the extent such coverage may be unavailable under such medical and health
      insurance plans due to restrictions imposed by the insurer(s) under such plans,
      the Company shall take such action as may be required to provide equivalent
      benefits from other sources.

    


    (b) Obligations
      of the Company in case of Termination for Death, Disability, Voluntary
      Resignation or Good Cause.
      Upon
      termination of the Executive's employment upon his death (pursuant to Section
      8(a)), as a result of his Disability (pursuant to Section 8(b), for Good Cause
      (pursuant to Section 8(d)), or as a result of the voluntary resignation of
      the
      Executive (pursuant to Section 8(e)), the Company shall have no payment or
      other
      obligations hereunder to the Executive, except for the payment of any Base
      Salary, bonuses, benefits or unreimbursed expenses accrued but unpaid as of
      the
      date of such termination.

    


    10. Covenants
      of the Executive.

    


    (a) Confidentiality.

     

    (i) The
      Executive recognizes that the Executive’s position with the Company is one of
      trust and confidence. The Executive acknowledges that, the Company has devoted
      substantial time and effort and resources to developing the Company's business
      and clients, and that during the course of the Executive’s employment with the
      Company, the Executive will necessarily become acquainted with confidential
      information relating to the clients or potential clients (including names,
      addresses and telephone numbers) of the Company, and the Company's investments
      or potential investments in and/or financings and/or potential financings to
      be
      provided to these clients or potential clients, and trade secrets, processes,
      methods of operation and other information, which the Company regards as
      confidential and in the nature of trade secrets (collectively, "Confidential
      Information").
      The
      Executive acknowledges and agrees that the Confidential Information is of
      incalculable value to the Company and that the Company would suffer damage
      if
      any of the Confidential Information was improperly disclosed.

    


    
      
        
        

      

      
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    (ii) The
      Executive recognizes that because of the opportunities and support so provided
      to the Executive and because of Executive's access to the Company's Confidential
      Information, Executive would be in a unique position to divert business from
      the
      Company and to commit irreparable damage to the Company were Executive to be
      allowed to divulge any of the Confidential Information.

    


    (iii) The
      Executive covenants and agrees that the Executive will not, at any time during
      or after the termination of the Executive’s relationship with the Company,
      regardless of whether termination is initiated by either Executive or the
      Company, reveal, divulge, or make known to any person, firm or corporation,
      any
      Confidential Information made known to the Executive or of which the Executive
      has become aware, regardless of whether developed, prepared, devised or
      otherwise created in whole or in part by the efforts of the Executive, except
      and to the extent that such disclosure is necessary to carry out the Executive’s
      duties for the Company. The Executive further covenants and agrees that the
      Executive shall retain all Confidential Information in trust for the sole
      benefit of the Company, and will not divulge or deliver or show any Confidential
      Information to any unauthorized person including, without limitation, any other
      employer of the Executive, and the Executive will not make use thereof in an
      independent business related to the business of the Company; provided,
      however,
      that
      the Executive has no obligation, express or implied, to refrain from using
      or
      disclosing to others any such knowledge or information which is or hereafter
      shall become available to the public other than through disclosure by the
      Executive.

    


    (iv) The
      Executive agrees that, upon termination of the Executive’s employment with the
      Company, for any reason whatsoever, or for no reason, and at any time, the
      Executive shall return to the Company all papers, documents and other property
      of the Company placed in the Executive’s custody or obtained by the Executive
      during the course of the Executive’s employment which relate to Confidential
      Information, and the Executive will not retain copies of any such papers,
      documents or other property for any purpose whatsoever.

    


    (b) Non-Competition.
      The
      Company is a manufacturer and distributor of infants’ and children’s formula ,
      milk powder and soybean products in the People’s Republic of China (the
      "Business").
      Executive acknowledges that during his employment with the Company he will
      become familiar with trade secrets and other information relating to the Company
      and its Business, and that his services have been and will be of special, unique
      and extraordinary value to the Company. Therefore, Executive agrees that, during
      the Employment Period, and for one (1) year thereafter (collectively, the
      "Non-Compete
      Period"),
      he
      will not directly or indirectly own, manage, control, participate in, consult
      with, render services for, or in any other manner engage in any business, or
      as
      an investor in or lender to any business (in each case including, without
      limitation, on his own behalf or on behalf of another entity) which competes
      either directly or indirectly with the Company in the Business, in any market
      in
      which the Company is operating, or is considering operating at any given point
      in time during the Employment Period, or as of the end of the Employment Period
      if the Employment Period has ended. Nothing in this Section 10(b) will be deemed
      to prohibit the Executive from being a passive owner of less than 5% of the
      outstanding stock of a corporation engaged in a competing business as described
      above of any class which is publicly traded, so long as Executive has no direct
      or indirect participation in the business of such corporation.

     

    
      
        
        

      

      
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    (c) Non-Solicitation
      of Business.
      Executive will not, during the Employment Period, or at any time within the
      one
      (1) year period immediately following his termination from employment,
      regardless of whether termination is initiated by Executive or by the Company,
      for any reason, solicit or assist any other person to solicit, whether directly
      or indirectly, any business (other than for the Company) from any individual
      or
      entity which is or has within the last two (2) years been, a supplier,
      distributor, or customer of the Company. 

    


    (d) Non-Solicitation
      of Employees and Independent Contractors.
      Executive will not, during the Employment Period, or at any time following
      his
      termination from employment, regardless of whether termination is initiated
      by
      Executive or by the Company, for any reason, directly or indirectly (i) induce
      or attempt to induce any employee or full-time independent contractor of the
      Company to leave the employ or contracting relationship with the Company, or
      in
      any way interfere with the relationship between the Company and any employee
      or
      full-time independent contractor thereof, (ii) solicit for employment or as
      an
      independent contractor any person who was an employee or full-time independent
      contractor of the Company at any time during the Employment Period, or (iii)
      induce or attempt to induce any customer, supplier or other business relation
      of
      the Company to cease doing business with the Company or in any way interfere
      with the relationship between any such customer, supplier or other business
      relation and the Company.

    


    (e) Work
      Product.
      The
      Executive agrees that all innovations, inventions, improvements, developments,
      methods, designs, analyses, drawings, reports, and all similar or related
      information which relate to the Company’s Business, or any business which the
      Company has taken significant action to pursue, and which are conceived,
      developed or made by the Executive during the Employment Period (any of the
      foregoing, hereinafter "Work
      Product"),
      belong to the Company. The Executive will promptly disclose all such Work
      Product to the Board of Directors and perform all actions reasonably requested
      by the Board of Directors (whether during or after the Employment Period) to
      establish and confirm such ownership (including, without limitation,
      assignments, consents, powers of attorney and other instruments).

    


    (f) No
      Conflict.
      The
      Executive represents and warrants to the Company that the Executive is not
      a
      party to or bound by any employment agreement, noncompete agreement or
      confidentiality agreement with any other person or entity or any other agreement
      which would prevent or limit his ability to enter into this Agreement or perform
      his obligations hereunder.

    


    
      
        
        

      

      
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    (g) Enforcement.
      

    


    (i) The
      Executive acknowledges that the Company will suffer substantial and irreparable
      damages not readily ascertainable or compensable in terms of money in the event
      of the breach of any of the Executive’s obligations under Sections 10(a) through
      (f) hereof. The Executive therefore agrees that the provisions of Sections
      10(a)
      through (f) shall be construed as an agreement independent of the other
      provisions of this Agreement and any other agreement and that the Company,
      in
      addition to any other remedies (including damages) provided by law, shall have
      the right and remedy to have such provisions specifically enforced by any court
      having equity jurisdiction thereof. Accordingly, in addition to all of the
      Company's rights and remedies under this Agreement, including but not limited
      to, the right to the recovery of monetary damages from the Executive, the
      Company shall be entitled, and the Executive hereby consents, to the issuance
      by
      any court of competent jurisdiction of temporary, preliminary and permanent
      injunctions, without bond, enjoining any such breach or threatened breach by
      the
      Executive. The Executive's sole remedy in the event of any injunction or order
      shall be dissolution thereof, if warranted, upon duly held hearing in a court
      of
      competent jurisdiction. The Executive hereby waives all claims for damages
      for
      wrongful issuance of any such injunction.

    


    The
      rights and remedies set forth in this Section 10(g) shall be in addition to,
      and
      not in lieu of, any other rights and remedies available to the Company under
      law
      or equity.

    


    (ii) If
      at any
      time any of the provisions of this Section 10 shall be determined to be invalid
      or unenforceable, by reason of being vague or unreasonable as to area, duration
      or scope of activity, this Section 10 shall be considered divisible and shall
      become and be immediately amended to only such area, duration and scope of
      activity as shall be determined to be reasonable and enforceable by the court
      or
      other body having jurisdiction over the matter, and the Executive agrees that
      this Section 10, as so amended, shall be valid and binding as though any invalid
      or unenforceable provision had not been included herein.

    


    (iii) The
      Executive agrees to cooperate with the Company, during the Employment Period
      and
      thereafter (including following the Executive’s termination of employment for
      any reason), by making himself reasonably available to testify on behalf of
      the
      Company or any of its affiliates in any action, suit, or proceeding, whether
      civil, criminal, administrative, or investigative, and to assist the Company,
      or
      any affiliate, in any such action, suit, or proceeding, by providing information
      and meeting and consulting with the Company’s Board of Directors or its
      representatives or counsel, or representatives or counsel to the Company, or
      any
      affiliate as reasonably requested; provided,
      however,
      that
      the same does not materially interfere with his then current professional
      activities and is not contrary to the best interests of the Executive. The
      Company agrees to reimburse the Executive, on an after-tax basis, for all
      expenses actually incurred in connection with his provision of testimony or
      assistance. 

    


    11. Indemnification.
      The
      Company hereby agrees to indemnify and hold harmless the executive to the full
      extent permitted by the Nevada Revised Statutes, and other relevant statutes.
      The Company agrees to advance to the Executive, as and when incurred by the
      Executive, all costs and expenses arising from any claim as to which the Company
      is providing indemnification hereunder.

     

    
      
        
        

      

      
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    12. Insurance.
      The
      Company may, for its own benefit, in it sole discretion, maintain “key-man” life
      and disability insurance policies covering the Executive. The Executive shall
      cooperate with the Company and provide such information or other assistance
      as
      the Company may reasonably request in connection with the Company’s obtaining
      and maintaining such policies.

    


    13. Severability.
      Should
      any provision of this Agreement be held, by a court of competent jurisdiction,
      to be invalid or unenforceable, such invalidity or unenforceability shall not
      render the entire Agreement invalid or unenforceable, and this Agreement and
      each other provision hereof shall be enforceable and valid to the fullest extent
      permitted by law.

    


    14. Successors
      and Assigns.

    


    (a) This
      Agreement and all rights under this Agreement are personal to the Executive
      and
      shall not be assignable other than by will or the laws of descent. All of the
      Executive's rights under the Agreement shall inure to the benefit of his heirs,
      personal representatives, designees or other legal representatives, as the
      case
      may be.

    


    (b) This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns. Any entity succeeding to the business of the Company
      by
      merger, purchase, consolidation or otherwise shall assume by contract or
      operation of law the obligations of the Company under this
      Agreement.

    


    15. Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Nevada, without regard to the conflicts of laws rules thereof.


    


    16. Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement or the breach
      hereof shall be settled by Arbitration by and in accordance with the Commercial
      Rules of the American Arbitration Association then in effect in accordance
      with
      the laws of the State of Nevada, and the judgment upon any award rendered by
      the
      arbitrator or arbitrators may be entered in any court having competent
      jurisdiction thereof. The award of the Arbitrator shall be final, non-appealable
      and binding upon the parties hereto and their respective successors and
      permitted assigns

    


    17. Notices.
      All
      notices, requests and demands given to or made upon the respective parties
      hereto shall be deemed to have been given or made three business days after
      the
      date of mailing when mailed by registered or certified mail, postage prepaid,
      or
      on the date of delivery if delivered by hand, or one business day after the
      date
      of delivery by Federal Express or other reputable overnight delivery service,
      addressed to the parties at their addresses first set forth above, or to such
      other addresses furnished by notice given in accordance with this
      Section 17. 

     

    
      
        
        

      

      
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    18. Complete
      Understanding.
      Except
      as expressly provided below, this Agreement supersedes any prior contracts,
      understandings, discussions and agreements relating to employment between the
      Executive and the Company and constitutes the complete understanding between
      the
      parties with respect to the subject matter hereof. No statement, representation,
      warranty or covenant has been made by either party with respect to the subject
      matter hereof except as expressly set forth herein.

    


    19. Modification;
      Waiver.

    


    (a) This
      Agreement may be amended or waived if, and only if, such amendment or waiver
      is
      in writing and signed, in the case of an amendment, by the Company and the
      Executive or in the case of a waiver, by the party against whom the waiver
      is to
      be effective. Any such waiver shall be effective only to the extent specifically
      set forth in such writing.

    


    (b) No
      failure or delay by any party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. 

    


    20. Headings
      and Word Meanings.
      Headings
      and titles in this Agreement are for convenience of reference only and shall
      not
      control the construction or interpretation of any provisions hereof. The words
      “herein,” “hereof,” “hereunder” and words of similar import, when used anywhere
      in this Agreement, refer to this Agreement as a whole and not merely to a
      subdivision in which such words appear, unless the context otherwise requires.
      The singular shall include the plural unless the context otherwise requires.
       

    


    21. Counterparts.
      This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement shall become effective when each party
      hereto shall have received counterparts hereof signed by the other party
      hereto.

    


    22. No
      Strict Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties
      hereto, and no presumption or burden of proof shall arise favoring or
      disfavoring any party by virtue of the authorship of any of the provisions
      of
      this Agreement.

     

    [THE
      REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

     

    
      
        
        

      

      
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          11-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Agreement to be duly executed in its corporate name
      by
      one of its officers duly authorized to enter into and execute this Agreement,
      and the Executive has manually signed his
      name hereto, all as of the day and year first
      above written.

     

    
      	 	 	 
	 	AMNUTRIA DAIRY INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Yang
              Yong Shan
	 	
              
Name:
              Yang Yong Shan
	 	
              Its:
                Chief Executive Officer

            


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	
            	
            	/s/
              Shu
              Kaneko
	 	
              
Shu
              Kaneko
	 	 


    

     

    
      
        
        

      

      
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