(a) During the Employment Period, the Employee shall initially serve as **Column C** ofthe Company, and shall report to the Board. The Employee acknowledges and agrees that he owes afiduciary duty of loyalty to the Company and to its Affiliates to discharge his duties andotherwise act in a manner consistent with the best interests of the Company and its Affiliates.     (b) During the Employment Period, the Employee shall devote his best efforts and all of hisworking time, attention and energies to the performance of his duties and responsibilities underthis Agreement (except for vacations to which he is entitled pursuant to Section 2 and except forillness or incapacity). During the Employment Period, the Employee shall not engage in any businessactivity which, in the judgment of the Board (excluding the Employee if he should be a member ofthe Board at the time of such determination), conflicts with the duties of the Employee hereunder,whether or not such activity is pursued for gain, profit or other pecuniary advantage.     (c) The Employee acknowledges and agrees to perform all terms and obligations set forth inExhibit B and Exhibit C hereto, and such continued performance thereunder shallconstitute a condition of his continued employment hereunder by Company.          The Employee agrees that all terms and conditions contained therein, and all of obligationsand commitments provided for therein, shall be deemed, and hereby are, incorporated into thisAgreement as if set forth in full herein.     (d) The Employee shall take the position and start working in Shanghai until both Partieshereto agree to change otherwise.**Section 4. Term and Termination.**     (a) Term. The initial term of the Employment Period shall commence on **Column A** (the“**Effective Date**”) and shall expire on the 3rd anniversary of the Effective Date, subject toextension or renewal by mutual written agreement of the Parties hereto or earlier termination inaccordance with the terms and conditions of this Agreement. The initial term and all extensions andrenewals thereof shall collectively be referred to as the “**Term**.”     (b) Termination. (i) Mutual Termination Rights.(A) This Agreement shall terminate upon the expiration of the Term;(B) This Agreement shall terminate upon the agreement reached between the Partiesthrough negotiation;
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(C) Death. The death of the Employee shall immediately terminate this Agreement;(D) Declaration of Missing. In the event the Employee are declared of missing by thecourt of the People’s Republic of China (the “**PRC**”) and unable to perform the servicesrequired of the Employee hereunder, and such missing continues for a period of three(3) years; (ii) Termination by the Company.(I) The Company may terminate this Agreement immediately upon written notice thereof forthe following causes (“**Cause**”):(A) in the event the commission of a crime involving fraud, theft or dishonesty bythe Employee or that would constitute a felony (including the Foreign CorruptPractices Act of 1977); or(B) in the event of the Employee’s breach of or default under any of the terms ofthis Agreement or any other agreement, arrangement or policy of the Company,including, without limitation, the Confidential Information and AssignmentAgreement.(II) The Company may terminate this Agreement prior to the expiration of the Term byproviding a prior written notice to the Employee of no less than 30 days under thefollowing circumstances:(A) in the event Employee has fallen ill or has sustained injuries not from work,and cannot engage in the original work or other work arranged by the Company uponthe conclusion of medical treatment (“**Disability**”);(B) in the event that Employee has been incapable to perform a duty and remainsincapable after receiving training or being transferred to another post; or(C) in the event that a major change in the objective circumstances under whichthis Agreement was being drawn up has rendered this Agreement incapable of beingcarried out and the Parties have failed to reach an agreement on the amendment ofthis Agreement after negotiations with the Employee. (iii) Termination by the Employee. The Employee shall give the Company and theBoard at least thirty (30) days’ prior written notice of a Resignation, with theeffective date of such Resignation specified therein. The Board may, in its discretion, accelerate the effectivedate of the Resignation.
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     (c) Termination Date. The Employee’s employment under this Agreement shall terminate upon theearliest to occur (the date of such occurrence being the “**Termination Date**”) of (i) the 3rdanniversary of the Effective Date, (ii) the effective date of the Employee’s resignation (a“**Resignation**”), (iii) the Employee’s death or Disability (an “**Involuntary Termination**”), and (iv)the effective date of a termination of the Employee’s employment for Cause by the Company (a“**Termination for Cause**”). The effective date of a Resignation shall be as determined under Section4(b)(iii); the effective date of an Involuntary Termination shall be the date of death or, in theevent of a Disability, the date specified in a notice delivered to the Employee by the Company; andthe effective date of a Termination for Cause shall be the date specified in a notice delivered tothe Employee by the Company of such termination.**Section 5. Effect of Termination.**     (a) Upon any termination, the Employee or his beneficiaries or estate shall have the right toreceive the following: (i) the unpaid portion of the Base Salary, computed on a pro rata basis to theTermination Date;  (ii) reimbursement for any expenses documented in accordance with Company policy andfor which the Employee shall not have been previously reimbursed.     (b) Upon any termination, neither the Employee nor his beneficiaries or estate shall have anyfurther rights under this Agreement or any rights arising out of this Agreement other than asprovided in Sections 5(a) above. The rights of the Employee set forth in this Section 5 areintended to be the Employee’s exclusive remedy for termination and, to the greatest extentpermitted by applicable Law, the Employee waives all other remedies.     (c) The terms of Section 6 and 8, and Exhibit B hereof shall survive the TerminationDate.**Section 6. Survival.**     The provisions of Section 5 (Termination), Section 7 (Delivery), Section 9 (Enforcement),Section 12(b) (Notice), Section 12(g) (Disputes and Governing Law), Exhibit B andExhibit C of this Agreement shall survive the termination or expiration of this Agreement.**Section 7. Delivery of Materials Upon Termination of Employment.**
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     The Employee shall deliver to the Company at the termination of the Employment Period or atany time the Company may request all memoranda, notes, plans, records, reports, computer tapes andsoftware and other documents and data (and copies thereof) relating to the ConfidentialInformation, Work Product which he may then possess or have under his control regardless of thelocation or form of such material and, if requested by the Company, will provide the Company withwritten confirmation that all such materials have been delivered to the Company.**Section 8. Insurance.**     The Company may, for its own benefit, maintain social insurance policies covering theEmployee. The Employee will cooperate with the Company and provide such information or otherassistance as the Company may reasonably request in connection with the Company obtaining andmaintaining such policies.**Section 9. Enforcement.**     Because the Employee’s services are unique and because the Employee has access to ConfidentialInformation and Work Product, the parties hereto agree that money damages would be an inadequateremedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breachof this Agreement, the Company or its successors or assigns may, in addition to other rights andremedies existing in their favor, apply to any court of competent jurisdiction for specificperformance and/or injunctive or other relief in order to enforce, or prevent any violations of,the provisions hereof (without posting a bond or other security).**Section 10. Representations.**     Each party hereby represents and warrants to the other party that     (a) the execution, delivery and performance of this Agreement by such party does not and willnot conflict with, breach, violate or cause a default under any agreement, contract or instrumentto which such party is a party or any judgment, order or decree to which such party is subject, and     (b) upon the execution and delivery of this Agreement by such party, this Agreement will be avalid and binding obligation of such party, enforceable in accordance with its terms, except asenforcement hereof may be limited by any applicable bankruptcy, reorganization, insolvency or otherlaws affecting creditors rights generally or by general principles of equity.     In addition, the Employee represents and warrants to the Company that the Employee is not aparty to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with third party.The Company and the Employee hereby terminate all existing employment or consulting agreementsbetween them, if any, to the extent such agreements may be in effect after the date hereof.
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**Section 11. Definitions.**     “**Affiliate**”, with respect to a person, shall mean any legal entity (such as a corporation,partnership, or limited liability company) that controls, is controlled by or, is under commoncontrol with such person. For the purposes of this definition, the term “control” means thepossession, directly or indirectly, of the power to direct or cause the direction of the managementand policies of such legal entity, whether through the ownership of voting securities or bycontract. “Board” shall mean the board of directors of the Company.     “**Business Day**” shall mean any day that is not a Saturday or Sunday or any other day on whichbanks in the PRC are generally closed for business.     “**Confidential Information**” means information that is not generally known to the public andthat is used, developed or obtained by the Company or any of its Affiliates, including, but notlimited to, (i) information, observations, procedures and data obtained by the Employee whileemployed by the Company (including those obtained prior to the date of this Agreement) concerningthe business or affairs of the Company or any of its Affiliates, (ii) products or services, (iii)costs and pricing structures, (iv) analyses, (v) drawings, photographs and reports, (vi) computersoftware, including operating systems, applications and program listings, (vii) flow charts,manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions,devices, new developments, methods and processes, whether patentable or unpatentable and whether ornot reduced to practice, (xi) customers and customer lists, (xii) other copyrightable works, (xiii)all production methods, processes, technology and trade secrets, and (xiv) all similar and relatedinformation in whatever form. Confidential Information will not include any information (i) thathas been published in a form generally available to the public prior to the date the Employeeproposes to disclose or use such information or (ii) that may be required by law or an order of anycourt, agency or proceeding to be disclosed. Confidential Information will not be deemed to havebeen published merely because individual portions of the information have been separatelypublished, but only if all material features comprising such information have been published incombination.     “**Work Product**” shall mean all inventions, innovations, improvements, technical information,systems, software developments, methods, designs, analyses, drawings, reports, service marks,trademarks, tradenames, logos and all similar or related information (whether patentable orunpatentable) which relates to the Company’s or any of its Affiliates’ actual or anticipatedbusiness, research and development or existing or future products or services and which are conceived, developed or made by the Employee (whether or not during usual business hours andwhether or not alone or in conjunction with any other third party) while employed by the Company(including those conceived, developed or made prior to the date of this Agreement) together withall patent applications, letters patent, trademark, tradename and service mark applications orregistrations, copyrights and reissues thereof that may be granted for or upon any of theforegoing.
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**Section 12. General Provisions.**     (a) Severability. It is the desire and intent of the Parties hereto that the provisions ofthis Agreement be enforced to the fullest extent permissible under the laws and public policiesapplied in each jurisdiction in which enforcement is sought. Accordingly, if any particularprovision of this Agreement shall be adjudicated by a court of competent jurisdiction to beinvalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shallbe ineffective, without invalidating the remaining provisions of this Agreement or affecting thevalidity or enforceability of this Agreement or affecting the validity or enforceability of suchprovision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be morenarrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall,as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions ofthis Agreement or affecting the validity or enforceability of such provision in any otherjurisdiction.     (b) Notices. All notices, requests, demands, claims and other communications hereunder shallbe in writing and sufficient if (i) delivered personally, (ii) telecopied or (iii) sent to therecipient by a nationally-recognized overnight courier service (charges prepaid) and addressed tothe intended recipient as set forth below:     (i) if to the Employee, to him at: **Column D**Name: