Unassociated Document


    NON-COMPETE
      AGREEMENT

    


    THIS
      NON-COMPETE AGREEMENT ("Agreement") dated as of August 2, 2007 among Ever-Glory
      International Group, Inc. (the “Company” or “Employer”), a Florida corporation,
      and Mr. Yihua Kang ("Employee"). 

     

    WITNESSETH:
      

     

    WHEREAS,
      the Employee is employed by the Employer; and 

     

    WHEREAS,
      in connection with such employment, Employee may be given access to, generate,
      or otherwise come into contact with certain proprietary and/or confidential
      information of Employer or clients of Employer; and 

     

    WHEREAS,
      Employee and Employer desire to prevent the dissemination, unauthorized
      disclosure or misuse of such information; 

     

    NOW,
      THEREFORE, the parties hereto mutually agree as follows: 

     

    1. Covenant
      Not to Solicit:
      

     

    The
      Employee shall not directly or indirectly induce or attempt to induce any of
      the
      employees of Employer to leave the employ of Employer, or solicit the business
      of any client or customer of Employer or any consultant to Employer.


     

    2. Covenant
      Not to Compete:
      

     

    The
      Employee shall not, except as a passive investor in less than five percent
      (5%)
      of the equity securities of a publicly held company, engage in, or own or
      control an interest in, or act as principal, director or officer of, or
      consultant to, any firm or corporation (i) engaged in a venture or business
      substantially similar to that of the Employer or (ii) which is in direct or
      indirect competition with the Employer within the United States of America,
      its
      territories and possessions and the People’s Republic of China its territories
      and possessions. The parties acknowledge that Escela V Fashion Co., Ltd. is
      not
      deemed in competition with the Employer.

     

    3. Proprietary
      Information:
      

     

    (a) For
      purposes of this Agreement, "Proprietary Information" shall mean any information
      relating to the business of Employer that has not previously been publicly
      released by duly authorized representatives of Employer and shall include (but
      shall not be limited to) information encompassed in all proposals, marketing
      and
      sales plans, financial information, costs, pricing information, computer
      programs (including source code, object code, algorithms and models), customer
      information, customer lists, and all methods, concepts, know-how or ideas in
      or
      reasonably related to the business of Employer as well as confidential
      information belonging to Employer's customers or clients. The Employee agrees
      to
      regard and preserve as confidential all Proprietary Information whether Employee
      has such Proprietary Information in Employee's memory or in writing or other
      physical form. 

     

    
      
         

      

      
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    (b) 
      The
      Employee will not, without written authority from Employer to do so, directly
      or
      indirectly, use any Proprietary Information for Employee's benefit or purposes,
      nor disclose any Proprietary Information to others, either during the term
      of
      Employee's employment by Employer or thereafter, except as required by the
      conditions of Employee's employment by Employer. The Employee agrees not to
      remove from the premises of Employer, except as an employee of Employer in
      pursuit of the business of Employer, or except as specifically permitted in
      writing by Employer, any document or object containing or reflecting any
      Proprietary Information. The Employee recognizes that all such documents and
      objects, whether developed by Employee or by someone else, are the sole and
      exclusive property of Employer. 

     

    (c) All
      Proprietary Information and all of the Employee's interest in trade secrets,
      trademarks, computer programs, customer information, customer lists, employee
      lists, products, procedure, copyrights and developments created or developed
      by
      Employee during the term of this agreement as a result of, or in connection
      with, Employee's employment by Employer, shall be the sole and exclusive
      property of Employer and shall be deemed work made for hire for purposes of
      the
      United States copyright laws. Without further compensation, but at Employer's
      expense, forthwith upon request of the Employer, Employee shall execute any
      and
      all such assignments and other documents and take any and all such other action
      as Employer may reasonably request in order to vest in Employer all of
      Employee's right, title and interest in all of the aforesaid items, free and
      clear of any and all liens, claims and encumbrances of any kind or nature
      whatsoever. 

     

    
      
         

      

      
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    4. Saving
      Provision:
      

     

    The
      Employee expressly agrees that the covenants set forth in this Agreement are
      being given to Employer in connection with the employment of the Employee by
      Employer and that such covenants are intended to protect Employer against the
      competition by the Employee, within the terms stated, to the fullest extent
      deemed reasonable and permitted in law and equity. In the event that the
      foregoing limitations upon the conduct of the Employee are beyond those
      permitted by law, such limitations, both as to time and geographical area,
      shall
      be, and be deemed to be, reduced in scope and effect to the maximum extent
      permitted by law.

     

    5. Injunctive
      Relief:

     

    The
      Employee acknowledges that disclosure of any Confidential Information or breach
      of any of the non-competitive covenants or agreements contained herein will
      give
      rise to irreparable injury to Employer or clients of Employer, inadequately
      compensable in damages. Accordingly, Employer or, where appropriate a client
      of
      Employer, may seek and obtain injunctive relief against the breach or threatened
      breach of the foregoing undertakings, in addition to any other legal remedies
      which may be available. The Employee further acknowledges and agrees that in
      the
      event of the termination of employment with the Employer the Employee's
      experience and capabilities are such that the Employee can obtain employment
      in
      business activities which are of a different or non-competing nature with his
      or
      her activities as an employee of Employer; and that the enforcement of a remedy
      hereunder by way of injunction shall not prevent the Employee from earning
      a
      reasonable livelihood. The Employee further acknowledges and agrees that the
      covenants contained herein are necessary for the protection of the Company's
      legitimate business interests and are reasonable in scope and content, and
      that
      the Employee will, promptly upon the request of Employer at any time, cause
      any
      subsequent employer to execute and deliver to Employer a confidentiality and
      non-disclosure agreement in substantially the form of Section 2 hereof and
      otherwise satisfactory to Employer. 

     

    
      
         

      

      
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    6. Enforceability:
      

     

    The
      provisions of this Agreement shall be enforceable notwithstanding the existence
      of any claim or cause of action of Employee against Employer whether predicated
      on this Agreement or otherwise. 

     

    7. Term:
      

     

    This
      Agreement shall commence on the date hereof and shall terminate upon the sooner
      of: (a) four years from the date of this Agreement; or (b) three years from
      the
      date of the Employee’s termination of the Employee's employment by the Employer
      for any reason. 

     

    8. Governing
      Law:
      

     

    The
      Agreement shall be construed in accordance with the laws of the State of New
      York and is enforceable in the state and Federal courts sitting in the county
      and state of New York and any court having personal jurisdiction of the
      Employee. The Employee agrees to submit to the jurisdiction of such courts
      and
      will not raise any defenses regarding personal jurisdiction, venue and/or forum
      non-conviens. 

     

    9. General:
      

     

    This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof. This Agreement may be modified only by an instrument in writing
      signed by both parties hereto and in accordance with Paragraph 10 herein. Any
      notice and service of process, to be given under this Agreement shall be
      sufficient if it is in writing and is sent by certified or registered mail
      to
      Employee at his residence address as the same appears on the books and records
      of Employer or to Employer at its principal office, attention of the President,
      or otherwise as directed by Employer, from time to time. Non-compliance with
      any
      one paragraph of this agreement shall not have an effect on the validity of
      any
      other part of this Agreement. The provisions of this
      Agreement relating to confidentiality or non-competition shall survive the
      termination of employment, however caused.

     

    10. Note
      Holders:
      

     

    The
      Employer and Employee acknowledge and agree that this Agreement is being entered
      into for the benefit of the Employer and the benefit certain holders of
      convertible notes issued by the Employer on or about July 26, 2007 identified
      on
      Schedule A, hereto (the “Note Holders”). The Employer and Employee agree that
      except as provided in Section 7 of this Agreement, this Agreement may not be
      terminated or any provision here in waived without the consent of the Note
      Holders and that the Note Holders are authorized to enforce the terms herein
      by
      any reasonable means including initiating litigation.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have set their hands.

     

     

    
      	Ever-Glory International Group,
              Inc.	 	Employee
	 	 	 
	 	 	 
	
              ______________________________

              By: Guo Yan

              Its: Chief Financial Officer

            	 	
              ______________________________

              Yi Hua Kang

              Chief Executive
                Officer

            


    

    


    
      
         

      

      
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    Schedule
      A

    


    
      	
              Noteholder

            	 	
              Note
                Principle

            	 
	
              Chestnut
                Ridge Partners L.P.

            	 	
              $

            	
              1,300,000

            	 
	
              Alpha
                Capital Anstalt

            	 	
              $

            	
              250,000

            	 
	
              Whalehaven
                Capital Fund Limited

            	 	
              $

            	
              250,000

            	 
	
              Ronald
                C. Pasternak

            	 	
              $

            	
              100,000

            	 
	
              Jonathan
                Blaustein 

            	 	
              $

            	
              50,000

            	 
	
              Ellie
                Katz

            	 	
              $

            	
              50,000

            	 


    

    


    
      
         

      

      
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