Exhibit
10.64


 


Instructions for Signing


 


1.               In
accordance with the Labor Contract Law of the People’s Republic of China, the
employer shall conclude an employment contract with the employee, with whom the
employment is to established, in writing based on the principles of lawfulness,
fairness, equality and freewill, consensus, honesty and goodwill.


 


2.               The
employer shall not recruit any minor under 16 years old.


 


3.               In
the employment contract, the parties may agree on a probation period, the term
of which shall comply with Section 19 of the Labor Contract Law of the
People’s Republic of China, and such term shall consist in the term of the
employment contract.


 


4.               This
contract shall, in accordance with the company’s salaries structure (system),
expressly provide the specific amount of the employee’s salary which shall not
be lower than the local minimum salary level.


 


5.               If
the employer fails to pay the remuneration in time and in full or pay for the
social insurance for the employee in accordance with law or otherwise violates
any laws, regulations or rules in respect of labor protections, the
employee may report and complain to the labor protection authorities in
accordance with law as well as terminate this contract.


 


6.               The
labor rules and policies set up by the employer in accordance with law may
be attached to the employment contract as annexes to which the parties shall
adhere.


 


7.               The
employment contract must be filled out with a fountain pen or a brush pen.
Writing must be clear and neat without any scratch.


 


8.               The
employment contract must be signed (sealed) by both parties, Party B shall not
assign anyone to sign on its behalf.


 


9.               The
employment agreement, once concluded through consensus by and between the
employer and the employee, shall be legally binding.  The employer and the employee shall fully
perform their respective obligations in accordance with the provisions of the
employment contract, and they shall each hold 1 copy of the originals.


 

















 


I Basic Information of the Parties


 


1.               Basic
Information of the Employer:


 


Name of Party A (Employer): Tianjin
New Highland Science and Technology Development Co., Ltd. 


 


Legal Representative (or the
principal person): Guoqiang Xin 


 


Address: No. 86, An He
Road, Dagang District, Tianjin 


 


Telephone: 022 6331 2017


 


2.               Basic
Information of the Employee:


 


Name of Party B (Employee): Kejiang
Liu 


 


Home Address (current address):
Tianjin


 


Resident Identity Card Number


 


(or other legitimate identity card
number): 3705021968041223235 


 


Telephone: 15002235223 


 


II Term of the Contract


 


3.               The
term of this Contract shall comply with Item (1) set forth below:


 


(1)          This
Contract shall have a fixed term of five years (months), from July 2, 2007 to
July 1, 2012.


 


(2)          This
Contract shall have an infinite term, effective as of             .


 


(3)          This
Contract’s term shall be subject to the completion of certain tasks in
accordance the following agreed terms and conditions:


 


 


 


 


4.               The
term of the probation period under this Contract shall be       
months (days), from            
to                    .


 


1

















 


III Scope and Location of Work


 


5.               Based
on Party A’s needs and the requirements of work, Party B hereby agrees to hold
the position of management which contains the following scope of work                           .


 


6.               The
location of Party B’s work shall be at: within the PRC.


 


7.               The
responsibilities of Party B shall include:


 


(1)


 


(2)


 


(3)


 


IV The Working Time, Leave and Vacations


 


8.               Party
A, by taking into account the nature of the position to be held by Party B,
shall implement the following A system:


 


A.           standard
working hours


 


B.             compositive
working hours:


 


The specific arrangements of Party B’s
working time shall be as follows:                                                             .


 


C.             
irregular working hours


 


9.               If
Party A requires Party B to work overtime due to the necessity of its
production or operation, Party A shall comply with the relevant laws and
regulations as well as the Employer’s review and approval procedures.


 


10.         Other
than the public holidays and rest days mandated by the state, Party B shall be
entitled to vacations as set forth below:


 


(1)


 


(2)


 


(3)


 


2

















 


V The Remuneration of Work


 


11.         Party
A shall pay salary to Party B on monthly basis and in monetary terms, and the
specific pay day shall be the 28th day of each month.


 


12.         During
the probation period, Party B’s salary shall be        /month.


 


13.         The
conditions, criteria and the relative terms with respect to the payment of the
salary are specified as follows:


 


(1)          The
salary shall be paid in cash


 


(2)          The
salary shall not be less than the minimum wage of the city of Tianjin


 


(3)          


 


VI Social Insurances


 


14.         Both
Party A and Party B shall, in accordance with the relevant laws and
regulations, register in the social insurance programs for pension,
unemployment, medical care, occupational injury and maternity and perform their
payment obligations so as to ensure that Party B is able to enjoy the benefits
of such social insurances.


 


15.         The
premium of the social insurances to be paid by Party B shall be withheld by
Party A from Party B’s salary.


 


VII Work Protections, Conditions and

Protections against Occupational Hazzards


 


16.         Party
A shall strictly conform to the laws, regulations and rules with respect
to work protections, conduct training in safe production and operating guidance
to Party B, use its best efforts to improve the work conditions and ensure
Party B’s safety and health in the production.


 


17.         Party
A shall, strictly in accordance with laws, regulations and rules, promptly
provide Party B with the work protection appliances and conduct health check to
Party B in accordance with the relevant laws and regulations.


 


18.         Party
B shall strictly comply with the relevant guidance on work safety and
sanitation during the work.


 


19.         If
Party B suffers from any occupational disease or injury or is deceased, Party A
shall provide all benefits required by the relevant laws and regulations.


 


3

















 


VIII Cancellation, Termination and Renewal of the Contract


 


20.         Both
Party A and Party B shall observe the conditions and procedures stipulated by
the Labor Contract Law when either party is to cancel or terminate this
Contract unilaterally.


 


21.         Party
B shall fulfill and complete a hand-over procedure for its work within 10 days
prior to the cancellation or termination of this Contract.  The hand-over procedure of Party B’s work to
be completed in the event of any cancellation or termination of this Contract
shall include:


 


(1)                                                                            


 


(2)                                                                            


 


(3)                                                                            


 


Party A shall, at the time when
Party B completes the hand-over procedure, pay the economic compensation to
Party B and issue a certificate evidencing the cancellation or termination of
this Contract.


 


IX Obligations of Breach and Damages


 


22.         If
Party A pays for any special training expenses for Party B or provides any
professional technical training to Party B, with regard to the service term,
damages and other issues, the Parties agree as follows (or refer to any
separate agreements entered into by the Parties):


 


(1)                                                                            


 


(2)                                                                            


 


(3)                                                                            


 


(4)                                                                            


 


(5)                                                                            


 


23.         If
Party B is Party A’s senior officer, senior technician or otherwise subject to
confidentiality obligations, with regard to the scope, geographic limit,
duration, compensation and obligations of breach of any non-compete
limitations, the Parties agree as follows:


 


(1)                                                                            


 


(2)                                                                            


 


(3)                                                                            


 


4

















 


(4)                                                                            


 


(5)                                                                            


 


X               Settlement of Employment Disputes


 


24.         In
the event that any disputes arise between the Parties for the performance of
this Contract, such disputes shall first be settled through the Parties’
consultations; and, if such consultations become failed, through mediation; if
such mediation become failed, either Party may submit the disputes to the
competent labor disputes arbitration commission for arbitration; and if either
Party is unwilling to accept the arbitration award, it may file a lawsuit with
the competent people’s court.


 


XI           Miscellaneous


 


25.         Any
matter that is not covered in this Contract shall be settled in accordance with
the relevant laws, regulations and rules and, if no legal provision is available,
through discussions by the Parties.


 


26.         If
any terms or provisions of this Contract are inconsistent with any relevant
laws, regulations or rules, such laws, regulations or rules shall be
observed.


 


27.         Both
Parties shall read the terms and provisions of this Contract carefully so as to
clearly understand their rights and obligations.


 


28.         This
Contract shall be effective as of the date on which both Party A and Party B
have signed (sealed), both Parties shall strictly comply with this
Contract.  This Contract is made in two
copies with each copy held by Party A and Party B respectively.


 


	
  Party A (Seal)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal Representative or Authorized
  Representative

  	
   

  	
  Party B (Signature)

  
	
   

  	
   

  	
   

  
	
  /s/Guoqiang Xin

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Company Seal]

  	
   

  	
  /s/Kejiang Liu

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date  July 2, 2007

  	
   

  	
  Date  July 2, 2007

  



 


5

















 


Following our review, we hereby
certify that this Contract is observant to the relevant laws, regulations and
rules.


 


 


	
  The Certifying Authority (Seal)

  	
  The Certifying Officer (Seal)

  



 


 


Date of the Certification:


 


6