Phoenix Energy Resource Corporation: Exhibit 10.23 - Filed by
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Exhibit 10.23

Labor Contract  

Party A (Employer) 
Company: Qianxinan Aosen Forestry Ltd

Entrust Legal Representative: Yuwen Wang
Address: Hexin Village Dinxiao Town
Xingyi City 
Business Registration Type: Limited Liability Company 
Tel:
0851 5520 951

Party B (Employee) 
Name: Yulu Bai
Sex: Male 

ID No.:
520102196412161618  

Diploma: Bachelor 
Address: Rm 108, Building
24, Caozhuangyuan St No.3, Nanming District, Guiyang City, Guizhou 

Tel: 139 0851 1699 


 

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Notes 

I. Both Parties shall carefully read this contract before
signing. Once signed, this contract becomes legally effective; both parties
should strictly abide to it. 

II. This contract should be signed or stamped by the legal
representative of employer (Party A) (or entrustee, the entrustee should have
the authorized statement by the legal representative) and the employee (Party B)
personally, together with the employer’s stamp. 

III. To fill the blanks of this contract, both parties should
negotiate and reach agreement, without violating the related laws, regulations;
and mark “/” if the blank is none applicable. 

IV. The working system categorizes as 3 types: standard work
schedule system, irregular working system and integrated work schedule system,
which should be approved by the labor administrative apartment. 

V. The outstanding issues in the contract may be entered into
the Supplemental Agreement as the annex to the contract, and to implement
together with the contract. 

VI. This contract should be carefully filled in with blue-black
or carbon ink, all the hand writing should be clear with concise and accurate
words, and not be altered. 

VII. After signing the contract, both parties keep one copy
respectively for record. 

     In order to establish a labor
relationship and specify the rights and obligations of both parties, this
contract is signed on a basis of legitimation, equality, voluntariness,
consensus and good faith by and between both parties in accordance to the Labor
Law of the People's Republic of China and the Labor Contract Law of the People's
Republic of China and other regulations. This contract is legally stipulated and
with full legal force, both parties should strictly implement the obligations
herein stated in the contract. 

I. Terms of Contract 

1. Contract Term 

The term of this contract is determined as the   1 way
among below three ways: 

1) Fixed term: commence on 5th May, 2010, continue until 
4th May, 2013. 

2) Non fixed term: commence on dd mm yy, continue until
the legal expiration conditions occur. 

3) To complete a certain task as contract term, commence on
dd mm yy until the completion of__ tasks only. 

2. Probation 

     The probation terms of this
contract is determined as the     /   way (probation period included in the
contract term) if the term of the contract is more than three months while less
than one year, the probation period shall not exceed one month; if the contract
is for more than one year while less than three years, the probation period
shall not exceed two months; if the contract is of fixed-term and more than
three years, or of no fixed term, the probation period shall not exceed six
months. 

1) No probation 

2) Probation period: commence on yy mm dd, continue until yy mm
dd . 

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II. Job Description and Workplace 

1. Party A disposes Party B to hold the position (technological
administrative position or production operating position) of technology
management in the sales department and work as managerial
personnel  with his title or function type as_CMO according to Party
A’s requirements. 

2. Party B agrees the workplace as
Guiyang City        . 

3. During the term, Party A holds the rights to adjust Party
B’s position according to the operating requirements or Party B’s abilities and
performances. Party B holds the rights to reflect his opinions, while Party B
should not disobey Party A’s administration and arrangements without Party A’s
approval. 

III. Working Hours and Vocations 

1. According to the state regulation, Party A implements the
working system of no more than 8 working hours per day and no more than 44 hours
per week. 

2. Party A shall guarantee Party B at least one day off in one
week. 

3. If Party A could not implement the above listed working
system according to the operating requirements, Party A shall carry out the
_/_working system approved by the Labor and Social Security
Administrative Departments. 

4. Party A shall ensure that Party B enjoys all the rights of
holidays and vacations and paid-in vacations under the state laws and
administrative regulations. 

IV. Labor Remuneration 

1. Party A holds the right to legally set the wage distribution
and wage level in the company based on the company’s operating features and
economic performance, and implement the normal wage adjustment mechanism. Party
A should not pay less than the minimum wage level of Guiyang city to Party B.


2. Party B shall be paid no less then 80% of the wage level of
the same position in the company or of the agreed labor contract during the
probation, no less than the minimum wage level of Guiyang city. 

3. Party A shall pay Party B’s labor remuneration monthly in
monetary form with full amount. According to the current wage distribution
system of Party A, Party B’s wage is determined through the _3 way among
the below three ways. 

1) Hourly rate. Party B’s salary is RMB    /    / hour,


2) Piece rate. Party B’s salary is that each piece is priced at
RMB     /  . 

3) Other ways, Party B’s salary is RMB   20,000    /
month, 

Party B’s allowance, subsidy, bonuses or performance pay and
other kind of things shall be paid according to Party A’s salary distribution
system. 

Party B’s wage level shall be adjusted if Party A implements a
new wage system or Party B’s position is changed. 

4. The wage of last month (this month/last month)
monthly pay-day is 25th this month, in case of
holiday or off days, shall be paid in advance on the nearest working day. 

5. Party A shall pay Party B salary in the statutory holidays
and weddings, funerals holidays and other period that legally participating the
social activities. 

6. If Party A arranges Party B to extend the working hours, or
to work on off days or statutory holidays, Party A should pay the overtime wages
according to the Labor Law or the relevant 

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regulations of Company Wage Payment Regulations of Guiyang City


7. Party A shall pay Party B’s unfulfilled annual leave days in
accordance with the Regulations on Paid Annual Leave requirement. 

V. Social Insurance 

In the duration of contract, Party B whether works on the
position or be on the position without work arrangements, Party A shall arrange
for Party B social insurance, including pension, health care, unemployment, work
injury, maternity insurance and so on, in accordance with the relevant national,
Guizhou Province and Guiyang city provisions, and pay social insurance premiums
on the required proportion, the part which should be paid by Party B under the
law shall be withheld and remitted by Party A from the payment of Party B’s
salary. Party A shall truthfully inform Party B about the participation of
social insurance and the situation of withholding social insurance premiums.


VI. Welfare Benefits 

1. If Party B is ill or injuries out of work, Party A shall
provide Party B with the corresponding period of medical treatment according to
Enterprise Employees Provisions of Health Care and Injuries Out Of Work During
Period of Medical Treatment (Ministry of Labor [1994] No. 

479). During the period of medical treatment, Party A shall pay
Party B’s salary on sick leave according to Company Wage Payment Regulations of
Guiyang City. 

2. Party B shall enjoy the annual leave, home leave, marriage
leave, bereavement leave; Pary A shall pay Party B according to Wage payment
Regulations of Guiyang City. 

3. Woman employees implementing birth control policies enjoy
the relevant treatment of national regulations during pregnancy, childbirth,
breastfeeding period. 

4. Party A shall pay for Party B the basic living expenses if
Party A arranges Party B’s suspending of work during the suspending period, and
basic living expenses shall not be less than the 60% of minimum wage of Guiyang
city. 

5. Party A shall build better conditions to enhance Party B’s
welfare benefits. 

VII. Labor Protection, Working Conditions and
Occupational Hazards Prevention 

1. Party A should provide Party B with safe and healthy labor
conditions and necessary labor protection according to national regulations, to
protect the safety and health in the work of Party B. 

2. Party A shall truthfully inform Party B the occupational
hazards if any, and arrange regular occupational health examinations and
occupational health check before leave according to relevant state regulations,
the health results shall be truthfully informed to Party B to protect Party B’s
health and relevant rights and benefits. 

3. Party B must be in strict compliance with safety operating
procedures in the process of work. Party B has the right to refuse the
directives against regulations and forced risk-taking operations from the
management staff of Party A. 

VIII. Changes of the Contract 

1. Either Party requires to change this contract shall inform
the other party in written form. 

2. The contract may change if agreed by both parties and
written change procedures transacted. The changed contract holds by Party A and
Party B one copy for each respectively. 

IX. Education and Training 

Party A shall provide Party B the education and training on
professional ethics, business 

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technology, safety of production and the rules and regulations.
Party B shall actively participate in various educational and training
activities organized by Party A to improve vocational skills and work level.


X. Discharge and Termination of the Contract


1. Discharge 

1) The contract shall be discharged if agreed by both parties.


2) Where under one of the following circumstance Party A may
discharge the contract. 

a) Party B has been proved not qualified the position during
probation. 

b) Party B strongly violates Party A’s regulations. 

c) Party B is seriously derelict of duty and malpractice to
cause Party A's loss on or above the amount of  RMB3,000. 

d) Party B establishes labor relationship with other employers,
which strongly impact the complement of Party A’ assignment and refuse to
correct against Party A’s advise. 

e) The contract is invalidated since the Party B by means as
deception or coercion, or takes advantage of Party A’s difficulties, to force
Party A to conclude the contract, or to make an amendment thereto, that is
contrary to the Party A’s true will. 

f) Party B is legally held the criminal responsibility. 

3) Where under one of the following circumstances, Party A may
discharge the contract by informing Party B in writing form 30 days in advance
or by paying one more month salary. 

a) Party B is no longer competence to his work or cannot take
the work by Party A’s arrangement after medical treatment because of his
sickness or other illness that is not caused by work. 

b) Party B is not competence to his work or cannot take the
work after training or adjustment of the working position. 

c) The situation changes tremendously from when the contract is
signed, leads to the unfulfilment of the contract. After both parties
discussion, cannot meet agreement by contact revision. 

4) Where under one of the following circumstances, Party A may
lay off more than 20 employees or less than 20 employees but equals more than
10% of staff, Party A shall notify the Labor union or staff 30 days in advance.
After debrief the suggestion of Labor union or employee, and report the
laying-off proposal to Labor administrative department, Party A may reduce the
staff. 

a) Reconstruction of the company according to the Law of the
People's Republic of China on Enterprise Bankruptcy 

b) Sever production or management difficulties. 

c) Transformation of the company, big technological reform or
adjustment of the management.After revision of the contract, still need to lay
off staff. 

d) The situation changes tremendously from when the contract is
signed, leads to the unfulfilment of the contract. 

5) Party B shall notify Party A in written form 30 days in
advance to discharge the contract, if in probation period, 3 days in advance.


6) Where Party A under one of the following circumstance, Party
B may discharge the contract. 

a) Party A not provide the working protection or condition as
set up in the contract 

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b) Not pay the salary on full amount or in time 

c) Not pay for Party B the social insurance 

d) Party A’s rules and regulations violate the Laws, and harm
the benefit of Party B 

e) The contract is invalidated since the Party A by means as
deception or coercion, or takes advantage of Party B’s difficulties, to force
Party B to conclude the contract, or to make an amendment thereto, that is
contrary to the Party B’s true will. 

f) Party A remits its statutory responsibilities, excludes
Party B’s benefits, which leads to the contract invalid. 

g) Party A violates the mandatory provision of laws and
administrative rules that leads to the contract, annex of the contract,
supplement contract or other equivalent files invalid. 

h) Other circumstances stipulated by the laws and
administrative rules that allow Party B to terminate the contract. 

7) If party A threats or force Party B to work in means of
violence or illegal restriction of personal freedom. Or Party A commend, force
party B to risk Party B’s safety that violates regulations, Pary B may terminate
the contract at once, not inform Party A in advance. 

2. Termination 

Where under one of the following circumstances, the contract is
terminated. 

1) The expiration of the contract. 

2) Party B enjoys the endowment insurance in accordance to
laws. 

3) Party B dies, or declared death or ascendance by court. 

4) Party A declares bankrupt in accordance to laws 

5) Party A is revoked business license, ordered to close,
repealed or Party A decides to dismiss advanced the date. 

6) Other circumstance stipulate by laws or regulations 

3. Limited circumstances of discharge and terminate the
contract 

Where Party B is under one of the following circumstances, Part
A shall not terminate the contract according to Item 40 and 41 of Labor Contract
Law. Upon the expiration of this contract, the contract shall be continue until
accordingly circumstances disappear. If Part B confirmed totally or partially
lost the ability to work duo to the occupational disease or work injury, the
contract’s termination should be executed according to country or province’s
Injury Insurance Provisions. 

1) Part B didn’t undergo pre occupational health check before
Party B engages into the work with occupational hazards. Or patients with
suspected occupational in the diagnosis or during the Medical observation. 

2) When the Part B has confirmed to be totally or partially
lost the ability to work duo to the occupational disease or work injury. 

3) Part B suffers from an illness or injured for non work
reason, during prescribed medical treatment period. 

4) Women employees during pregnancy, birth, and breast-feeding
period. 

5) Part B continuously works in this company for over fifteen
years, and less than five years away from his legal retirement age; 

6) Other circumstances under the Laws and administrative
regulations; 

4. Contract Discharge and termination procedures Party A shall
issue the contract discharge and termination proof to Party B, and finish the


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transaction of transformation of Party B’s achieve and social
security relationship within 15 days. Party B shall hand over the work as agreed
by both parties. 

5. Economic Compensation 

To discharge or terminate the contract according to Item 46 of
the labor contract law, Party A shall pay for Party B the economic compensation
according to the Item 47 and Item 97 of the Labor Contract Law when Party B
hands over the work. 

6. If Party A violates the Labor Contract Law to discharge or
terminate the contract, Party B may require Party A continue to implement the
contract, Party A shall perform it. If party B not demanding the implement of
the contract or the contract is not able to implement, Party A shall paid for
Party B twice the standard economic compensation as stipulated. 

XI. Arbitration 

If both parties dispute on the contract, both may submit to
Labor dispute interceding committee to intercede, If intercession fails, either
party may submit to jurisdiction labor dispute arbitration committee for
arbitration within the statutory limitation. If disagree on the arbitration
award, either party may sue to jurisdiction people’s court within the statutory
limitation. 

XII. Others 

1. Party A shall establish and improve labor rules and
regulations, ensure the employees enjoy the rights and perform labor
obligations. Party A shall announce or notify the employee the labor regulations
and major issues which established through democratic procedures and not violate
the relevant laws, administrative regulations and policy provisions. 

2. Party B shall abide the labor regulations legally stipulated
by Party A, comply the professional ethics, accept the employer’s management, to
fulfill the production (work) assignment in good quality and proper quantity.


3. If the contract fail to implement duo to force majeure, both
parties shall notify the other party the force majeure in time. After implement
the obligation of notifying, both parties shall not have the responsibility of
breach of the contract. 

4. During the contract term, if Party B demands to suspend the
labor relationship duo to army enrollment or further education, after agreed by
both parties and with written agreement, the contract may be changed. 

5. During the contract term, if Party A provides Party B the
training fee for professional skills training, both parties may legally enter
into relevant agreement to formulate the service terms, the agreement may have
the same legal effect as the contract. If Party B is responsible of
confidentiality, both parties may legally enter into relevant agreement to
formulate the competition limits clause, the agreement may have the same legal
effect as the contract. 

6. During the contract term, if the contract items conflict the
new relevant national or provincial managing regulations, implement the new
regulations. 

7. The outstanding issues of the contract, without violating
the principle of the national Laws, administrative regulations, rules and
policies, both parties may negotiate and sign a supplement agreement on a basis
of equality, voluntariness, consensus and good faith, the supplement shall be
with same legal effect as the contract. 

XIII. The Effectiveness of the Contract


1. The contract goes into effect after Party A’s representative
or entrustee and PartyB signed with Party A’s stamp. 

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2. The contract is in duplicate with same legal effect, Party A
and Party B each hold one copy, both parties shall keep the contract properly.


3. Party A shall keep the discharged or terminated contract at
least 2 years for record. 

	Party A: 	Party B: 
	  	Yulu Bai
	  	  
	  	  
	  	  
	  	  
	Legal Representative (or Entrustee): 	  
	Yuwen Wang	  
	  	  
	  	  
	  	  
	       2004.12.1 	 2004.12.1 


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