Unassociated Document


    exhibit
10.1

    


    China
Shangdong Industries, Inc.

    c/o
Shandong Caopu Arts & Crafts Co. Ltd.

    No. 2888
Qinghe Road

    Development
Zone Cao County

    Shandong
Province 274417

    Peoples
Republic of China

    


    


    


    July 1, 2010

    


    Re:     Board of
Directors - Offer Letter

    


    Dear
[_____],

    


    China
Shandong Industries, Inc., a Delaware corporation (the “Company”),
is pleased to offer you a director position on its Board of Directors (the
“Board”).

    


    Should
you choose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company (the “Agreement”)
and contains all the terms and conditions relating to the services you are to
provide.

    


    1.    Term. This Agreement shall be for
the ensuing year, commencing on July 1, 2010 (the “Effective
Date”). Your term as director shall continue until your successor is duly
elected and qualified. The position shall be up for re-election each year at the
annual shareholder’s meeting in accordance with the Company’s by-laws, and the
terms and provisions of this agreement shall remain in full force and effect
unless you resign from or are not re-elected to or are dismissed from the
position or unless otherwise revised on such terms as mutually agreed to by you
and the Company.

    


    2.    Services. You shall render services as
a member of (i) the Board, and (ii) the Board’s (a) [_____] Committee in the
capacity as the Chairman of [_____] Committee, and (b) [_____] Committee and
[_____] Committee in the capacity as a committee member of both such committees
(hereinafter “Your
Duties”). During the term of this Agreement, you shall attend and
participate in such number of meetings of the Board and of the committee(s) of
which you are a member as regularly or specially called in accordance with the
terms of the Company’s by-laws and/or the committee charters. You may attend and
participate at each such meeting, via teleconference, video conference or in
person. You shall consult with the other members of the Board and committee(s)
regularly and as reasonably necessary via telephone, electronic mail or other
reasonable forms of correspondence.  You hereby represent and warrant
to the Company that you have the experience and qualify as an “audit committee
financial expert” so that you are qualified to perform all of your duties
hereunder as provided under the Expert Rule.

    


    3.    Services
for Others. You
will be free to represent or perform services for other persons during the term
of this Agreement, provided such services do not conflict with the services and
Duties you have agreed to perform pursuant to this Letter. However, you agree
that you do not presently perform and do not intend to perform, during the term
of this Agreement, similar Duties, consulting or other services for companies
whose businesses are or would be, in any way, directly and/or indirectly
competitive with the Company. Should you propose to perform similar Duties,
consulting or other services for any such company, you agree to notify the
Company in writing in advance (specifying the name of the organization for whom
you propose to perform such services) and to provide information to the Company
sufficient to allow it to determine if the performance of such services would
conflict with areas of interest to the Company.  If you perform any
services for a competitor and/or your similar Duties conflict with your Duties
hereunder, we may immediately terminate this Agreement and no further
compensation is due you from such date on.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.    Compensation. In consideration for your
service as a member of the Board, you shall receive, for each year of service,
10,000 shares of the Company’s common stock (the “Shares”).
Such Shares shall be issued in four (4) equal installments of 2,500 each
quarter, pro rata if you resign or are terminated as a director of the Board or
as a member of any Board committee from the date of such resignation or
termination, as the late may be. The Company agrees to reimburse all of your
travel, hotel, car rental, meals and other reasonable expenses relating to your
attendance at meetings of the Board.

    


    Your
compensation as a director in any future periods is subject to the determination
of the Board, and may differ in future periods should you continue to serve on
the Board

    


    5.   D&O
Insurance Policy. You shall be included as an insured under such
directors’ and officers’ liability insurance (the “D&O
Insurance”) that the Company, at its sole discretion, maintains in an
amount in coverage and with a carrier as determined in the Board’s discretion;
provided, however, that the foregoing shall not be construed as obligating the
Company to obtain and/or maintain any directors’ and officers’ liability
insurance.

    


    6.    No
Assignment.
Because of the nature of the services to be rendered by you, this Agreement may
not be assigned by you.

     

    7.    Confidential
Information; Non-Disclosure. In consideration of your
access to the premises of the Company and/or you access to certain Confidential
Information of the Company, in connection with your business relationship with
the Company, you hereby represent and agree as follows:

    


    a.    Definition. For purposes of this
Agreement the term “Confidential
Information” means:

    


    i.  Any information
which the Company possesses that has been created, discovered or developed by or
for the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; or

    


    ii.  Any information
which is related to the business of the Company and is generally not known by
non-Company personnel, undisclosed financial information, information that could
effect the Company’s financial position (whether at any given time or in the
future); or

    


    iii.           Any
information that if disclosed could waive an “attorney/client” privilege;
and

    


    By way of
illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, undisclosed
financial information, information that could effect the Company’s financial
position (whether at any given time or in the future), concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


    b.    Exclusions. Notwithstanding the
foregoing, the term Confidential Information shall not include:

    


    i.    Any information which
becomes generally available to the public other than as a result of a breach of
the confidentiality portions of this agreement, or any other agreement requiring
confidentiality between the Company and you; and

    


    ii.    Information received
from a third party in rightful possession of such information who is not
restricted from disclosing such information.

    


    c.    Documents. You agree that, without the
express written consent of the Company, you will not directly and/or indirectly
remove from the Company’s premises, any notes, formulas, programs, data,
records, machines or any other documents or items or other information (whether
physically, electronically or otherwise) which in any manner contain or
constitute Confidential Information, nor will you make reproductions or copies
of same. In the event that you receive any such documents or items, you agree to
inform the Company promptly of your possession of such documents or items. You
shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand or upon termination of this
agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    d.    No
Disclosure. You
agree that you will hold in trust and confidence all Confidential Information
and will not disclose to others, directly or indirectly, any Confidential
Information or anything relating to such information without the express prior
written consent of the Company. You further agree that you will not use any
Confidential Information without the express prior written consent of the
Company, except as may be necessary in the course of your business relationship
with the Company, and that the provisions of this paragraph (d) shall survive
termination of this agreement and/or your termination and/or resignation as a
independent director of the Company.

     

    8.    Entire
Agreement; Amendment; Waiver. This Agreement expresses the
entire understanding with respect to the subject matter hereof and supersedes
and terminates any prior oral or written agreements with respect to the subject
matter hereof. No term of this Agreement may be amended and the observance of
any term of this Agreement may not be waived except with the express prior
written consent of the parties hereto. Waiver of any term or condition of this
Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this Agreement. The failure of any party at any time to require
performance by any other party of any provision of this Agreement shall not
affect the right of any such party to require future performance of such
provision or any other provision of this Agreement.

    


    9.           Governing
Law, Etc. This
Agreement shall be governed by and construed solely and exclusively in
accordance with the internal laws of the State of New York without regard to the
conflicts of law principles thereof. The Parties hereto hereby expressly and
irrevocably agree that any suit or proceeding arising directly and/or indirectly
pursuant to or under this Agreement shall be brought solely in a federal or
state court located in the City, County and State of New York. By its execution
hereof, the Parties hereby covenant and irrevocably submit to the in personam
jurisdiction of the federal and state courts located in the City, County and
State of New York and agree that any process in any such action may be served
upon any of them personally, or by certified mail or registered mail upon them
or their agent, return receipt requested, with the same full force and effect as
if personally served upon them in New York City. The Parties hereto expressly
and irrevocably waive any claim that any such jurisdiction is not a convenient
forum for any such suit or proceeding and any defense or lack of in personam
jurisdiction with respect thereto. In the event of any such action or
proceeding, the party prevailing therein shall be entitled to payment from the
other party hereto of all of its reasonable counsel fees and
disbursements.

    


    [Remainder
of the Page Intentionally Blank]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

     

    
      	 
      	
              Sincerely,

            	 
	 
      	 
      	 
	 
      	
              CHINA
      SHANDONG INDUSTIRES, INC.

            	 
	 
      	 
      	 
      	 
	 
      	
              By:  

            	 
        	 
	 
      	
              Name:
      Jinliang Li

            	 
	 
      	
              Title:   Chief
      Executive Officer 

            	 


    

    


    AGREED
AND ACCEPTED:

    


    


    _____________________________

    Printed
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