Exhibit
      10.12

    
 

    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      dated
      this 31st
      day of
      October 2005 by and between Clayton, Dunning Group Inc., 2901 South Bayshore
      Drive, #1E, New York, NY 10022 and its subsidiaries (the “Company”), and Robert
      C. Lau (“Employee”).

     

    WITNESSETH:

    


    WHEREAS,
      the
      Company agrees to employ Employee as Chairman of the Board and Chief Executive
      Officer, as well as Chairman of the Board and Chief Financial Officer of each
      of
      the Company’s subsidiaries; and

    


    WHEREAS,
      Employee desires to accept employment by the Company upon the terms and
      conditions hereinafter set forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants hereinafter set forth and
      for
      other good and valuable consideration, the parties hereto, intending to be
      legally bound, agree as follows:

    


    1.
      Term. The
      term
      of employment shall be for a period of five (5) years commencing on the date
      hereof, and continuing until October 30, 2010, extendable by the Board of
      Directors of the Company.

    


    2.
      Duties.
      Subject
      to the terms and conditions and for the compensation hereinafter set forth,
      the
      Company hereby agrees to employ you for and during the term of this Agreement.
      You shall be responsible for performing the all the reasonable functions of
      Chairman of the Board and Chief Executive Officer, as well as Chairman of the
      Board and Chief Financial Officer of each of the Company’s
      subsidiaries.

    


    3.
      Time.
      You
      shall perform all duties in a professional, ethical and businesslike manner.
      The
      Company agrees that Employee also may also be engaged as a Securities Expert
      at
      Employee’s option.

    


    
      
         

      

      
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    4.
      Compensation.
      During
      the term of your employment, the Company agrees to pay you a base salary of
      $125,000 per year plus an annual bonus after the end of each year of an amount
      equal to 20% of the consolidated net profits before taxes of the Company. In
      addition you may be paid the Company’s normal payout on commissions and fees
      that you produce for the Company. The Company agrees to provide you and your
      dependents with health insurance..

    


    5.
      Branch Offices.
      The
      Company agrees to maintain New York office and living quarters for you at a
      rent
      not to exceed $6,000 per month.

     

    6.
      Termination. Your
      employment shall terminate upon any of the following events: (i) your death
      or
      (ii) in the event you become physically or mentally incapacitated and by reason
      thereof are absent from the duties hereunder for 90 consecutive days within
      any
      one year period.

     

    7.
      Compensation upon Termination. In
      the
      event of your termination, the Company will pay you a salary equal to 75% of
      your base salary.

     

    8.
      Waiver of Breach.
      The
      waiver of the Company of a breach by you of any provision of this Agreement
      shall not operate or be construed as a waiver of any subsequent breach by you.
      No waiver shall be valid unless in writing and signed by an authorized officer
      of the Company.

    


    9.
      Headings. Headings
      used in this Agreement are provided for convenience only and shall not be used
      to construe meaning or intent.

    


    10.
      Amendments; Governing Law; Arbitration. This
      Agreement represents the entire Agreement between us with respect to the subject
      matter contained herein, and this Agreement terminates and supersedes any and
      all prior understandings or agreements heretofore reached or made by and between
      the parties hereto. This Agreement shall not be changed orally, but only by
      an
      agreement in writing and signed by the party against whom enforcement of any
      waiver, change, modification or discharge is sought. This Agreement shall be
      governed by and interpreted in accordance with the laws of the State of Florida.
      Each of the parties hereby agrees that any action or proceeding arising out
      of
      this Agreement shall be brought only before an arbitration panel convened by
      the
      American Arbitration Association, and each of the parties hereby unconditionally
      submits to and accepts the jurisdiction of the aforesaid arbitration panel.
      Each
      of the parties hereby irrevocably waives any objection it may have to the laying
      of the venue of any such action or proceeding before a NASD arbitration panel
      convened in the Miami, FL, area. 

    


    
      
         

      

      
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    11.
      Notices.
      Any
      notice or other written instrument required or permitted to be given, made
      or
      sent hereunder shall be in writing, signed by the party giving or making the
      same, and shall be sent by registered or certified mail or through courier
      delivery service to the other party hereto at their respective addresses
      hereinabove set forth. Any party hereto shall have the right to change the
      place
      to which any such notice or writing shall be sent by a similar notice sent
      in
      like manner to the other party hereto.

    


    12.
      Severability.
      The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision of our
      Agreement.

    


    13.
      Final Agreement. This
      Agreement may be modified only by a further writing that is duly executed by
      the
      parties herein.

    


    14.
      Indemnification Against Legal Costs.
      The
      Company agrees to pay for your legal costs in the event that you must defend
      yourself against actions brought against you as the result of your position
      and
      duties with the Company or any of its subsidiaries.

     

    
      	CLAYTON, DUNNING GROUP
              INC.	 	 	 
	 	 	 	 
	By:	 	 	 
	
              
Robert
              C. Lau, Chairman of the Board of Directors &
              Chief Executive Officer	 	 	
              
Patricia
              D. Lau, Secretary
	 	 	 	 
	 	 	 	 
	AGREED AND ACCEPTED
              THIS
              31ST
              DAY OF OCTOBER 2005	 	 	 
	 	 	 	 
	
              

              Robert
                C. Lau, Employee

            	 	 	 


    

     

    
      
         

      

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