Exhibit
10.1

     

    Consulting
Agreement

     

    This
consulting agreement (the “Agreement”), entered
into on October 11, 2009 and effective as of the Effective Date (as defined in
Section 1), is made by and between MyStarU.com, Inc., a Delaware corporation
(together with any successor thereto, the “Company”), and James
Crane, an independent provider of services (the “Contractor”).

     

    RECITALS

     

    A.           The
Company desires to assure itself of the services of the Contractor, as an
independent contractor, by engaging the Contractor to perform services under the
terms hereof.

     

    B.           The
Contractor desires to provide services to the Company, as an independent
contractor, on the terms herein provided.

     

    C.           The
Company and Contractor have agreed that this Agreement shall replace in the
entirety any and all prior written and verbal contractual agreements between the
Company and the Contractor.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below the parties hereto agree as follows:

     

    1.           Certain
Definitions.

     

    (a)           “Stock Award” shall
have the meaning set forth in Section 3.

     

    (b)           “Board” shall mean the
Board of Directors of the Company.

     

    (c)           “Company” shall,
except as otherwise provided in Section 6(f), have the meaning set forth in the
preamble hereto.

     

    (d)           “Contractor” shall
have the meaning set forth in the preamble hereto.

     

    (e)           “Date of Termination”
shall mean the date indicated in the Notice of Termination or the date specified
by the Company pursuant to Section 4(b), whichever is earlier.

     

    (f)           “Effective Date” shall
mean October 2, 2009, the date Contractor’s consulting with the Company will be
deemed to commence hereunder, and in accordance with the Agreement.

     

    (g)           “Notice of
Termination” shall have the meaning set forth in
Section 4(b).

     

    (h)           “Term” shall have the
meaning set forth in Section 2(b).

     

    (i)           “SEC” shall mean the
United States Securities and Exchange Commission.

     

    (j)           “Registration Rights”
shall mean that the Contractor shall have piggyback registration rights such
that all shares of common stock issued under the Stock Award are to be included
in any and all registration statement(s) filed by the Company until a
registration statement is deemed effective by the United States Securities and
Exchange Commission ("SEC") subsequent to the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Consulting.

     

    (a)           In
General.  The Company shall engage the Contractor and the
Contractor shall perform services on behalf of the Company upon the other terms
and conditions herein provided.

     

    (b)           Term of
Agreement.  The initial term under this Agreement (the “Initial Term”) shall
be for the period beginning on the Effective Date and ending on the thirty six
month anniversary thereof, unless earlier terminated as provided in Section
4.  Upon expiration of the Initial Term, the Consulting term hereunder
shall automatically be terminated.

     

    (c)           Position and
Duties.  During the Term, the Contractor shall provide services
to the Company as defined in Exhibit A to the Agreement.  The
Contractor will be subject to direction of the Board; shall report directly to
the Board; and agrees to observe and comply with the Company’s rules and
policies as adopted by the Company from time to time.

     

    3.           Compensation
and Related Matters.

     

    (a)           Cash.  The
Contractor will agree to provide services to the Company on a monthly basis as
outlined in Exhibit A and will bill the Company for time incurred to perform
finance and accounting services under the terms of this
Agreement.  The hourly rates are stated in the Company’s functional
currency, the Chinese Yuan, and all cash payments under this agreement should be
made in Yuan.  The Contractor has agreed that unless the Company
approves additional cash payments, the total cash compensation under this
Section 3(a) shall not exceed 700,000 Yuan during each of the Company’s fiscal
years ending September 30, 2010, 2011 and 2012, respectively. The rates in
effect throughout the term of this Agreement are fixed and will not be adjusted
by the Contractor unless certain conditions are met in accordance with Section
3(b):

     

    
      
        
          
            
              
                
                  	
                          James
      Crane

                        	
                          1,025
      Yuan

                        
	 	 
	
                          Xin
      Sun

                        	
                          700
      Yuan

                        
	 	 
	
                          Ken
      Hiromoto

                        	
                          700
      Yuan

                        
	 	 
	
                          Xenia
      Sibova

                        	
                          700
      Yuan

                        
	 	 
	
                          Anna
      Ford

                        	
                          700
      Yuan

                        


                

              

            

          

        

      

    

     

    (b)           Section
3(a) above will be subject to adjustment should the Company’s total assets
change by over 50% from one reporting period where Form 10-Q or Form 10-K is to
be filed or if and when the Company’s Board determines it will undertake a Form
S-1 of Form 10 registration statement filing with the SEC.  However,
the acquisition, reorganization, or divestiture of the Company’s current assets
shall not be considered in any determination under this Section
3(b).

     

    (c)           Stock
Award.  On October 11, 2009, the Company and the Contractor
agreed that the Contractor should receive a stock award of 2,250,000 shares of
the Company’s common stock (the “Stock Award”).  Such shares of common
stock are issued as compensation for the performance of the Contractor's
services over the Term and as defined in Exhibit A.

     

    
      
        
        

      

      
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    (d)           Registration Rights.
All shares of the Company's common stock issued under the Stock Award shall
contain Registration Rights as defined herein such that the Company will include
all shares issued under the Stock Award in any and all registration statements
filed subsequent to the Effective Date until a registration statement is deemed
effective by the SEC.  At all times, it is intended that the
Contractor is compensated as a contractor under the applicable rules and
regulations of the Internal Revenue Service and the State of New York in effect
during the Term.

     

    (e)           Vesting. The Stock
Award will be vested according to the following timeline:

     

    
      	
               
      

            	
              1.)

            	
              2,250,000
      shares of the Company's common stock shall vest on a pro rata basis over
      the thirty six months subsequent to the Effective
  Date.

            


    

     

    (f)           Expenses.  The
Company shall reimburse the Contractor for all reasonable travel and other
business expenses incurred by him in the performance of his duties to the
Company in accordance with the Company’s applicable expense reimbursement
policies and procedures.  The travel needs to be approved by the
Company in advance.

     

    (g)           Termination of Prior
Contracts. The Contractor and Company hereby agree that all prior
contracts between the Company or any subsidiary of the Company and the
Contractor are hereby terminated as of October 2, 2009.  All stock
awards included within prior contracts shall be considered earned on a pro-rata
basis through the termination date.

     

    4.           Termination.

     

    (a)           General. The
Contractor’s Consulting hereunder may be terminated by the Company or the
Contractor, as applicable, for any reason with or without cause, without any
breach of this Agreement.

     

    (b)           Notice of
Termination.  Any termination of the Contractor’s Consulting by
the Company or by the Contractor under this Section 4 shall be at least 30 days
following the date of such notice (a “Notice of
Termination”).

     

    (c)           Termination due to Death or
Disability.  If the Agreement is terminated by reason of the
Contractor's death or Disability, then the Contractor or, as applicable, his
estate or other legal representative, shall be entitled to receive the amounts
described in Section 4(c), if the Contractor, or his legal representative,
executes and does not thereafter revoke, a General Release in a form acceptable
to the Company.

     

    5.           Contractor Obligations Upon
Termination of Consulting

     

    (a)           Contractor
will deliver to the Company any compositions, articles, devices, computer
software, computer diskettes and other storage media including all copies or
specimens thereof in their possession (whether at the place of work, at home or
elsewhere), that have been prepared or made by the Contractor or others, and any
other items which disclose or embody Confidential Information, or reproductions
of any aforementioned items developed by the Contractor  pursuant to
services provided by the Contractor or otherwise belonging to the Company, its
successors or assignees, including, but not limited to, those records maintained
pursuant to Section 2(c).

     

    
      
        
        

      

      
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    6.           Restrictive
Covenants.

     

    (a)           Confidentiality.  The
Contractor agrees that he will not during the Term or thereafter divulge to
anyone (other than the Company or any persons designated by the Company) any
knowledge or information of any type whatsoever of a confidential nature
relating to the business of the Company, including, without limitation, all
types of trade secrets, business strategies, marketing, sales and distribution
plans.  The Contractor further agrees that he will not disclose,
publish or make use of any such knowledge or information of a confidential
nature (other than in the performance of the Contractor’s duties hereunder)
without the prior written consent of the Company.  This provision does
not apply to information which becomes available publicly without the fault of
the Contractor or information which the Contractor is required to disclose in
legal proceedings, provided the Contractor gives advance notice to the Board and
an opportunity to for the Company to resist such disclosure.

     

    (b)           Non-Solicitation.  The
Contractor further agrees that during the Term and during the period beginning
on the Date of Termination and ending on the first anniversary of the Date of
Termination, the Contractor will not engage or attempt to engage or assist
anyone else to engage any person who is a Restricted Employee.  As
used herein, “Restricted Employee” means any person engaged by the Company or
any of its subsidiaries or affiliates as of the Date of Termination or at any
time during the 120 day period prior to the Date of Termination.

     

    (c)           Interpretation.  In
the event the terms of this Section 6 shall be determined by any court of
competent jurisdiction to be unenforceable by reason of its extending for too
great a period of time or over too great a geographical area or by reason of its
being too extensive in any other respect, it will be interpreted to extend only
over the maximum period of time for which it may be enforceable, over the
maximum geographical area as to which it may be enforceable, or to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action.  As used in this Section 6,
the term “Company” shall
include the Company, its parent, related entities, and any of its direct or
indirect subsidiaries or affiliates.

     

    7.           Injunctive
Relief.  The Contractor recognizes and acknowledges that a
breach of the covenants contained in Section 6 will cause irreparable damage to
Company and its goodwill, the exact amount of which will be difficult or
impossible to ascertain, and that the remedies at law for any such breach will
be inadequate.  Accordingly, the Contractor agrees that in the event
of a breach of any of the covenants contained in Section 6, in addition to any
other remedy which may be available at law or in equity, the Company will be
entitled to specific performance and injunctive relief.

     

    8.           Assignment
and Successors.  The Company may assign its rights and
obligations under this Agreement to any entity which is a successor to all or
substantially all the assets of the Company, by merger or
otherwise.  The Contractor may assign the Agreement to any entity in
which he retains a 100% ownership in at the time of the transfer. This Agreement
shall be binding upon and inure to the benefit of the Company, the Contractor
and their respective successors, assigns, personnel and legal representatives,
executors, administrators, heirs, distributees, devisees, and legatees, as
applicable.

     

    9.           Governing
Law.  This Agreement shall be governed, construed, interpreted
and enforced in accordance with the substantive laws of the State of New
York.

     

    10.           Dispute
Resolution.  Any controversy or claim
arising out of or relating to this Agreement shall be resolved by arbitration
before a panel of one arbitrator in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (“AAA”) then pertaining, except
where those rules conflict with this provision, in which case this provision
controls.  Any court with jurisdiction shall enforce this clause and
enter judgment on any award.  The arbitrator shall be selected within
twenty business days from commencement of the arbitration from the AAA’s
National Roster of Arbitrators pursuant to agreement or through selection
procedures administered by the AAA.  Within 45 days of initiation of
arbitration, the parties shall reach agreement upon and thereafter follow
procedures, including limits on discovery, assuring that the arbitration will be
concluded and the award rendered within no more than eight months from selection
of the arbitrator or, failing agreement, procedures meeting such time limits
will be designed by the AAA and adhered to by the Parties.  The
arbitration shall be held in New York and the arbitrators shall apply the
substantive law of New York, except that the interpretation and enforcement of
this arbitration provision shall be governed by the Federal Arbitration
Act.  Prior to commencement of arbitration, emergency relief is
available from any court to avoid irreparable harm.  The arbitrator
shall not award either party punitive, exemplary, multiplied or consequential
damages, or attorneys’ fees or costs.

     

    
      
        
        

      

      
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    Notwithstanding the
foregoing, the parties acknowledge and agree that the other party would be
irreparably harmed if any of the provisions of this Agreement are not performed
in accordance with their specific terms and that any breach of this Agreement
could not be adequately compensated in all cases by monetary damages
alone.  Accordingly, in addition to any other right or remedy to which
such parties may be entitled at law or in equity, they shall be entitled to
enforce any provision of this Agreement by a decree of specific performance and
to temporary preliminary and permanent injunctive relief in any court of
competent jurisdiction to prevent breaches or threatened breaches of any of the
provisions of this Agreement.

     

    11.           Notices.  Any
notice, request, claim, demand, document and other communication hereunder to
any party shall be effective upon receipt (or refusal of receipt) and shall be
in writing and delivered personally or sent by telex, telecopy, or certified or
registered mail, postage prepaid, to the following address (or at any other
address as any party shall have specified by notice in writing to the other
party):

     

    (a)           If
to the Company:

     

    MyStarU.com,
Inc.

    349 Dabeilu, Shiqiao,
Panyu

    Guangzhou

    Guangdong, China
511400

    


    (b)           If
to the Contractor:

     

    James
Crane

    9/F,
Beijing Business World

    56
Dongxinglong Avenue, CW District

    Beijing,
China 100062

    


    12.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original, but all of which together will constitute one and the same
Agreement.

     

    13.           Entire
Agreement.  The terms of this Agreement are intended by the
parties to be the final expression of their agreement with respect to the
Consulting of the Contractor by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement.  This Agreement
(together with any other agreements and instruments contemplated hereby or
referred to herein) shall supersede all undertakings or agreements, whether
written or oral, previously entered into by the Contractor and the Company or
any predecessor thereto or affiliate thereof with respect to the Consulting of
the Contractor by the Company.  The parties further intend that this
Agreement shall constitute the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding to vary the terms of this
Agreement.

     

    
      
        
        

      

      
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    14.           Amendments;
Waivers.  This Agreement may not be modified, amended, or
terminated except by an instrument in writing, signed by the Contractor and the
Company.  By an instrument in writing similarly executed, the
Contractor or the Company may waive compliance by the other party or parties
with any provision of this Agreement that such other party was or is obligated
to comply with or perform; provided, however, that such waiver shall not operate
as a waiver of, or estoppel with respect to, any other or subsequent
failure.  No failure to exercise and no delay in exercising any right,
remedy, or power hereunder preclude any other or further exercise of any other
right, remedy, or power provided herein or by law or in equity.

     

    15.           Construction.  This
Agreement shall be deemed drafted equally by both the parties. Its language
shall be construed as a whole and according to its fair meaning.  Any
presumption or principle that the language is to be construed against any party
shall not apply.  The headings in this Agreement are only for
convenience and are not intended to affect construction or
interpretation.  Any references to paragraphs, subparagraphs, sections
or subsections are to those parts of this Agreement, unless the context clearly
indicates to the contrary.  Also, unless the context clearly indicates
to the contrary, (a) the plural includes the singular and the singular includes
the plural; (b) “or” is used both conjunctively and disjunctively; (c) “any,”
“all,” “each,” or “every” means “any and all,” and “each and every”; (d)
“includes” and “including” are each “without limitation”; (e) “herein,”
“hereof,” “hereunder” and other similar compounds of the word “here” refer to
the entire Agreement and not to any particular paragraph, subparagraph, section
or subsection; and (f) all pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural as the identity
of the entities or persons referred to may require.

     

    16.           Enforcement.  If
any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during the term of this Agreement, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a portion of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement.  Furthermore, in lieu of such illegal, invalid or
unenforceable provision there shall be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.

     

    17.           Contractor
Acknowledgement.  The Contractor acknowledges that he has read
and understands this Agreement, is fully aware of its legal effect, has not
acted in reliance upon any representations or promises made by the Company other
than those contained in writing herein, and has entered into this Agreement
freely based on his own judgment.

     

    18.           Survival.  The
expiration or termination of the Term shall not impair the rights or obligations
of any party hereto, which shall have accrued prior to such expiration or
termination and shall remain in force for a period of five years after
termination.

     

    19.           Stock
Certificates.  The common stock certificates to be issued in
accordance with Section 3(b) shall be delivered as follows:

     

    (a)           A
stock certificate for 2,250,000 shares of the Company's common stock, which was
authorized by the Board on October 11, 2009, shall be delivered in the following
name and at the following address as follows:

     

    J Crane
& Company, Limited

    9/F,
Beijing Business World

    56
Dongxinglong Avenue, CW District

    Beijing,
China 100062

    


    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year
first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	MYSTARU.COM,
    INC.:	 
	 	 	 	 
	
                                               

                                            	
                                               

                                            	/s/ Zhiguang
      Cai	 
	 	

                                              By:
      

                                            	Zhiguang
      Cai	 
	 	Title:  	Chief
      Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	CONTRACTOR:	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
      James Crane	 
	 	 	James
      Crane	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    Exhibit
A

    


    1) Position and
Duties

    


    The Contractor shall in general have
duties described below, including without limitation, the
responsibility to:

    


    (a)       Serve
as the Company's Chief Financial Officer and accept all customary duties of a
Chief Financial Officer of a public company who shares of common stock are
traded on the United States Over-the-Counter Bulletin Board.

     

    (b)       Keep
a complete and accurate accounting of receipts and disbursements in the
corporate accounting records;

     

    (c)       Render
a complete financial report at the annual meeting of the shareholders if so
requested;

     

    (d)       Be
responsible to act as the main depository of the Company's accounting, finance
and corporate records.  Provide such records as requested in a timely
manner.

     

    (e)       Provide
consulting services with regard to fundraising, private placements, general
securities law matters (but with a full understanding that any actions on behalf
of the Company or communications with the Company do not constitute legal advice
or a suggestion that the Contractor can be relied upon for sound legal advice),
business plan development, filings with the SEC on Form 10-K and Form
10-Q.

     

    (f)       Attendance
with all shareholder or meetings of the Board as requested by the
Company

     

    (g)       All
other services or in particular other filings with the SEC such as registration
statements on Form S-1 or Form 10, or other filings, which are not outlined
within the Agreement shall be considered separate and distinct services for
which the Contractor and management of the Company will negotiate and agree upon
appropriate compensation prior to other services or other filings being
attempted or completed by the Contractor.

     

    


    
      
        
        

      

      
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