S/N: _______

    


    QKL

    


    Labor
Contract

    


    
      	
              Party
      A (Employer)

            	
              Party
      B (Laborer) ________

            
	 
      	 
      
	
              Entity
      Name ________________

            	
              Name
      ________ Gender ________

            
	 
      	 
      
	
              Legal
      Representative _________

            	
              Date
      of Birth ___Y___M___D___

            
	 
      	 
      
	
              (or
      Entrusted Agent) _________

            	
              Education
      Level _____________

            
	 
      	 
      
	
              Contact
      Phone Number _______

            	
              ID
      Certificate Number _______

            
	 
      	 
      
	
              Economic/Business
      Type _______

            	
              Current
      Address_____________

            
	 
      	 
      
	
              Affiliation
      or Relationship ______

            	
              Location
      of Resident Registration

            
	 
      	
              _______Province
      _____City (County)

            
	 
      	 
      
	
              Address

            	
              Affiliated
      Neighborhood _____Street

            
	 
      	
              ______Committee_____Group

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Pursuant
to the “PRC Labor Law” and other legal legislations and regulation, the two
parties, after negotiation on the equal basis, signed voluntarily the this
contract and will mutually abide by all of the terms listed.

    


    By Heilongjiang Province Labor and
Social Security Bureau

    


    Guidelines
for Labor Contract Formation

    I           A
labor contract must be formed when establishing a labor relation.  The
employer and the laborer must assure that all the pieces of related information
for the two parties to follow the labor contract are true and
valid.

    II         For
labor contract covering the term of more than 3 months but less than 1 year, the
probation period shall not exceed 1 month; for labor contract covering the term
of more than 1 year but less than 3 years, the probation period shall not exceed
2 months; for labor contract covering the term of more than 3 years, whether it
has fixed term or not, the probation period  shall not exceed 6
months.  Labor contracts based on completion of a certain amount of
work and tasks or covering the term of less than 3 months shall not contain
probation period.  Probation period shall be included in the term
covered by the labor contract.  If a labor contract only covers the
probation period, such period should not be established but should be instead
the term of the labor contract.

    III        In
any of the following situations, when the laborer states his wish or agrees to
renew or form a labor contract, the contract should be one of unfixed term
unless the laborer expresses the wish for one of fixed term:

    1. the laborer has worked continuously
for more than 10 years for the employer;

    2. the laborer has worked continuously
for more than 10 years for the employer and is less than 10 years from the legal
retirement age when the employer starts for the first time to implement labor
contract system or when the state-owned enterprise is undergoing restructuring
and is re-writing labor contracts;

    3. when the laborer is signing for the
second time the fixed-term labor contract and the laborer, when renewing the
labor contract, does not fall into the categories of 1 and 2 as defined in
Articles 39 and 40 of the “Labor Contract Law”;

    4. with the exception of conditions for
defined services and for competition restrictions, the employer cannot
stipulate, in the contract, that the laborer bear the responsibility for the
breach of contract penalty; and

    5. the employer can form agreements
with the laborer regarding position, training and confidentiality, etc as
supplements to the labor contract.  According to “PRC Labor Law”, “PRC
Labor Contract Law” and other law and legal regulations, the two parties (of the
contract) form this contract, following the principles of legality, fairness,
equality and free volition, consensus through negation and truthfulness and
trust, and shall carry out the terms listed in the contract.

    


    I. Term
of the Labor Contract

    Article
1.            Based
on the discussion and agreement between the two parties, this contract adopts
the type 1 below:

    1.     
    Fixed term: beginning on ________
and ending on __________,
of which the probation period starts on (year/month/date) and ends
(year/month/date).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.      
   Unfixed term:  beginning on (year/month/date) and
ending (year/month/date), of which the probation period starts on
(year/month/date) and ends (year/month/date).

    3.     
    Term based on the completion of specified work and
tasks: beginning on (year/month/date) and ending (year/month/date).

    


    II.           Scope
and Location of Work

    Article
2.            Party
B agrees that, Party A, according to Party A’s work
requirements,   appoints Party B in the (Post) of working as
__________.  The
location of work is in the _____________.  The
two parties may renew agreement for the post, stipulating specific
responsibilities and requirements for the Post.

    


    Article
3.            Party
B should, following the scope and requirements of work set forth by Party
A,  conscientiously perform the duties of the Post and complete the
work and tasks on schedule, and adhere to the rules and regulations established
by A in accordance to Law.

    


    III.           Work
Hours, Off Days and Vacation

    Article
4.            Party
A designates Party B to be in the category __ of the work-hour work
system.

    1.
         Standard work-hours
system: Party B should not work more than 8 hours per day, and the average work
hours per week should not exceed 40 hours.

    2. 
        Comprehensively calculated work
hours system: work hours are comprehensively calculated, based respectively on
the cycle of week, month, quarter or year, but the average work hours per day
and average work hours per week must be in general adherence to legally set
standard work hours.

    3.  
       Unfixed-hours system: when B meets one
of the following criteria, B can follow the unfixed-hours work
system:

    (1)  
     Senior management personnel, salesperson, some of
the personnel on extra duty and other personnel whose work cannot be measured by
the standard work  system;

    (2)   
    Long distance transportation personnel, taxi drivers and
some of the loading/unloading worker at railroads, ports and warehouses and
other personnel who require flexible schedule due to the  special
nature of work; and

    (3)    
   Other personnel who are suitable for the unfixed-hours system
due to the special nature and special requirements of work and to the scope of
duties.

    


    Article
5.            The
designation for comprehensively calculated work-hours system and for
unfixed-hours system needs to be finalized upon approval of Party A’s
application by the Labor Protection Administrative agency.

    On the basis of assuring Party B’s
health and of following Party B’s suggestions, Party A should adopt appropriate
means of consolidating work and consolidating off days, alternating and
exchanging off days and flexible work hours, etc, to ensure Party B’s days off
and vacation and ensure Party B’s completion of his work and
tasks.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
6.            Party
A should strictly follow work load setting standard and should not force or
coerce, in any other form, Party B to work overtime.  If there is
production or operation need, work hours may be extended after discussion
between labor union and Party B, but the extension each day must not be more
than one hour.  If for some special reason the work hours need to be
extended, on the condition of protecting the health of Party B, the extension of
work hours must not exceed 3 hours per day and 36 hours per month.

    


    Article
7.            According
to the Law, Party A guarantees Party B’s right for rest, and Party B enjoys the
right for legal holidays, and other right for visiting families, attending
weddings and funerals, birth control planning, and the right for paid
vacations.

    


    IV. Labor
Compensation

    Article
8.            Based
on the consideration of its production operation characteristics and of economic
efficiency, Party A determines its own compensation distribution system in
accordance to the Law.  Party B’s salary level, following the
principle of “same work, same pay,” is determined on the basis of its own
compensation distribution system and on the comprehensive consideration of Party
B’s labor skill, intensity of work, working condition and work
contribution.

    


    Article
9.            Party
A pays salary to Party B in  ____ of the following forms:

    1.      
   Work-hour-based salary: Party B’s salary standard is
________RMB/Month(week); and performance salary (bonus) is dependent on party
B’s actual labor contribution.

    2.     
    Item-based
salary:          Party B’s workload
is set at ________, each item of which is _______.

    3.     
    Determined by the compensation distribution system set
by Party A in accordance to the Law.

    


    Article
10.          During the
probation period, Party B’s salary standard is _______ , which cannot be lower
than lowest salary for the same post within the unit or lower than 80% of the
salary set forth in this contract, nor should it be lower than the lowest salary
standard at the location where Party A assigns work.

    


    Article
11.          Party A pays full
amount of salary to Party B in the form of cash before the ____ day of each
month;  If there is an official holiday or an off day, the pay day
should be moved forward to the last working day ahead of such days.

    Party A should make written record of
the salary payment day to Party B, amount, number of work days, signature and
other relevant information and provide Party B with itemized salary
statement.

    


    Article
12.          If Party A
arranges for Party B to work on an off day, Party A must arrange in accordance
to law for Party B to have off days to make up for same amount of time or to pay
Party overtime compensation;  if A arranges to extend B’s work hours
beyond the legally set, standard work hours or for Party B to work on an
officially designated holiday, Party A must pay overtime salary to Party B in
accordance to the relevant regulations of the state.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    During the periods of official
holidays, wedding and funeral off days and period when Party B attends social
activities according to law, Party A must pay salary according to
law.

    


    V. Social
Insurance and Welfare

    Article
13.          Party A and Party
B shall participate social insurance in accordance with state, provincial and
local laws and regulations on social insurance. Parties shall pay all social
insurance fee in accordance with laws and regulations. Party A shall deduct and
submit the social insurance fee for Party B.

    


    Article
14.          Within the term
of the agreement, Party B’s vacation, leave of absence due to occupation-related
illness or work related injury, maternity leave, death and pregnancy leave shall
be protected in accordance with related laws and regulations.

    


    VI. Labor
Protection, Labor Condition and Protection from Occupational Hazard

    


    Article
15.          Party A shall
establish comprehensive systems of labor safety, health, and occupational hazard
prevention in accordance with relevant state and provincial laws and
regulations. Party A shall strictly enforce all the relevant state laws and
regulations. Party A shall provide necessary training to Party B, provide a safe
and healthy working condition and all necessary labor protection products to
Party B. Party B shall observe all relevant regulations and operational
procedures.

    


    Article
16.          If Party A
engages Party B to conduct the kind of work which may expose Party B to
occupational disease, Party A shall perform his obligation of disclosure, and
provide health safety and occupational disease prevention education to Party B
to minimize happening of the accident and to reduce Party B’s exposure to
hazard. Party A shall periodically arrange health examinations to Party B if
Party A engages Party B to carry out a highly risky work.

    


    Article
17.          If Party B is a
female or youth, Party A shall provide special labor protection in accordance
with relevant state or provincial labor protection law.

    


    Article
18.          If Party A
exposes Party B to a physically dangerous working environment, Party B has the
right to refuse to work. Party B has the right to criticize, file complaint or
file lawsuit if Party A exposes Party B to such physically dangerous working
environment.

    


    VII. The
Performance and Modification of the Employment Agreement

    Article
19.          Party A and Party
B shall lawfully perform their respective obligations in accordance with the
stipulation of the agreement.

    


    Article
20.          Party A’s change
of name, legal person, management or investor shall not affect the
enforceability of the agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
21.          Party
A’s  merger or split shall not affect the enforceability of the
agreement, the party which inherits all of Party A’s rights and obligations
shall continue to perform the agreement.

    


    Article
22.          If parties reach
consensus through negotiation, they may change the content of this agreement.
The modification shall be in writing.

    


    Article
23.          The termination
of this agreement shall be in accordance with Article 36, Article 37, Article
38, Article 39, Article 40, Article 41, Article 42, Article 43, Article 44 of
Labor Contract Law.

    


    Article
24.          Party A shall
reimburse Party B if the termination of this agreement is conducted in
accordance with Article 46 of the Labor Contract Law.

    


    Article
25.          If Party A
terminates this agreement in violation of law and Party B demands Party A’s
continual performance of the agreement, Party A shall continue to perform the
agreement. If Party B does not demand Party A’s continual performance of the
agreement or if the agreement can not be further performed, Party A shall
reimburse Party B two times of Party B’s pecuniary damage.

    


    Article
26.          When terminating
the agreement, Party A shall, in accordance with relevant laws and regulations,
issue proof of termination to Party B, and within 15 days after the termination,
Party A shall complete the transfer of Party B’s social insurance relationship
and documents.

    Party B shall transfer its work in
accordance with mutual consent. If Party A shall reimburse Party B in accordance
with laws, the payment shall be completed during the period of
transfer.

    


    IX Other
Issues

    Article
27.          If Party A
provides special training allowance to Party B so that Party B can obtain
special occupational technical training, Party A may enter into another
agreement with Party B to set the term of service.

    If Party B breaches the agreement on
the term of service, it shall pay liquidated damage to Party A. The amount of
liquidated damage shall not exceeds the training cost reimbursed by Party A. The
liquidated damage shall not exceed the training cost proportional to the
unperformed term of service.

    


    Article
28.          When Party B has
obligation for confidentiality, the two parties may form and execute agreement
stipulating competition restriction.  If Party B violates competition
restriction provisions,  Party B must pay breach of agreement penalty
to Party A, and if such breach incurs loss to Party A, must bear responsibility
for compensation.

    


    Article
29.          Other matters
agreed upon by the two parties:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
30.          In the event of
conflicts arising from adhering to the contract, the parties involved may
negotiate for a  resolution.  When negotiation fails, the
matter may be submitted for arbitration or referred to litigation in accordance
to law.

    


    Article
31.          Any other matters
not covered by this contract should be dealt with in accordance to the laws,
legal rules and regulations of the State and of the Province.

    


    Article
32.          This contact
becomes effective on the date of its being affixed signatures or
seals.

    This contract has two copies, one to
each party.

    


    
      	
              Party
      A (Seal)______________

            	
              Party
      B (Seal)_________________

            


    

    


    Legal
Representative

    Or
Entrusted Agent (Seal) _______________

    


    Contract
Execution Date _______Year______Month_______Date