Unassociated Document


    January
22, 2009

     

    


     

    Henry
Ngan


    


    Re:  Employment
Letter

    


    Dear
Henry:

    


    On behalf
of Hong Kong Highpower Technology, Inc. (“the Company”), I am pleased to offer
you the position of Chief Financial Officer of the Company reporting to me
starting on February 1, 2009.  Your annual base salary for this
position will be $150,000, payable bi-monthly on the 15th and
last day of each month.

    


    In
addition, subject to the approval of the Board of Directors, you will be granted
17,000 shares of restricted common Stock on the six-month anniversary of your
start date.  The grant of restricted common stock will vest as
follows:

     

    
      	
               
      

            	
              (i)

            	
              8,500
      shares will vest on the 1 year anniversary of your start date (January 31,
      2010 assuming a February 1, 2009 start date);
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              8,500
      shares will vest on the 2 year anniversary of your start date (January 31,
      2011 assuming a February 1, 2009 start
date).

            


    

     

    Your
shares of restricted common stock are governed by the terms and conditions of
the Company’s 2008 Omnibus Incentive Plan that will be provided to you when the
shares are granted.

     

    We will
reimburse you for premiums paid by you for standard medical and dental
insurance.  In addition, you will be
entitled to reasonable sick leave and paid vacation time (of at least __ days)
in accordance with the Company’s policies.  We shall reimburse
you, upon presentation of proper expense statements, for all ordinary and
necessary out-of-pocket expenses reasonably incurred by you during your
employment in connection with the performance of your duties, provided, however,
that any expense amount over $500 shall require advance approval.

    


    During
the term of your employment, you shall devote your full time, skill and
attention to your duties and responsibilities and shall perform them faithfully,
diligently and competently.  In addition, you shall comply with and be
bound by the operating policies, procedures and practices of the Company in
effect during your employment, including the Company’s Code of
Ethics.  You agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation, consulting or
other business activity directly related to the business in which the Company is
now involved or becomes involved during the term of your employment, nor will
you engage in any other gainful employment, business or activities that conflict
with your obligations to the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    As an
employee you will have access to certain Company confidential information and
you may, during the course of your employment, develop certain information or
inventions which will be the property of the Company. To protect the interests
of the Company, you agree to sign the Company’s standard Assignment of Rights,
Confidentiality and Non-Disclosure Agreement as a condition of your
employment.

     

    The
Company shall provide you with indemnification to the maximum extent permitted
by the Company’s certificate of incorporation, by-laws and applicable
law.  After one year of your continuous employment with the Company,
the Company may obtain a Directors and Officers Insurance coverage for
you.

    


    This
letter agreement sets forth the terms of your employment with the Company, and
supersedes any prior representations or agreements, whether written or oral.
This letter agreement may not be modified or amended except by a written
agreement, signed by a duly authorized officer of the Company.

    


    Henry, we
look forward to having you on the team and to your contributions to our
mission.  Please signify your acceptance of this offer by signing and
dating this letter and faxing it to _____________.

    


    Sincerely,

    


    


    /s/
George Pan

    George
Pan

    Chairman
of the Board and Chief Executive Officer

    


    


    ACCEPTANCE OF
TERM

    


    The
undersigned hereby acknowledges the terms and conditions of his employment as
set forth above and agrees that they comprise the essential terms and conditions
under which he is willing to accept employment with Hong Kong Highpower
Technology, Inc.

    


    Dated:  January
23, 2009

    


    


    /s/ Henry
Ngan                                           


    Signature
of Acceptance

    


    February 1,
2009

    Start Date