demand_ex10x12.htm


    
Exhibit 10.12

      


      EMPLOYMENT
CONTRACT

      


      Party
A(Employer):Hangzhou MYL
Business Administration Consulting Co., Ltd.

      
        Residence:      Legal
representative:Kaien
LIANG

      

      Party B
(Employee):Zhiwei
HUANG, Gender:   ID card No.:

      Educational
background:           Address:

       

          In accordance
with the Employment Law of the People’s Republic of China (“PRC”), the
Employment Contract Law of the PRC and other applicable laws regulations and
rules, the Parties, on the basis of equality, free will, and mutual negotiation,
have entered into this contract on the terms and conditions set forth as
follows.

      
        


        I. Type
and Term of contract

         

        (I) Type
and Term of contract

         

        
          	
                  1.

                	
                  Employment
      contract of indefinite term: commencing on April 1, 2009 until the
      occurrence of any of the circumstances for termination of contract as
      provided for by the applicable laws or as mutually
  agreed.

                


        

         

        
          	
                  II.

                	
                  Description
      of work, Place of work, and
requirements

                


        

         

        
          	
                   
      

                	
                  Party
      B shall act as     __________  , with the place of work at
      Hangzhou.

                


        

         

        Party B
shall work to the satisfaction of Party A. Subject to mutual negotiation and
agreement, the position and the place of work may be changed, as Party A
requests.

         

        
          	
                  III.

                	
                  Working
      hours, break, and leave

                


        

         

        
          	
                  (I)

                	
                  The
      following working hours system No.1 shall
apply:

                


        

         

        
          	
                  1.

                	
                  Standard
      working hours system, i.e., Party B works for no more than 8 hours every
      day, no more than 40 hours every week, and at least one day on leave every
      week.

                


        

         

        
          	
                  2.

                	
                  indefinite
      working hours system approved by the pertinent administration for
      employment; or

                


        

         

        
          	
                  3.

                	
                  comprehensive
      working hours system approved by the pertinent administration for
      employment. 

                


        

         

        The pay shall be made every ___/__.

         

        
          	
                  (II)

                	
                  Party
      B may work overtime, provided that Party B must make prior application and
      implement of overtime work may be made only after approval by Party A. The
      overtime work shall, generally, be less than one hour every day, or at
      most three hours every day for special reason, but never more than 36
      hours every month. Party A shall guaranty that Party B enjoys the rights
      on breach and leave.

                


        

         

        
          	
                  (IV)

                	
                  Pay,
      manner and time for payment

                


        

         

        
          	
                  (I)
      

                	
                  The
      pay for Party A in the probation period shall be RMB
  /

                


        

         

        
          	
                  (II)  

                	
                  After
      the probation period, the monthly pay for Party B shall be RMB3,000, on
      condition that Party B shall render normal service during the statutory
      working hours.

                   

                  With
      regard to increase/decrease of salary, bonus, subsidy, allowance, overtime
      pay, and payment of the pay under special circumstances, the applicable
      laws and regulations as well as the rules lawfully made by Party A shall
      apply. The pay Party A paid to Party B shall be no less than the local
      standard of minimum wage.

                


        

         

        
          	
                  (III)
      

                	
                  Party
      A shall, on the 15th
      day of every month, deliver the pay in cash to Party B without
      delay.

                


        

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  (IV)
      

                	
                  Party
      A shall deliver the pay for Party B during such period when Party B is on
      leave in statutory holidays and lawfully participates in social
      activities.

                


        

         

        
          	
                  V.

                	
                  Social
      Insurance and Welfare

                


        

         

        Party A
shall lawfully procure the social insurances for Party B, and pay the fees on
social insurance. The part of such fees on social insurance payable from Party B
shall be withheld from the pay for Party B and be transmitted by Party
A.

        
           

          
            	
                    V.

                  	
                    labor
      protection, labor conditions, and prevention from occupational
      danger

                  


          

        

         

        The
Parties shall abide by the applicable national regulations in respect of safe
operation, labor protection and prevention of occupational disease. Information
on occupational danger relevant to the type of work shall be specified in the
contract. Party A shall ensure suitable working facilities, apparatus and other
conditions for the purpose of labor protection. Party B shall strictly observe
all rules on safe operation. Party A must voluntarily implement the national
regulations in respect of special protection of women employees and minor
employees.

         

        
          	
                  VII.

                	
                  Amendment,
      revocation, and termination of Employment
  contract

                


        

         

        
          	
                  (I)

                	
                  Subject
      to mutual negotiation and agreement by both parties, part of the
      provisions herein may be amended. Such amendment shall be made in form of
      a written agreement, which each of the parties holds one
      original.

                


        

         

        
          	
                  (II)

                	
                  the
      employment contract may be revoked subject to mutual agreement by the
      Parties.

                


        

         

        
          	
                  (III)

                	
                  Party
      B may revoke the employment contract by sending to Party A a 30-day prior
      written notice. Party B may revoke the employment contract in the
      probation period by sending to Party A a 3-day prior written
      notice.

                


        

         

        
          	
                  (IV)

                	
                  Party
      B may revoke the employment contract under any of the following
      circumstances:

                


        

         

        
          	
                  1.

                	
                  Party
      A fails to provide the labor protection facility and labor conditions as
      agreed under the employment
contract;

                


        

         

        
          	
                  2.

                	
                  Party
      A fails to deliver the pay in full on a timely
  basis;

                


        

         

        
          	
                  3.

                	
                  Party
      A fails to lawfully pay the fees on social insurance for Party
      B;

                


        

         

        
          	
                  4.

                	
                  Party
      A’s rules and systems violate the applicable laws and regulations to the
      detriment of the interest of Party
B;

                


        

         

        
          	
                  5.

                	
                  In
      signing or amending the employment contract, Party A involves fraud,
      threat, or taking advantage of unfavorable position of Party B, and thus
      makes the contract invalid; or

                


        

         

        
          	
                  6.

                	
                  any
      other circumstance by virtue of which Party B shall be entitled to revoke
      the employment contract as provided for in the applicable laws and
      regulations.

                


        

         

        Where
Party A involves forced labor by means of violence, threat, or illegal
restriction of personal freedom, or Party A, in breach of the regular operation
rules, forces Party B to work in danger, thus exposing Party B to possible
personal injury, Party B may revoke the employment contract with immediate
effect without sending prior notice to Party A

         

        
          	
                  (V) 

                	
                  Under
      any of the following circumstances, Party A may revoke the employment
      contract:

                


        

         

        
          	
                  1.

                	
                  Party
      B is proved incompetent in the probation period according to the
      description of competence for
recruitment.

                


        

         

        
          	
                  2.

                	
                  Party
      B seriously breaches any labor discipline or rules and systems of Party
      A.

                


        

         

        
          	
                  3.

                	
                  Party
      B involves serious breach of duty or jobbery that causes serious damage to
      Party A’s interest.

                


        

         

        
          	
                  4.

                	
                  Party
      B also maintains employment relation with other employers, which seriously
      affect the completion of task dispatched by Party A, or Party B refuses to
      remedy so after being notified by Party
A.

                


        

         

        
          	
                  5.

                	
                  Party
      B involves in fraud, threat, or taking advantage of unfavorable position
      of Party A in procuring Party A to sign or amend the employment contract
      against the actual intentions of Party A, and thus makes the contract
      invalid.

                


        

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  6.

                	
                  Party
      B is lawfully imposed with any criminal
  punishment.

                


        

         

        
          	
                  (VI)

                	
                  Under
      any of the following circumstances, Party A may revoke the contract,
      subject to a 30-day prior written notice to Party B or additional payment
      at one month’s pay fixed hereunder in substitution of such 30-day prior
      notice:

                


        

         

        
          	
                  1.

                	
                  Party
      B suffers a disease or gets injured rather than an industrial injury, and
      is competent for neither the original position nor any new position
      dispatched by Party A upon the completion of the medical treatment
      period;

                


        

         

        
          	
                  2.

                	
                  Party
      B is proved to be incompetent for the current position and keeps
      incompetent after training or shift of position, or refuses such shift of
      position;

                


        

         

        
          	
                  3.

                	
                  the
      Employment contract becomes non-performable because of substantial change
      in the objective circumstance based on which the contract is signed, and
      the parties fail to reach an agreement on amendment of the contract
      despite mutual negotiation.

                


        

         

        
          	
                  (VII)

                	
                  Party
      A may revoke the employment contract, in case that Party A has to reduce
      the employees, despite amendment of the employment contract, because of
      its reorganization under the Law on Enterprise Bankruptcy, or seriously
      unfavorable position in operation; or its shift to new business, major
      technical renovation, or change of business mode; or the employment
      contract becomes non-performable because of substantial change in the
      objective economic circumstance based on which the contract is signed,
      provided, however, that Party A shall explain to and consider the opinions
      of the trade union or all the employees 30 days in advance, and lodge to
      the administration for employment the written report on the plan of
      reduction of employees.

                


        

         

        
          	
                  (VIII)

                	
                  Under
      any of the following circumstances, the contract shall
      terminate:

                


        

         

        
          	
                  1.

                	
                  upon
      the expiration of the contract;

                


        

         

        
          	
                  2.

                	
                  Party
      B is entitled to claim the pension;

                


        

         

        
          	
                  3.

                	
                  Party
      B dies, or is declared dead or missing with an order by the People’s
      Court;

                


        

         

        
          	
                  4.

                	
                  Party
      A is lawfully declared bankrupt, revoked with the business license,
      ordered to shut up, dissolved, or voluntarily dismisses;
  or

                


        

         

        
          	
                  5.

                	
                  under
      any other circumstance as provided for under applicable laws and
      regulations

                


        

         

        
          	
                  (IX)

                	
                  The
      employment contract shall survive its expiration date until the
      elimination of any of the following
  circumstances:

                


        

         

        
          	
                  1.

                	
                  before
      medical examination on occupational disease for resigning employees, or in
      the course of diagnosis or monitoring period for suspect patient of
      occupational disease, if Party B works with exposure to occupational
      disease;

                


        

         

        
          	
                  2.

                	
                  suffers
      an occupational disease in the course of working for Party A, or an
      industrial injury and is evaluated to lose the working capacity, partly or
      wholly;

                


        

         

        
          	
                  3.

                	
                  in
      the stipulated medical treatment period after suffering a disease or an
      injury other than an industrial
injury;

                


        

         

        
          	
                  4.

                	
                  (for
      a female employee) in the periods of pregnancy, confinement, or
      lactation;

                


        

         

        
          	
                  5.

                	
                  works
      for Party A for consecutive 15 years, and may retire in less than 5 years
      according to the statutory age of
retirement;

                


        

         

        
          	
                  6.

                	
                  any
      other circumstance as provided for under applicable laws and
      regulations.

                


        

        


        
          	
                  VIII. 

                	
                  Breach
      of contract liability

                


        

         

        In case
that Party A illegally revokes or terminates the employment contract, Party A
shall pay Party B the financial damages; in case that Party B illegally revokes
the employment contract, thus causing Party A to suffer any economical loss,
Party B shall be liable to the loss therefrom.

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          
            	
                    IX.

                  	
                    other
      issues:

                  


          



        
          	
                  X.

                	
                  miscellaneous

                


        

         

         

        
          	
                  1.

                	
                  Any
      dispute arising out of the performance of the employment contract may be
      lawfully referred to the pertinent local authorities at the place where
      Party A is located, for mediation, arbitration and
  lawsuit.

                


        

         

        
          	
                  2.

                	
                  As
      for anything unspecified herein, the applicable national regulations and
      rules shall apply.

                


        

         

        
          	
                  3.

                	
                  In
      case of discrepancy between this contract and any national laws and
      regulations to be promulgated in future, the latter shall
      prevail.

                


        

         

        
          	
                  4.

                	
                  The
      contract is lawfully concluded, and takes effect upon signature / seal
      affixed by the Parties, which the Parties shall strictly abide
      by.

                


        

         

        
          	
                  5.

                	
                  The
      contract is made out in duplicate, one of which for each of the
      Parties.

                


        

        


      

       

      
        	Party
      A (seal):
      

                Hangzhou
      MYL Business Administration Consulting Co., Ltd

                 

                (Legal
      representative/ executive):

                 

                
 

                Date
      of signing:

              	
                Party
      B(signature):Zhiwei
      HUANG

                 

                 

                 

                 

                 

                 

                Date of signing: