Deerfield Resources, Ltd.: Exhibit 10.19 - Prepared by TNT Filings
   Inc.






Exhibit 10.19 

(English Translation) 

Shenzhen 

Employment Agreement 

 

Prepared by Shenzhen Bureau of Labor and Social Security 

(For full-time employees) 

 





	Party (Employer): SHENZHENTMK POWER
      INDUSTRIES LTD. 
	Address: No.2 Huawang Road, Dalang
      Street, Bao’an District, Shenzhen, PRC 
	Legal representative (Principal): Wu
      Henian 
	Contact Person: Wu Henian 
	Form of Entity: a wholly foreign-owned
      enterprise 
	 
	Party (Employee): Xiaodong Xiao
	Sex:
      male                                    
      Tel: 13392187985	ID No.: 
    421124196510100515 
     
	Address: 
    No.7, S and Street, Huangzhou
    District, Huanggang City, Hubei Province 

	 
	
      This employment agreement is made and entered into by and
      between Employer (hereafter referred to as Party A) and Employee
      (hereafter referred to as Party B). As provided by Labor Law of the
      People’s Republic of China (hereafter referred to as Labor Law),
      Labor Contract Law of the People’s Republic of China (hereafter
      referred to Labor Contract Law) and other relevant laws and administrative
      regulations, on voluntary basis and equal standing, it is agreed by and
      between Party A and Party B as follows: 

	 
	Article 1 Employment Term




	1. 	
      Party A and Party B agree to choose the (1) way
      below to determine the employment term.

	 	 	 
	(1) 	
      Fixed term: from 2009-2011 (year), commencing upon
      the first day of January, 2009 and ending on the
      last day of December, 2011.

	 	 	 
	(2)	
      Non-fixed term: commencing upon
      the               
       day
      of                
      ,                
      

	 	 	 
	(3) 	
      Term of completion of certain
work:



commencing upon
the              
day
of                     
, till the work
of                       
has been completed. The sign of the completion of the work
is                                     
. 

	2. 	
      Probationary period



The probationary period shall
be                                         
. (The probationary period is included in the employment term; if no
probationary period, please fill in “No”.) 

Article 2 Job and place of work 

Party B shall undertake the job of Chief Financial Officer. 
The place of work is the office of Shenzhen TMK Power
Industries Ltd. 

Article 3 Working hour, rest and vocation 

	1. 	
      Party A and Party B agree to choose the (1) way
      below to determine Party B’s working time.

	 	 
	(1) 	
      Standard working hours system: Party B shall work for
      8 hours a day (not to exceed eight hours), and 40 hours for
      a week (not to exceed forty hours), and at least one day rest per
    week.



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	(2) 	Irregular working hours system: after the
      examination and approval of the bureau of labor and social security, the
      parties may choose irregular working hours system. 
	  	  
	(3) 	Comprehensive working hours system: after the
      examination and approval of the bureau of labor and social security, the
      parties may choose comprehensive working hours system. 
	  	  
	2. 	If due to needs in production and operations,
      Party A may extend working hours. The parties shall abide by Article 41 of
      Labor Law in overtime working. 
	  	  
	3. 	Party B shall enjoy statutory holidays, annual
      leave, wedding leave, maternity leave and funeral leave as provided by
      law. 
	  	  
	4. 	Other rest and leave arrange for Party
      B                         
      


Article 4 Salary 

	1. 	
      Party A shall establish its own salary distribution
      regulation, and shall inform Party B. The salary paid to Party B shall not
      be lower than the annual minimum wage standard of the locality.

	 	 
	2. 	
      Party B’s salary shall be 7,000.00 RMB Yuan /
      month (Party B’s salary during probationary period shall be RMB Yuan /
      month.), or Party B’s salary shall be determined
      by                                            
      

	          	 
	3. 	
      Party A shall pay Party B his salary on
      the                    
      of every month. Party B’s salary shall be paid in cash and shall be paid
      monthly at least.

	 	 
	4. 	
      Party B’s overtime pay, leave pay and pay for specific
      circumstances shall be paid according to relevant laws and
    regulations.

	 	 
	5. 	
      Other provisions on salary payment agreed by Party A and
      Party
      B:                                
      



Article 5 Social insurance and welfare 

	1. 	
      Party A and Party B shall participate in social insurance
      schemes according to law, provincial and municipal regulations and pay
      social insurance fees.

	 	 
	2. 	
      Where Party B suffers from diseases or non-work-related
      injury, Party A shall arrange a medical treatment period for Party B and
      pay the medical subsidy fee for Party B according to law, or provincial
      and municipal regulations.

	 	 
	3. 	
      Where Party B suffers from occupational diseases, or
      work-related injury, Party A shall handle the occasion according to
      Laws of the People’s Republic of China on the Prevention and Treatment
      of Occupational Diseases and Regulation on Work-related Injury
      Insurance and other related laws and regulations.

	 	 
	4. 	
      Other welfares provided by Party
A:



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Article 6 Labor protection and working condition 

	1. 	
      To effectively protect Party B’s safety and health, Party
      A shall provide Party B with workshop whose condition shall comply with
      national health standards and necessary labor protection articles
      according to the relevant state, provincial and municipal labor protection
      regulations.

	 	 
	2. 	
      Party A shall provide special labor protection for female
      and minor employees according to state, provincial and municipal
      regulations.

	 	 
	3. 	
      When undertaking the operation
      of                              
      , Party B may expose to the occupational diseases
      of                             
      , and Party A shall take the labor protection
      of                           
      , and organize Party B to go for body check-up(s) once / twice / (
      2 ) times a year.

	 	 
	4. 	
      Party B has the right to refuse to engage in dangerous
      operations forced upon him by the management personnel of Party A in
      violation of the relevant regulations, and has the right to require Party
      A to stop the foresaid act or report the foresaid acts to administrative
      authority.



Article 7 Rules and regulations 

	1. 	
      The lawful rules and regulations stipulated by Party A
      shall be publicized to Party B.

	 	 
	2. 	
      Party B shall observe the laws and state, provincial and
      municipal regulations and the lawful rules and regulations stipulated by
      Party A, abide by the safety rule and ethics, timely fulfill his job
      assignments and improve his vocational skills.

	 	 
	3. 	
      Party B shall observe the laws and state, provincial and
      municipal regulations regulation on family
planning.



Article 8 Modification 

The modification of this agreement shall be agreed upon by both
parties through negotiations and in written form. Each party shall hold a
modified copy. 

Article 9 Dissolution and termination of agreement 

	1. 	Party A and Party B may dissolve the agreement
      if they so agree upon negotiations. 
	 	 
	2. 	Party B may dissolve the agreement if he
      notifies Party A in writing 30 days in advance. During the probationary
      period, Party B may dissolve the agreement if he notifies Party A 3 days
      in advance. 
	 	 
	3. 	Where Party A is under any of the following
      circumstances, Party B may notify Party A to dissolve the agreement:

	 	 
	(1) 	PartyA fails to provide labor protection or
      work conditions as stipulated in the agreement; 
	 	 
	(2) 	Party A fails to timely pay the full amount of
      remunerations; 
	 	 
	(3) 	Party A fails to pay security premiums for
      Party B; 


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	(4) 	The rules and regulations stipulated by Party A
      are contrary to any law or regulation and impair the rights and interests
      of Party A; 
	 	 
	(5) 	The agreement is invalid where Party A induced
      Party B to enter into or modify the agreement against Party B’s true
      intention by fraud or duress, or by taking advantage of Party B’s
      hardship; 
	 	 
	(6) 	Party A disclaims its legal liability or denies
      Party B’s rights; 
	 	 
	(7) 	Where Party A violates the mandatory provisions
      of law or administrative regulations; or 
	 	 
	(8) 	Any other circumstances prescribed by other
      laws or administrative regulations that authorized Party B to dissolve the
      agreement. 
	 	 
	4. 	If Party B forces Party A to work by the means
      of violence, threat, or illegally restraining personal freedom, or
      violates the safety regulations to order or force Party B to perform
      dangerous operations that endanger Party B’s personal life, Party B may
      immediately dissolve the agreement without notifying Party A in advance.
    
	 	 
	5. 	Where Party B is under any of the following
      circumstances, Party A may dissolve the agreement: 
	 	 
	(1) 	It is proved that Party B does not meet the
      recruitment requirements during the probation period; 
	 	 
	(2) 	Party B seriously violates the rules and
      regulations stipulated by Party A; 
	 	 
	(3) 	Party B causes any severe damage to Party A
      because Party B seriously neglects his duties or seeks private benefits;
    
	 	 
	(4) 	Party B simultaneously enters other employment
      relationships with other employers and thus seriously affects his
      completion of his job assignment; or Party B refuses to make the
      ratification after Party A points out the problem; 
	 	 
	(5) 	The agreement is invalid where Party B induced
      Party A to enter into or modify the agreement against Party A’s true
      intention by fraud or duress, or by taking advantage of Party A’s
      hardship; or 
	 	 
	(6) 	Party B is under investigation for criminal
      liabilities according to law. 
	 	 
	6. 	Under any of the following circumstances, Party
      A may dissolve the agreement if it notifies Party B in writing 30 days in
      advance or after it pays the employee an extra month’s salary: 
	 	 
	(1) 	Party B suffers from diseases or
      non-work-related injuries, and cannot resume his original position after
      the expiration of the prescribed time period for medical treatment, nor
      can he assume any other position arrange by Party A; 
	 	 
	(2) 	Party B is incompetent to his position or
      remains incompetent after training or changing the position; or 
	 	 
	(3) 	The objective situation, on which the
      conclusion of the agreement is based, has changed dramatically, and the
      agreement is unable to be performed and no amendment is reached after
      negotiations between Party A and Party B. 


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	7. 	Under any of the following circumstances, if it
      is necessary to lay off 20 or more employees, or if it is necessary to lay
      off less than 20 employees but the layoff accounts for 10% or more of the
      total number of the employees, Party A shall make a statement to the labor
      union or all its employees 30 days in advance. After it has solicited the
      opinions from the labor union or of the employees, it may lay off the
      numbers of employees upon reporting the employee reduction plan to the
      labor administrative departments: 
	 	 
	(1) 	It is under revitalization according to the
      Enterprise Bankruptcy Law; 
	 	 
	(2) 	It encounters serious difficulties in
      production and business operation; 
	 	 
	(3) 	The enterprise changes products, makes
      important technological renovation, or adjusts the methods of its business
      operation, and it is still necessary to lay off the number of employees
      after changing the employment agreement; or 
	 	 
	(4) 	The objective economic situation, on which the
      employment agreement is based, has changed dramatically and Party B is
      unable to perform the agreement. 
	 	 
	8. 	Under any of the following circumstances, the
      employment agreement may be terminate: 
	 	 
	(1) 	The term of the agreement has expired; 
	 	 
	(2) 	Party B has begun to enjoy the basic benefits
      of his pension; 
	 	 
	(3) 	Party B is deceased, or is declared dead or
      missing by the People’s Court; 
	 	 
	(4) 	Party A is declared bankrupt; 
	 	 
	(5) 	Party A’s business license is revoked or Party
      A is ordered to close down its business or to dissolve its business
      entity, or Party A makes a decision to liquidate its business ahead of the
      schedule; or 
	 	 
	(6) 	Other circumstances proscribed by other laws or
      administrative regulations. 


Article 10 Pecuniary compensation 

	1. 	Under any of the following circumstances, Party
      A shall pay Party B pecuniary compensation. 
	 	 
	(1) 	Party A terminates the agreement upon the
      negotiation with Party B as prescribed in sub-clause 1 of Article 9;

	 	 
	(2) 	Party B terminates the agreement as prescribed
      in sub-clause 3 and 4 of Article 9; 
	 	 
	(3) 	Party A terminates the agreement as prescribed
      in sub-clause 6 of Article 9; 
	 	 
	(4) 	Party A terminates the agreement as prescribed
      in sub-clause 7 of Article 9; 
	 	 
	(5) 	The agreement is terminated as prescribed in
      item 1 of sub-clause 8 of Article 9 except that Party A maintains the
      original condition or sets stringent condition for renewing the agreement
      and Party B does not agree to renew the agreement. 


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	(6) 	The agreement is terminated as prescribed in
      item 4 and 5 of sub-clause 8 of Article 9; 
	  	  
	(7) 	Any other circumstances prescribed by other
      laws or administrative regulations that authorized the pecuniary
      compensation. 
	  	  
	2. 	Where the parties dissolve or terminate the
      agreement, the pecuniary compensation shall be paid as prescribed in
      Labor Contract Law and state, provincial and municipal regulations.
      Where Party A shall pay pecuniary compensation to Party B, it shall pay it
      when Party B completes the hand-over procedure. 


Article 11 Procedure of Dissolution and termination of
agreement 

When the parties dissolve or terminate the agreement, they
shall proceed to complete the hand-over procedures and Party A shall issue a
written certification for Party B and transfer Party B’s archives and social
insurance. 

Article 12 Settlement of disputes 

Where a labor dispute arises out of this employment agreement,
it shall be settled through negotiation. If no settlement is reached upon
negotiation, the parties concerned may apply with the labor dispute mediation
committee or labor union of Party A for mediation or may apply with the labor
disputes arbitration committee for arbitration. If no party raises an objection
to the arbitration award, each party shall fulfill his respective obligations
according to the arbitration award. If the arbitration award is not accepted,
the case may be brought before the people’s court. 

Article 13 Other provisions needed to be agreed by the
parties: 

	 
	 
	 
	 
	 


Article 14 Miscellaneous 

	1. 	
      Where matters have not been provided in the agreement or
      provisions of this agreement conflict with the law and regulations in
      effect, the law and regulations in effective govern or prevail.

	 	 
	2. 	
      This agreement shall take effect where the parties set
      their hands or seals hereunto. The agreement is invalid if it is altered
      or being signed by other person without written authorization.

	 	 
	3. 	
      This agreement is made in duplication and each party will
      hold one copy.



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	Party A (seal): 	Party B (signature): Xiaodong Xiao
	SHENZHEN TMK POWER INDUSTRIES LTD. 	  
	Legal representative 	  
	Wu Henian 	  
	(Principal) 	  
	Date : 	Date : 


According to Article 10 and 16 of Labor Contract Law, a
written employment agreement shall be concluded in the establishment of an
employment relationship; an employment agreement shall be agreed with by the
employer and the employee and shall come into effect after the employer and the
employee affix their signatures or seals to the employment agreement, and each
party shall hold one copy. 

Upon receipt of this employment agreement, 

Employee shall sign
his signature here: Xiaodong Xiao 

The date of receipt:

 

 

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