tod_ex10x7.htm


    Exhibit 10.7

    
 

     

    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made, entered into and effective as of
January 1, 2010
(the “Effective Date”), between Jiangsu Zhenyu Environmental Protection
Technology Co. Ltd., a limited liabilities corporation with its principal place
of business located at
West St. Gaocheng Town, Yixing City, Jiangsu Province, P.R. China, Postal Code
214214  (the “Company”), and _Boping Li_, an
individual residing at West St. Gaocheng Town,
Yixing City, Jiangsu Province, P.R. China, Postal Code 214214 (the
“Executive”).

    


    WHEREAS, prior commencing to
the Effective Date (the “Inception Date”), the Executive has been employed by,
and has been performing executive services for, the Company; and

    


    WHEREAS, the Company and the
Executive wish to memorialize the terms and conditions of the Executive’s
employment by the Company in the position of Chief Executive
Officer;

    


    NOW, THEREFORE, in
consideration of the covenants and promises contained herein, the Company and
the Executive agree as follows:

    


    1.    
Employment Period.  The Company offers to employ the Executive, and
the Executive agrees to be employed by Company, in accordance with the terms and
subject to the conditions of this Agreement, commencing on the Effective Date
and terminating on the third anniversary of the Effective Date (the “Scheduled
Termination Date”), unless terminated in accordance with the provisions of
paragraph 11 herein below, in which case the provisions of paragraph 11 shall
control, provided however, that unless either party provides the other party
with written notice of his or its intention not to renew this Agreement at least
six (6) months prior to the Scheduled Termination Date, this Agreement shall
automatically renew for an additional three-year period commencing on the day
after the Scheduled Termination Date and terminating on the third anniversary of
the day after the Scheduled Termination Date. The Executive affirms that no
obligation exists between the Executive and any other entity which would prevent
or impede the Executive’s immediate and full performance of every obligation of
this Agreement.

    


    2.    
Position and Duties.  During the term of the Executive’s employment
hereunder, the Executive shall continue to serve in, and assume duties and
responsibilities consistent with, the position of Chief Executive Officer,
unless and until otherwise instructed by the Company.  The Executive
agrees to devote substantially all of his working time, skill, energy and best
business efforts during the term of his employment with the Company, and the
Executive shall not engage in activities outside the scope of his employment
with the Company if such activities would detract from or interfere with his
ability to fulfill his responsibilities and duties under this Agreement or
require substantial amounts of his time or of his
services.  Notwithstanding anything to the contrary contained herein,
the Executive may hold officer and non-executive director positions (or the
equivalent position) in or at other entities that are affiliated and not
affiliated with the Company.  The Company acknowledges that the
Executive currently holds, and acknowledges the Executive’s right to continue to
hold, such positions in such entities and to continue to fulfill his obligations
in connection with holding such positions in such entities so long as it does
not interfere with his ability to perform his duties and responsibilities
hereunder.

     

     

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    3.     
No Conflicts.  The Executive covenants and agrees that for so long as
he is employed by the Company, he shall inform the Company of each and every
business opportunity related to the business of the Company of which he becomes
aware, and that he will not, directly or indirectly, exploit any such
opportunity for his own account, nor will he render any services to any other
person or business, acquire any interest of any type in any other business or
engage in any activities that conflict with the Company’s best interests or
which is in competition with the Company.

    


    4.    
Hours of Work.  The Executive’s normal days and hours of work shall
coincide with the Company’s regular business hours.  The nature of the
Executive’s employment with the Company requires flexibility in the days and
hours that the Executive must work, and may necessitate that the Executive work
on other or additional days and hours.

    


    5.    
Location.  The locus of the Executive’s employment with the Company
shall be the Company’s office located at Gaocheng Yixing.

    


    6.    
Compensation.

    


    a.     Base
Salary.  During the term of this Agreement, the Company shall pay, and
the Executive agrees to accept, in consideration for the Executive’s services
hereunder, pro rata monthly payments of the annual salary of RMB 216,000Yuan, less all applicable
taxes and other appropriate deductions.

    


    b.    Annual
Bonus. During the term of this Agreement, the Executive shall be entitled to an
annual bonus in an amount of
10% of annual salary for each calendar year (or pro-rata portion thereof
in the case of a period of less than twelve (12) months), such bonus shall be
approved by the Board based on the operation results of the
Company.

    


    7.    Expenses.  During
the term of this Agreement, the Executive shall be entitled to payment or
reimbursement of any reasonable expenses paid or incurred by him in connection
with and related to the performance of his duties and responsibilities hereunder
for the Company.  All requests by the Executive for payment of
reimbursement of such expenses shall be supported by appropriate invoices,
vouchers, receipts or such other supporting documentation in such form and
containing such information as the Company may from time to time require,
evidencing that the Executive, in fact, incurred or paid said
expenses.

     

     

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    8.     
Vacation.  During the term of this Agreement, the paid vacation time
of the Executive shall be calculated in accordance with the provisions of Annual
Leave Regulations for Employee, and the vacation shall not accumulated between
different years.

    


    9.     
Stock Options. Subject to the business operation of the Company, the Board shall
has the sole authority to grant stock options, and decide the type and amount of
stock options herein.

    


    10.    
Other Benefits.

    


    During
the term of this Agreement, the Executive shall be eligible to participate in
incentive, savings, retirement, and welfare benefit plans, including, without
limitation, health, medical, life (including accidental death and dismemberment)
and disability insurance plans (collectively, “Benefit Plans”), in substantially
the same manner and at substantially the same levels as the Company makes such
opportunities available to the Company’s managerial or salaried
employees.

    


    11.     
Termination of Employment.

    


    a.       
Death.  In the event that, during the term of this Agreement, the
Executive dies, this Agreement and the Executive’s employment with the Company
shall automatically terminate and the Company shall have no further obligations
or liability to the Executive or his heirs, administrators or executors with
respect to compensation and benefits accruing thereafter, except for the
obligation to pay the Executive’s heirs, administrators or executors any earned
but unpaid base salary, unpaid pro rata annual bonus and unused vacation days
accrued through the date of death. The Company shall deduct, from all payments
made hereunder, all applicable taxes, including income tax and other appropriate
deductions.

    


    b.      
“Disability.”  In the event that, during the term of this Agreement,
the Executive shall be prevented from performing his duties and responsibilities
hereunder to the full extent required by the Company by reason of “Disability,”
as defined hereinbelow, this Agreement and the Executive’s employment with the
Company shall automatically terminate and the Company shall have no further
obligations or liability to the Executive or his heirs, administrators or
executors with respect to compensation and benefits accruing thereafter, except
for the obligation to pay the Executive’s heirs, administrators or executors any
earned but unpaid base salary, unpaid pro rata annual bonus and unused vacation
days accrued through the date of Disability. The Company shall deduct, from all
payments made hereunder, all applicable taxes, including income tax and other
appropriate deductions through the last date of the Executive’s employment with
the Company.  For purposes of this Agreement, “Disability” shall mean
a physical or mental disability that prevents the performance by the Executive,
with or without reasonable accommodation, of his duties and responsibilities
hereunder for a continuous period of not less than four consecutive months, or
not less than an aggregate of four months during any one-year
period.

     

     

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    c.       “Cause.”

    


    (i)    
At any time during the term of this Agreement, the Company may terminate this
Agreement and the Executive’s employment hereunder for “Cause.”  For
purposes of this Agreement, “Cause” shall mean: (a) the willful and continued
failure of the Executive to perform substantially his duties and
responsibilities for the Company (other than any such failure resulting from a
Disability) after a written demand for substantial performance is delivered to
the Executive by the Company, which specifically identifies the manner in which
the Company believes that the Executive has not substantially performed his
duties and responsibilities, which willful and continued failure is not cured by
the Executive within thirty (30) days of his receipt of said written demand; (b)
the conviction of, or plea of guilty or nolo contendre to, a felony, after the
exhaustion of all available appeals; or (c) the willful engaging by the
Executive in gross misconduct which is materially and demonstratively injurious
to the Company, after a written demand to cease or cure such gross misconduct is
delivered to the Executive by the Company, which specifically identifies the
manner in which the Company believes that the Executive has committed gross
misconduct that is materially and demonstratively injurious to the Company,
which gross misconduct does not cease or is not cured by the Executive within
thirty (30) days of his receipt of said written demand.

    


    (ii)     
Termination of the Executive for “Cause” pursuant to paragraphs 11(c)(i)(a) and
(c) shall be made by delivery to the Executive of a copy of the written demand
referred to in paragraphs 11(c)(i)(a) and (c), or pursuant to paragraphs
11(c)(i)(b) by a written notice, either of which shall specify the basis of such
termination and the particulars thereof and finding that in the reasonable
judgment of the Company, the conduct set forth in paragraph 11(c)(i)(a),
11(c)(i)(b) or 11(c)(i)(c), as applicable, has occurred and that such occurrence
warrants the Executive’s termination.

    


    (iii)     
Upon termination of this Agreement for “Cause,” the Company shall have no
further obligations or liability to the Executive or his heirs, administrators
or executors with respect to compensation and benefits thereafter, except for
the obligation to pay the Executive any earned but unpaid base salary, unpaid
pro rata annual bonus and unused vacation days accrued through the Executive’s
last day of employment with the Company.  The Company shall deduct,
from all payments made hereunder, all applicable taxes, including income tax and
other appropriate deductions.

     

     

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    d.       “Good
Reason.”

    


    (i)      
At any time during the term of this Agreement, subject to the conditions set
forth in paragraph 11(d)(iii) hereinbelow, the Executive may terminate this
Agreement and the Executive’s employment with the Company for “Good
Reason.”  For purposes of this Agreement, “Good Reason” shall mean the
occurrence, without the Executive’s consent, of any of the following events: (a)
the assignment to the Executive of duties that are significantly different from,
and that result in a substantial diminution of, the duties that he assumed on
the Inception Date; (b) the assignment to the Executive of a title that is
different from and subordinate to the title specified in paragraph 2
hereinabove, or (c) a Change of Control (as defined in paragraph 11(d)(ii)
hereinbelow).

    


    (ii)      For
purposes of this Agreement, “Change of Control” means the Company’s Board votes
to approve: (a) any consolidation or merger of the Company pursuant to which 50
percent or less of the outstanding voting securities of the surviving or
resulting company are not owned collectively by the common share holders of
Guojun Wang as November 2009 (the “Current Control Group”); (b) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company other
than any sale, lease, exchange or other transfer to any company where the
Company owns, directly or indirectly, 100 percent of the outstanding voting
securities of such company after any such transfer; (c) any person or persons,
other than the Current Control Group, shall acquire or become the beneficial
owner whether directly, indirectly, beneficially or of record, of 50 percent or
more of outstanding voting securities of the Company; or (d) commencement by any
entity, person, or group (including any affiliate thereof, other than the
Company) of a tender offer or exchange offer where the offeree acquires more
than 50 percent of the then outstanding voting securities of the
Company.

    


    (iii)     
The Executive shall not be entitled to terminate his employment with the Company
and this Agreement for “Good Reason” unless and until (a) he shall have received
written notice from the Company of the occurrence of an event constituting “Good
Reason” as that term is defined in paragraph 11(d)(i) and (ii) hereinabove,
which written notice the Company shall deliver to the Executive within five (5)
business days of the occurrence of any such event; (ii) he shall have delivered
written notice to the Company of his intention to terminate this Agreement or
his employment with the Company for “Good Reason,” which notice specifies in
reasonable detail the circumstances claimed to provide the basis for such
termination for “Good Reason,” within 30 days of his receipt from the Company of
the written notice described in paragraph 11(d)(iii)(a) hereinabove, the
Executive’s having obtained actual knowledge of a “Good Reason;” and (c) the
Company shall not have eliminated the circumstances constituting “Good Reason”
within 30 days of its receipt from the Executive of the written notice described
in paragraph11(d)(iii)(a) hereinabove.

     

     

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    (iv)     
In the event that the Executive terminates this Agreement and his employment
with the Company for “Good Reason,” the Company shall pay or provide to the
Executive (or, following his death, to the Executive’s heirs, administrators or
executors): (a) any earned but unpaid base salary, unpaid pro rata annual bonus
and unused vacation days accrued through the Executive’s last day of employment
with the Company; (b) the Executive’s full base salary through the Scheduled
Termination Date; (c) the Executive’s guaranteed annual bonuses that he would
have been awarded through the Scheduled Termination Date; (d) the value of
vacation days that the Executive would have accrued through the Scheduled
Termination Date; (e) continued coverage, at the Company’s expense, under all
Benefits Plans in which the Executive was a participant immediately prior to his
last date of employment with the Company, or, in the event that any such Benefit
Plans do not permit coverage of the Executive following his last date of
employment with the Company, under benefit plans that provide no less coverage
than such Benefit Plans, through the Scheduled Termination Date (“Continued
Benefits”); and (f) severance in an amount equal to the sum of the Executive’s
annual base salary in effect immediately prior to his last date of employment
with the Company. The Company shall deduct, from all payments made hereunder,
all applicable taxes, including income tax and other appropriate
deductions.

    


    (v)     
The Executive, at his option, shall be entitled to receive the amounts described
in paragraphs 11(d)(iv)(b) and (c) hereinabove in a lump sum within forty-five
(45) days of his last date of employment with the Company.  To
exercise such option, the Executive shall deliver to the Company written notice
therefore within ten (10) business days after his last date of employment with
the Company.  If the Executive fails to deliver such written notice
within ten (10) business days after his last date of employment with the
Company, the amounts described in paragraphs 11(d)(iv)(b) and (c) hereinabove
shall be paid to the Executive in the same manner as they would have been paid,
in accordance with the provisions of paragraphs 6(a) and (b), had the Executive
remained employed by the Company.  The amount described in paragraph
11(d)(iv)(f) shall be paid to the Executive within forty-five (45) days of the
Executive’s last date of employment with the Company.

    


    (vi)      The
Executive shall have no duty to mitigate his damages, except that Continued
Benefits shall be canceled or reduced to the extent of any comparable benefit
coverage offered to the Executive during the period prior to the Scheduled
Termination Date by a subsequent employer or other person or entity for which
the Executive performs services, including but not limited to consulting
services.

    


    e.          Without
“Cause.”

    


    (i)        
By The Executive.  At any time during the term of this Agreement, the
Executive shall be entitled to terminate this Agreement and the Executive’s
employment with the Company without “Cause,” as that term is defined in
paragraph 11(c)(i) hereinabove, by providing prior written notice of at least
thirty (30) days to the Company.  Upon termination by the Executive of
this Agreement and the Executive’s employment with the Company without “Cause,”
the Company shall have no further obligations or liability to the Executive or
his heirs, administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Executive any earned but unpaid
base salary, pro rata annual bonus and unused vacation days accrued through the
Executive’s last day of employment with the Company.  The Company
shall deduct, from all payments made hereunder, all applicable taxes, including
income tax and other appropriate deductions.

     

     

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    (ii)     
By The Company.  At any time during the term of this Agreement, the
Company shall be entitled to terminate this Agreement and the Executive’s
employment with the Company without “Cause,” as that term is defined in
paragraph 11(c)(i) hereinabove, by providing prior written notice of at least
ninety (90) days to the Executive.  Upon termination by the Company of
this Agreement and the Executive’s employment with the Company without Cause,
the Company shall pay or provide to the Executive (or, following his death, to
the Executive’s heirs, administrators or executors): (a) any earned but unpaid
base salary, unpaid pro rata annual bonus and unused vacation days accrued
through the Executive’s last day of employment with the Company; (b) the
Executive’s full base salary through the Scheduled Termination Date; (c) the
Executive’s guaranteed annual bonuses that he would have been awarded through
the Scheduled Termination Date; (d) the value of vacation days that the
Executive would have accrued through the Scheduled Termination Date; (e)
continued coverage, at the Company’s expense, under all Benefits Plans in which
the Executive was a participant immediately prior to his last date of employment
with the Company, or, in the event that any such Benefit Plans do not permit
coverage of the Executive following his last date of employment with the
Company, under benefit plans that provide no less coverage than such Benefit
Plans, through the Scheduled Termination Date (“Continued Benefits”); and (f)
severance in an amount equal to the sum of the Executive’s annual base salary in
effect immediately prior to his last date of employment with the Company. The
Company shall deduct, from all payments made hereunder, all applicable taxes,
including income tax and other appropriate deductions.

    


    (a)     
The Executive, at his option, shall be entitled to receive the amounts described
in paragraphs 11(e)(ii)(b) and (c) hereinabove in a lump sum within forty-five
(45) days of his last date of employment with the Company.  To
exercise such option, the Executive shall deliver to the Company written notice
therefore within ten (10) business days after his last date of employment with
the Company.  If the Executive fails to deliver such written notice
within ten (10) business days after his last date of employment with the
Company, the amounts described in paragraphs 11(e)(ii)(b) and (c) hereinabove
shall be paid to the Executive in the same manner as they would have been paid,
in accordance with the provisions of paragraphs 6(a) and (b), had the Executive
remained employed by the Company.  The amount described in paragraph
11(e)(ii)(f) shall be paid to the Executive within forty-five (45) days of the
Executive’s last date of employment with the Company.

     

     

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    12.     
Confidential Information.

    


    a.       
The Executive expressly acknowledges that, in the performance of his duties and
responsibilities with the Company, he has been exposed since the Inception Date,
and will be exposed, to the trade secrets, business and/or financial secrets and
confidential and proprietary information of the Company, its affiliates and/or
its clients or customers (“Confidential Information”).  The term
“Confidential Information” means, without limitation, information or material
that has actual or potential commercial value to the Company, its affiliates
and/or its clients or customers and is not generally known to and is not readily
ascertainable by proper means to persons outside the Company, its affiliates
and/or its clients or customers.

     

    b.       
Except as authorized in writing by the Board, during the performance of the
Executive’s duties and responsibilities for the Company and (i) until such time
as any such Confidential Information becomes generally known to and readily
ascertainable by proper means to persons outside the Company, its affiliates
and/or its clients or customers, or (ii) for one year following the termination
of the Executive’s employment by the Company for any reason, whichever is
earlier, the Executive agrees to keep strictly confidential and not use for his
personal benefit or the benefit to any other person or entity the Confidential
Information, whether or not prepared or developed by the
Executive.  Confidential Information includes, without limitation, the
following, whether or not expressed in a document or medium, regardless of the
form in which it is communicated, and whether or not marked “trade secret” or
“confidential” or any similar legend: (i) lists of and/or information concerning
customers, suppliers, employees, consultants, and/or co-venturers of the
Company, its affiliates or its clients or customers; (ii) information submitted
by customers, suppliers, employees, consultants and/or co-venturers of the
Company, its affiliates and/or its clients or customers; (iii) information
concerning the business of the Company, its affiliates and/or its clients or
customers, including, without limitation, cost information, profits, sales
information, prices, accounting, unpublished financial information, business
plans or proposals, markets and marketing methods, advertising and marketing
strategies, administrative procedures and manuals, the terms and conditions of
the Company’s contracts and trademarks and patents under consideration,
distribution channels, franchises, investors, sponsors and advertisers; (iv)
technical information concerning products and services of the Company, its
affiliates and/or its clients or customers, including, without limitation,
product data and specifications, diagrams, flow charts, know how, processes,
designs, formulae, inventions and product development; (v) lists of and/or
information concerning applicants, candidates or other prospects for employment,
independent contractor or consultant positions at or with any actual or
prospective customer or client of Company and/or its affiliates, any and all
confidential processes, inventions or methods of conducting business of the
Company, its affiliates and/or its clients or customers; (vi) any and all
versions of proprietary computer software (including source and object code),
hardware, firmware, code, discs, tapes, data listings and documentation of the
Company, its affiliates and/or its clients or customers; (vii) any other
information disclosed to the Executive by, or which the Executive obtained under
a duty of confidence from, the Company, its affiliates and/or its clients or
customers; (viii) all other information not generally known to the public which,
if misused or disclosed, could reasonably be expected to adversely affect the
business of the Company, its affiliates and/or its clients or
customers.

     

     

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    c.      
The Executive affirms that he does not possess and will not rely upon the
protected trade secrets or confidential or proprietary information of his prior
employer(s) in providing services to the Company.

    


    d.       In
the event that the Executive’s employment with the Company terminates for any
reason, the Executive shall deliver forthwith to the Company any and all
originals and copies of Confidential Information.

    


    13.     Ownership
And Assignment of Inventions.

    


    a.       The
Executive acknowledges that, in connection with his duties and responsibilities
relating to his employment with the Company, he and/or other employees of the
Company working with him, without him or under his supervision, may create,
conceive of, make, prepare, work on or contribute to the creation of, or may be
asked by the Company or its affiliates to create, conceive of, make, prepare,
work on or contribute to the creation of, without limitation, lists, business
diaries, business address books, documentation, ideas, concepts, inventions,
designs, works of authorship, computer programs, audio/visual works,
developments, proposals, works for hire or other materials (“Inventions”). To
the extent that any such Inventions relate to any actual or reasonably
anticipated business of the Company or any of its affiliates, or falls within,
is suggested by or results from any tasks assigned to the Executive for or on
behalf of the Company or any of its affiliates, the Executive expressly
acknowledges that all of his activities and efforts relating to any Inventions,
whether or not performed during his or the Company’s regular business hours, are
within the scope of his employment with the Company and that the Company owns
all right, title and interest in and to all Inventions, including, to the extent
that they exist, all intellectual property rights thereto, including, without
limitation, copyrights, patents and trademarks in and to all Inventions. The
Executive also acknowledges and agrees that the Company owns and is entitled to
sole ownership of all rights and proceeds to all Inventions.

    


    b.       The
Executive expressly acknowledges and agrees to assign to the Company, and hereby
assigns to the Company, all of the Executive’s right, title and interest in and
to all Inventions, including, to the extent they exist, all intellectual
property rights thereto, including, without limitation, copyrights, patents and
trademarks in and to all Inventions.

     

     

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    c.        In
connection with all Inventions, the Executive agrees to disclose any Invention
promptly to the Company and to no other person or entity.  The
Executive further agrees to execute promptly, at the Company’s request, specific
written assignments of the Executive’s right, title and interest in any
Inventions, and do anything else reasonably necessary to enable the Company to
secure or obtain a copyright, patent, trademark or other form of protection in
or for any Invention in the United States or other countries.

    


    d.       The
Executive acknowledges that all rights, waivers, releases and/or assignments
granted herein and made by the Executive are freely assignable by the Company
and are made for the benefit of the Company and its Affiliates, subsidiaries,
licensees, successors and assigns.

    


    14.    
 Non-Competition And Non-Solicitation.

    


    a.       The
Executive agrees and acknowledges that the Confidential Information that the
Executive has already received and will receive are valuable to the Company, its
affiliates and/or its clients or customers, and that its protection and
maintenance constitutes a legitimate business interest of Company, its
affiliates and/or its clients or customers to be protected by the
non-competition restrictions set forth herein.  The Executive agrees
and acknowledges that the non-competition restrictions set forth herein are
reasonable and necessary and do not impose undue hardship or burdens on the
Executive.  The Executive also acknowledges that the products and
services developed or provided by the Company, its affiliates and/or its clients
or customers are or are intended to be sold, provided, licensed and/or
distributed to customers and clients in and throughout the PRC (the “Geographic
Boundary”), and that the Geographic Boundary, scope of prohibited competition,
and time duration set forth in the non-competition restrictions set forth below
are reasonable and necessary to maintain the value of the Confidential
Information of, and to protect the goodwill and other legitimate business
interests of, the Company, its affiliates and/or its clients or
customers.

    


    b.      
The Executive hereby agrees and covenants that he shall not, directly or
indirectly, in any capacity whatsoever, including, without limitation, as an
employee, employer, consultant, principal, partner, shareholder, officer,
director or any other individual or representative capacity (other than a holder
of less than one percent (1%) of the outstanding voting shares of any publicly
held company), or whether on the Executive’s own behalf or on behalf of any
other person or entity or otherwise howsoever, during the Executive’s employment
with the Company and for a period of one year following after the termination of
this Agreement or of the Executive’s employment with the Company for any reason,
in the Geographic Boundary:

     

     

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    (i)       Engage,
own, manage, operate, control, be employed by, consult for, participate in, or
be connected in any manner with the ownership, management, operation or control
of any business in competition with the “Business of the
Company.”  The “Business of the Company” is defined as providing
advertisement service to the public in the P.R.China.

    


    (ii)      Recruit,
hire, induce, contact, divert or solicit, or attempt to recruit, hire, induce,
contact, divert or solicit, any employee, consultant or independent contractor
of the Company to leave the employment thereof, whether or not any such
employee, consultant or independent contractor is party to an employment
agreement.

    


    15.     Dispute
Resolution.  The Executive and the Company agree that any dispute or
claim, whether based on contract, tort, discrimination, retaliation, or
otherwise, relating to, arising from, or connected in any manner with this
Agreement or with the Executive’s employment with Company shall be resolved in
accordance with relative PRC laws and regulations.

    


    16.     Notice.  For
purposes of this Agreement, notices and all other communications provided for in
this Agreement or contemplated hereby shall be in writing and shall be deemed to
have been duly given when personally delivered, delivered when it is transmitted
if transmitted by facsimile or telex, delivered five (5) days after posting the
same if posted by mail, and addressed as follows:

    


    If to the
Company:

    


    JIANGSU
ZHENYU ENVIRONMENTAL PROTECTION TECHNOLOGY CO. LTD., its legal address at West
St. Gaocheng Town, Yixing City, Jiangsu Province, P.R. China

    


    If to the
Executive:

    


    Boping Li___ADDRESS:
West St. Gaocheng
Town, Yixing City, Jiangsu Province, P.R. China, Postal Code
214214__

    


    17.     Miscellaneous.

     

    a.   
   Telephones, stationery, postage, e-mail, the internet and
other resources made available to the Executive by the Company, are solely for
the furtherance of the Company’s business.

    


    b.      All
issues and disputes concerning, relating to or arising out of this Agreement and
from the Executive’s employment by the Company, including, without limitation,
the construction and interpretation of this Agreement, shall be governed by and
construed in accordance with the laws of P.R.China.

     

     

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    c.       The
Executive and the Company agree that any provision of this Agreement deemed
unenforceable or invalid may be reformed to permit enforcement of the
objectionable provision to the fullest permissible extent.  Any
provision of this Agreement deemed unenforceable after modification shall be
deemed stricken from this Agreement, with the remainder of the Agreement being
given its full force and effect.

    


    d.      The
Company shall be entitled to equitable relief, including injunctive relief and
specific performance as against the Executive, for the Executive’s threatened or
actual breach of paragraphs 12, 13 and 14 of this Agreement, as money damages
for a breach thereof would be incapable of precise estimation, uncertain, and an
insufficient remedy for an actual or threatened breach of paragraphs 12, 13 and
14 of this Agreement.  The Executive and the Company agree that any
pursuit of equitable relief in respect of paragraphs 12, 13 and 14 of this
Agreement shall have no effect whatsoever regarding the continued viability and
enforceability of paragraph 15 of this Agreement.

    


    e.      Any
waiver or inaction by the Company for any breach of this Agreement shall not be
deemed a waiver of any subsequent breach of this Agreement.

    


    f.      The
Executive and the Company independently have made all inquiries regarding the
qualifications and business affairs of the other which either party deems
necessary.  The Executive affirms that he fully understands this
Agreement’s meaning and legally binding effect.  Each party has
participated fully and equally in the negotiation and drafting of this
Agreement.  Each party assumes the risk of any misrepresentation or
mistaken understanding or belief relied upon by him or it in entering into this
Agreement.

    


    g.     The
Executive’s obligations under this Agreement are personal in nature and may not
be assigned by the Executive to any other person or entity.

    


    h.     This
instrument constitutes the entire Agreement between the parties regarding its
subject matter.  When signed by all parties, this Agreement supersedes
and nullifies all prior or contemporaneous conversations, negotiations, or
agreements, oral and written, regarding the subject matter of this
Agreement.  In any future construction of this Agreement, this
Agreement should be given its plain meaning.  This Agreement may be
amended only by a writing signed by the Company and the Executive.

     

     

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    i.      This
Agreement may be executed in counterparts, a counterpart transmitted via
facsimile, and all executed counterparts, when taken together, shall constitute
sufficient proof of the parties’ entry into this Agreement.  The
parties agree to execute any further or future documents which may be necessary
to allow the full performance of this Agreement.  This Agreement
contains headings for ease of reference.  The headings have no
independent meaning.

     

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    THE
EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT
AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION
THEREOF.

     

    THIS
AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH
PARTIES.  UNDERSTOOD, AGREED, AND ACCEPTED:

    


    


    


    JIANGSU ZHENYU ENVIRONMENTAL
PROTECTION TECHNOLOGY CO. LTD. (Corporate Seal)

     

    Signed
by:   /s/
Yuqiang Wu

    Name:
Yuqiang Wu

    Position:
(Authorized Representative)

    


           /s/
Boping
Li            


    Signature:
Boping Li

     

     

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