Employment
Contract

    


    Party A
(Employer): __Caopu Arts & Crafts Co.,
Ltd.__          ___

     

    Legal
Representative: ____Li Jinliang___________________________

     

    Party B
(Employee): _____Wang Zhiyu__________________________

     

    Gender:
___Male__________  Date
of Birth: __June 13, 1967
______

     

    Nationality:
__Han_________  Educational Background:
___________

     

    ID No.:
______372922196706138930___________________________

     

    Home
Address: _____________________________________________

     

    Zip Code:
_______________  Tel: ______________________________

    


    This
Contract is hereby concluded by and between Party A and Party B in accordance
with applicable laws and policies on the basis of equality, voluntariness and
consensus.

    


    
      	
              I.

            	
              Term
      of Employment Contract

            


    

     

    This
contract is an open-ended employment contract commencing from _January 1, 2002_, unless statutory
or agreed conditions for contract discharge/termination occur.

    


    
      	
              II.

            	
              Post
      & Performance Indicator

            


    

     

    As
agreed, Party B shall hold the position of _Finance . Party B shall
accomplish his/her tasks according to the job duties.

    


    
      	
              III.

            	
              Labor
      protection and Working Conditions

            


    

     

    Party A
shall provide Party B with necessary work environment consistent with the
national, provincial and municipal provisions in regard to production, safety,
labor protection, sanitation and health, and ensure Party B working in a safe
and healthy environment.

    


    
      	
              IV.

            	
              Remuneration

            


    

     

    The
monthly base salary of Party B is RMB _3000__ during service
period (Annual review may be made in consideration of performance and general
level of market prices).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              V.

            	
              Rights
      & Obligations of Party A

            


    

     

    
      	
              A.

            	
              Rights
      of Party A

            


    

     

    
      1.    In
accordance with relevant state provisions, rules and regulations established by
Party A, Party A shall exercise management right, appraisal right and the right
to reward and punishment.

    

     

    
      2.    Party A
is entitled to adjust Party B’s post for business needs during service
period.

    

     

    
      3.    Party A
may inform Party B of terminating this employment contract at random with no
limitation of 30-day advance notification under any of the following
occasions:

    

     

    
      	
               
      

            	
              (1)

            	
              Party
      B is considered not meet the post requirements during the probationary
      period;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      B is found engaged in production and business service activities for
      himself/herself or for his/her relatives or friends during the period of
      silk leave, personal leave, extended maternity leave, medical treatment
      period or full-time study period;

            


    

     

    
      	
               
      

            	
              (3)

            	
              Party
      B severely violates work responsibility or regulations prescribed by Party
      A;

            


    

     

    
      	
               
      

            	
              (4)

            	
              Party
      B has caused grave losses to Party A due to serious dereliction of duty or
      engagement in malpractice for selfish
ends;

            


    

     

    
      	
               
      

            	
              (5)

            	
              Party
      B is investigated for criminal responsibilities in accordance with the
      law;

            


    

     

    
      	
               
      

            	
              (6)

            	
              Party
      B has been reviewed incompetent for six months in a
      role; and

            


    

     

    
      	
               
      

            	
              (7)

            	
              Party
      B is unqualified for this post and refuses to accept other
      arrangement.

            


    

     

    
      4.     
Party A
is entitled to terminate this employment contract but a written notification
shall be given to Party B 30 days in advance under any of the following
occasions:

    

     

    
      (1)    Where
Party B is unable to take up his original work or any new work arranged by Party
A after completion of his/her medical treatment for illness or injury not
suffered at work;

    

     

    
      (2)    Party B
is unqualified for his/her work and remains unqualified even after receiving a
training or an adjustment to any other work post;

    

     

    
      (3)    No
agreement on modification of original employment contract can be reached through
consultation by the parties involved when the objective conditions taken as the
basis for the conclusion of the contract have greatly changed so that the
original contract can no longer be carried out; and

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      (4)    During
the period of statutory consolidation when Party A comes to the brink of
bankruptcy or runs into difficulties in production and management, reduction of
its personnel becomes really necessary.

    

     

    
      5.    Where
Party B causes any loss to Party A during the engagement period due to his/her
violating law or discipline or other misconducts, Party A is entitled to demand
Party B bearing corresponding compensation liabilities.

    

    


    
      	
              B.

            	
              Obligations
      of Party A

            


    

     

    
      1.    Party A
shall abide by state’ laws, provisions and policies, respect employees’
mastership position, create an environment favorable for staff playing their
enthusiasm and creativity;

    

     

    
      2.    Party A
is responsible for offering in-house education and trainings concerning
political ideology, professional ethics, technical know-how, business
management, law and discipline, rule and regulation;

    

     

    
      3.    Party A
shall not terminate this contract according as Subparagraph 3 of Paragraph 1 of
Article 5 hereof under any of the following conditions:

    

     

    
      	
               
      

            	
              (1)

            	
              Party
      B is confirmed to have lost the ability to work due to occupational
      diseases or injuries suffered at
work;

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      B is receiving medical treatment for diseases or injuries within the
      prescribed period of time; and

            


    

     

    
      	
               
      

            	
              (3)

            	
              Other
      circumstances stipulated by laws, administrative rules and
      regulations.

            


    

    


    
      	
              VI.

            	
              Rights
      & Obligations of Party B

            


    

     

    
      	
              A.

            	
              Rights
      of Party B

            


    

     

    
      1.    Party B
may enjoy the rights of taking part in democratic management, winning political
honor and material incentive;

    

     

    
      2.    Party B
is entitled to enjoy labor protection, labor insurance,
welfare treatment;

    

     

    
      3.    Party B
may apply for extension of medical treatment if needed; and

    

     

    
      4.    Party B
may notify at random Party B of revoking this contract in any of the following
occasions:

    

     

    
      	
               
      

            	
              (1)

            	
              Where
      Party A forces Party B to work by resorting to violence, intimidation or
      illegal restriction of personal freedom;
or

            


    

     

    
      	
               
      

            	
              (2)

            	
              Party
      A fails to pay Party B remuneration or to provide working conditions as
      agreed upon in the employment
contract.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              B.

            	
              Obligations
      of Party B

            


    

     

    
      1.    Party B
shall accomplish tasks or targets on time, with high quality and agreed quantity
and accept assessment performed by Party A;

    

     

    
      2.    Party B
shall consciously maintain the image and benefits of Party A and shall not
expose misconducts detrimental to the image and benefits of Party
A.

    

     

    
      3.    Party B
shall carry out business in the name of an employee of Party A and obey the
management of Party A.

    

     

    
      4.    Party B
may inform Party A in written form 30 days in advance of terminating this
employment contract for his/her personal reasons. Otherwise, Party B shall bear
the corresponding legal responsibility.

    

    


    
      	
              VII.

            	
              Labor
      Insurance, Welfare and Benefits

            


    

     

    Both
Party A and Party B shall participate in social insurance and pay social
insurance premiums monthly in accordance with the law. Party A may deduct
premiums of the individual part from Party B’s salary on behalf of the
latter.

    


    
      	
              VIII.

            	
              Liability
      for Breach of Contract

            


    

     

    
      1.    Upon
concluded, both parties concerned shall strictly exercise this contract and
shall bear breach liabilities by paying the other party a compensation of RMB 10,000 . Where
losses are caused, compensation shall depend on consequences and
liabilities.

    

     

    
      2.    During
the service period, where Party B has received vocational training funded by
Party A or has been introduced with compensation, if he/she intends to terminate
this contract before the service period expires, he/she shall pay a compensation
according as the factual training fee or introduction fee, with a 20% decrease
progressively year-on-year.

    

     

    
      3.    The
economic damages and economic compensation for breach or termination of this
contract may comply with applicable state’s provisions. Party A shall make
one-off payment to Party B on the condition that both parties terminate this
contract.

    

     

    
      4.    Due to
the force majeure, causing the non-performance or the damages to either party,
the other party may not undertake the breach liability;

    

    


    
      	
              IX.

            	
              Procedures
      for Terminating This Employment
Contract

            


    

     

    As
agreed, both parties deem the following procedures fair and
rational.

     

    
      	
              1.

            	
              Submit
      a written notice;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Fill
      in Notice of Employee Termination;

            


    

         

    Return
back all kinds of documentation, materials, communications equipment, labor
tools, housing, transportation means, and other properties owned by Party A.
Make compensations for loss or damage.

     

    
      	
              3.

            	
              Handover;

            


    

     

    
      	
              4.

            	
              Pay
      penalty and compensation;

            


    

     

    
      	
              5.

            	
              Party
      A may issue certification of termination or discharge of this
      contract;

            


    

     

    
      	
              6.

            	
              Go
      through transfer of household filing, personnel file and social
      insurance.

            


    

     

    The
employment relationship between both parties shall be terminated on the 31st day
commencing from the written notification of Party B. Where Party B fails to
undergo dismissal formalities for personal reasons, the time for transaction may
be postponed, while Party B shall undertake the corresponding
losses.

     

    However,
where the delay is caused by Party A, Party A shall go through relevant
formalities and compensate for Party B’s losses.

    


    
      	
              X.

            	
              For
      matters not covered by this contract, decisions shall be made by reference
      to applicable laws, provisions, regulations and
  policies

            


    

    


    Party A
(Seal):      Caopu Arts &
Crafts Co.,
Ltd.            

     

    Representative (Seal):
__Li Jinliang__________

     

    ___January 1, 2002__________________________

     

    Party B
(Signature):         Wang
Zhiyu _____________

     

    ___ January 1,
2002