Unassociated Document


    EXHIBIT
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is entered into on March 7,
      2007,
      between
      Keith Hor (“Employee”), Flat 37E, Block 5, Vista Paradiso, Ma On Shan, New
      Territories, Hong Kong and Diguang International Development
      Co.,
      Ltd.
      (“DIDC”),
      a
      Nevada corporation. 

    


    WHEREAS,
      Employee wishes to work for DIDC
      as, and
DIDC
      wishes
      to employ Employee in the capacity of,
      Chief
      Financial Officer;

    


    NOW,
      THEREFORE, the parties to this Agreement agree as follows:

    


    
      
        
          	1.	
                  Employment
                    and Position. 

                


        

      

    

    


    1.1.    Employee
      shall be employed in the capacity of Chief Financial Officer (full time) of
      DIDC
       and
      Employee hereby accepts such employment on the terms and conditions contained
      in
 the
      Agreement. 

     

    1.2.    Employee
      shall report directly to DIDC's
      chief
      executive officer. Employee shall  have
      those responsibilities normally discharged by persons in his position in a
      US
      public  company,
      including but
      not
      limited to the
      general supervision and oversight of the financial  recordkeeping
      and reporting of DIDC
      and the
      responsibilities listed as Exhibit A which is  attached
      hereto.

     

    1.3    Employee
      agrees that to the best of his ability and experience he will at all times
      faithfully perform all of the duties and obligations required of and from
      Employee, consistent and commensurate with Employee’s position, pursuant to the
      terms and conditions hereof. During the term of Employee’s employment
      relationship with DIDC, Employee will not directly or indirectly engage or
      participate in any business that is competitive in any manner with the business
      of DIDC and its subsidiaries and will not be engaged in a similar position
      on
      behalf of another entity. Employee
      will comply with and be bound by DIDC’s operating policies, procedures and
      practices as provided to Employee from time to time and in effect during the
      term of Employee’s  employment,
      except as those policies, procedures and practices conflict with the terms
      of
      this Agreement, in which case the terms of this Agreement shall
      control.

     

    1.4    Employee
      represents and warrants to DIDC that he is under no obligations or commitments,
      whether contractual or otherwise, that are inconsistent with his obligations
      under this Agreement. Employee represents and warrants that he will not use
      or
      disclose, in connection with his employment by DIDC, any trade secrets or other
      proprietary information or intellectual property in which Employee or any other
      person has any right, title or interest and that his employment by DIDC as
      contemplated by this Agreement will not infringe or violate the rights of any
      other person or entity. Employee represents and

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    warrants
      to DIDC that he has returned all property and confidential information belonging
      to any prior employers. 

    


    
      	2.	
              Term
                of Employment. Employee’s employment as CFO by DIDC
                shall commence as of March 7, 2007 and shall continue
                thereafter
                until terminated by either party to this Agreement as provided
                below.

            


    

    


    
      	3.	
              Cash
                Compensation. Employee shall receive a
                salary of US$10,000 per
                month, payable pursuant
                to DIDC’s normal payroll practices,
                less any amounts that DIDC
                is
                required by
                law to withhold or that Employee directs DIDC
                in
                writing to withhold.

            


    

    


    
      	4.	
              Vacation.
                During his employment, Employee will be eligible for two weeks vacation
                each year, which vacation shall accrue ratably over each calendar
                year and
                pro-rata during any partial year of employment, subject to a maximum
                accrual at any time of four weeks
                vacation.

            


    

     

    
      	5.	
              Equity
                Compensation. The Employee has already received, and shall be entitled
                to
                retain, options to purchase the equivalent of 20,000 shares of
                DIDC,
                under the option plan previously adopted by Diguang International
                Holdings
                Limited, which plan DIDC
                assumed. Employee shall retain those options on the terms, including
                exercise
                price (as adjusted in connection with DIDC’s
                assumption of the plan),
                provided, however, that Employee’s options shall vest on an annual basis,
                at which he remains employed under this Agreement (i.e. 25%
                of the shares subject to the stock options shall vest on each of
                the first
                four anniversaries of March 1,
                2007).

            


    

     

    
      	6.	
              Protection
                of Confidential Information; Non-Competition. Employee shall sign,
                or has
                signed, a Confidential Information and Invention Assignment Agreement
                attached hereto as Exhibit B (the “Confidentiality Agreement”). Employee
                hereby represents and warrants to DIDC that he has complied with
                all
                obligations under the Confidentiality Agreement and agrees to continue
                to
                abide by the terms of the Confidentiality Agreement and further agrees
                that the provisions of the Confidentiality Agreement shall survive
                any
                termination of this Agreement or of Employee’s employment relationship
                with DIDC and its subsidiaries. 

            


    

    


    6.1    Employee
      hereby agrees that he shall not, during his employment pursuant to this
      Agreement and
      for a
      period of twenty (24) months thereafter,
      carry
      on
      any business or activity (whether directly or indirectly, as a partner,
      shareholder, principal, agent, director, affiliate, employee or consultant)
      which is competitive with the business conducted by DIDC or any of its
      subsidiaries (as conducted now or as those businesses come to be conducted
      during the term of Employee's employment), nor engage in any other activities
      that conflict with Employee’s obligations to DIDC and its subsidiaries, without
      the prior consent
      of the
      Board of Directors.

     

    6.2    Employee
      agrees that breach of Section 6.1 will cause substantial injury to DIDC for
      which money damages will not provide an adequate remedy, and Employee agrees
      that DIDC shall have the right to obtain injunctive relief, including the right
      to have Section 6.1 specifically enforced by any court having equity
      jurisdiction, in addition to, and not in limitation of, any other remedies
      available to DIDC under applicable law.

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    
      	7.	
              Location.
                Employee shall be based in the Shenzhen, but he shall travel to such
                places as he may be directed by DIDC’s
                chief executive officer
                or
                as may be necessary for him to fulfill his responsibilities under
                this
                Agreement, including but
                not limited to
                China. 

            


    

    


    
      	8.	
              Reimbursement
                of Expenses. Employee
                shall be entitled to reimbursement of reasonable expenses incurred
                by him
                in connection with the performance of his duties under this Agreement,
                including, but not limited to, reasonable
                expenses
                connected with his travel on behalf of DIDC.
                DIDC shall reimburse Employee for such expenses upon presentation
                of an
                itemized account and appropriate supporting documentation, all in
                accordance with DIDC’s generally applicable policies 

            


    

    


    
      	9.	
              Termination.
                Either party may terminate this Agreement at any time upon delivery
                of
                forty-five (45)
                days’ prior
                written notice
                to the other, provided, however, that DIDC
                may terminate Employee without notice if it pays him the salary that
                he
                would have earned had she remained employed through the end of the
                notice
                period. Upon termination, Employee shall remain entitled to reimbursement
                of any reasonable
                expenses
                incurred by him on behalf of DIDC
                up
                to the date of termination. 

            


    

    


    
      	10.	
              Notices.
                All notices provided for in this Agreement shall be in writing, and
                shall
                be deemed to have been duly given when delivered personally to the
                party
                to receive the same, when transmitted by electronic means, or when
                mailed
                first class postage prepared, by certified mail, return receipt requested,
                addressed to the party to receive the same at his or its address
                set forth
                below. All notices shall be deemed to have been given as of the date
                of
                personal delivery, transmittal or mailing
                thereof.

            


    

    


    If
      to
DIDC:

    


    8/F,
      64
      Bldg, Jinlong Industry District, 

    Majialong,
      Nanshan District

    Shenzhen,
      China
      

    


    Attn: Song
      Yi

    


    If
      to
      Employee:

    


    Flat
      37E,
      Block 5, Vista Paradiso,    

    Ma
      On
      Shan, New Territories, Hong Kong

     

    11.
      Miscellaneous. 

    


    11.1    No
      provision
      of this Agreement shall be modified, waived or discharged unless the
      modification, waiver or discharge is agreed to in writing and signed by the
      Employee and by an authorized officer of DIDC (other than the Employee). No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party shall be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time.

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    11.2    No
      other
      agreements, representations or understandings (whether oral or written) which
      are not expressly set forth in this Agreement have been made or entered into
      by
      either party with respect to the subject matter of this Agreement. This
      Agreement and the Confidentiality Agreement contain the entire understanding
      of
      the parties with respect to the subject matter hereof.

    


    11.3    Governing
      Law. This Agreement shall be construed in accordance with the laws of Hong
      Kong
      (except provisions governing the choice of law).

    


    11.4    Arbitration.
      Any dispute or claim arising out of or in connection with this Agreement will
      be
      finally settled by binding arbitration in Hong Kong in accordance with the
      rules
      of the Hong Kong International Arbitration Center by one arbitrator appointed
      in
      accordance with said rules. Employee and DIDC shall split the cost of the
      arbitration filing and hearing fees and the cost of the arbitrator. The
      arbitrator will award attorneys fees to the prevailing party. The arbitrator
      shall apply the laws of Hong Kong, without reference to rules of conflicts
      of
      law or rules of statutory arbitration, to the resolution of any dispute.
      Judgment on the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. Notwithstanding the foregoing, the parties may
      apply to any court of competent jurisdiction for preliminary or interim
      equitable relief, or to compel arbitration in accordance with this paragraph,
      without breach of this arbitration provision. This Section 11.4 shall not apply
      to any dispute or claim relating to the Confidentiality Agreement.

    


    11.5    The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

    


    11.6    This
      Agreement and all rights and obligations of the Employee hereunder are personal
      to the Employee and may not be transferred or assigned by the Employee at any
      time. DIDC may assign its rights under this Agreement to any entity that assumes
      the DIDC’s obligations hereunder in connection with any sale or transfer of all
      or a substantial portion of the DIDC’s assets to such entity.

    


    11.7    The
      headings
      of the paragraphs contained in this Agreement are for reference purposes only
      and shall not in any way affect the meaning or interpretation of any provision
      of this Agreement.

    


    11.8    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    [SIGNATURE
      PAGE TO FOLLOW]

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    


    "DIDC"

    Diguang
      International Development Co., Ltd.

    


    


    


    By: 
      /s/
      Song
      Yi 
      
        

      

    

    Song
      Yi

    Chief
      Executive Officer

    


    


    "EMPLOYEE"

    Keith
      Hor


    


    


    /s/
      Keith
      Hor

    
      
        
        

      

      
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    EXHIBIT
      A

    


    RESPONSIBILITIES
      OF CHIEF FINANCIAL OFFICER

    


    


    
      	1)	
              Ensure
                the completeness, timeliness and accuracy of the information disclosure
                of
                DIDC and its subsidiaries as well as give explanations on the information
                regarding the business operation.

            


    

     

    
      	2)	
              Undertake
                the forecasting and analysis of DIDC’s overall economic efficiency;
                furnish timely reports on the status of financial targets, e.g.,
                profit
                earnings, to chief executive officer and chief operating officer;
                and
                review profit distribution and loss remedy
                plans.

            


    

     

    
      	3)	
              Prepare
                and review quarterly, interim and annual
                reports.

            


    

     

    
      	4)	
              Review
                stock issuance and stock option plan of
                DIDC.

            


    

     

    
      	5)	
              Review
                annual financial budget, audit report and final accounts of
                DIDC.

            


    

     

    
      	6)	
              Provide
                reasonable proposals on and participate in the strategizing and execution
                of DIDC’s operation, including but not limited to capital operation,
                securities, financing and merger & acquisition as well as be
                responsible for the cash management and arrangement within or outside
                DIDC.

            


    

     

    
      	7)	
              Be
                responsible for the tax planning scheme for DIDC and its subsidiaries
                and
                deal with the tax-related issues.

            


    

     

    
      	8)	
              Lead
                the internal financial accounting and management of DIDC and supervise
                and
                improve the internal accounting management system; and liaise with
                and
                manage relationship with Audit Committee and external
                auditors.

            


    

     

    
      	9)	
              Organize
                the relevant divisions in DIDC to conduct economic analysis for the
                purpose of reducing the cost and expenditure and increasing income;
                prepare and review cost-control measures and supervise the implementation
                of the same.

            


    

     

    
      	10)	
              Participate
                in strategic development plans and the negotiation and execution
                of
                material contracts.

            


    

     

    
      	11)	
              Undertake
                compliance review according to the financial regulations, policies
                and
                board resolutions.

            


    

     

    
      	12)	
              Collect
                and classify information relevant to corporate management/financial
                data
                release and internal control of DIDC and deliver such information
                to the
                relevant personnel.

            


    

     

    
      	13)	
              Manage
                DIDC’s relationships with the financial and investment community and
                furnish timely reports regarding the same to chief executive
                officer.

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      B

    CONFIDENTIALITY
      AGREEMENT

    


    DIGUANG
      INTERNATIONAL DEVELOPMENT CO., LTD.

     

    CONFIDENTIAL
      INFORMATION AND

    INVENTION
      ASSIGNMENT AGREEMENT

     

    


    As
      a
      condition of my becoming employed by Diguang International Development Co.,
      Ltd.
      ("DIDC" or the “Company”), a Nevada corporation, and in consideration of my
      employment with DIDC and my receipt of the compensation now and hereafter paid
      to me by DIDC, I agree to the following:

     

    1.    Employment
      . I understand and acknowledge that this Agreement does not alter, amend or
      expand upon any rights I may have to continue in the employ of, or in the
      duration of my employment with, DIDC under any existing agreements between
      DIDC
      and me or under applicable law. Any employment relationship between DIDC and
      me,
      whether commenced prior to or upon the date of this Agreement, shall be referred
      to herein as the “Relationship.”

     

    2.    Duties.
      I
      will perform for DIDC and its subsidiaries (collectively, “DIDC Entities”) such
      duties as may be designated by DIDC from time to time. During the Relationship,
      I will devote my best efforts to the interests of the DIDC Entities and will
      not
      engage in other employment or in any activities detrimental to the best
      interests of the DIDC Entities without the prior written consent of
      DIDC.

     

    3.    At-Will
      Relationship. I understand and acknowledge that my Relationship with DIDC is
      at-will, as defined under applicable law, meaning that either I or DIDC may
      terminate the Relationship at any time for any reason or no reason, without
      further obligation or liability.

     

    4.    Confidential
      Information.

     

    (a)    Company
      Information. I agree at all times during the term of my Relationship with DIDC
      and thereafter, to hold in strictest confidence, and not to use, except for
      the
      benefit of DIDC to the extent necessary to perform my obligations to DIDC under
      the Relationship, or to disclose to any person, firm, corporation or other
      entity without written authorization of the Board of Directors of DIDC, any
      Confidential Information of the DIDC Entities which I obtain or create. I
      further agree not to make copies of such Confidential Information except as
      authorized by DIDC. I understand that “Confidential Information” means any
      Company proprietary information, technical data, trade secrets or know-how,
      including, but not limited to, research, product plans, products, services,
      suppliers, customer lists and customers (including, but not limited to,
      customers of the DIDC Entities on whom I called or with whom I became acquainted
      during the Relationship), prices and costs, markets, software, developments,
      inventions, laboratory notebooks, processes, formulas, technology, designs,
      drawings, engineering, hardware configuration information, marketing, licenses,
      finances, budgets or other business information disclosed to me by any of the
      DIDC Entities either directly or indirectly in writing, orally or by drawings
      or
      observation of parts or equipment or created by me during the

    
      
        
        

      

      
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    period
      of
      the Relationship, whether or not during working hours. I understand that
      Confidential Information includes, but is not limited to, information pertaining
      to any aspect of the DIDC Entities’ business which is either information not
      known by actual or potential competitors of the DIDC Entities or other third
      parties not under confidentiality obligations to the DIDC Entities, or is
      otherwise proprietary information of the DIDC Entities or their respective
      customers or suppliers, whether of a technical nature or otherwise. I further
      understand that Confidential Information does not include any of the foregoing
      items, which has become publicly and widely known and made generally available
      through no wrongful act of mine or of others who were under confidentiality
      obligations as to the item or items involved.

     

    (b)    Prior
      Obligations. I represent that my performance of all terms of this Agreement
      as
      an employee of DIDC has not breached and will not breach any agreement to keep
      in confidence proprietary information, knowledge or data acquired by me prior
      or
      subsequent to the commencement of my Relationship with DIDC, and I will not
      disclose to the DIDC Entities or use any inventions, confidential or non-public
      proprietary information or material belonging to any current or former client
      or
      employer or any other party. I will not induce the DIDC Entities to use any
      inventions, confidential or non-public proprietary information, or material
      belonging to any current or former client or employer or any other party.


     

    (c)    Third
      Party Information. I recognize that the DIDC Entities have received and in
      the
      future will receive confidential or proprietary information from third parties
      subject to a duty on the DIDC Entities’ part to maintain the confidentiality of
      such information and to use it only for certain limited purposes. I agree to
      hold all such confidential or proprietary information in the strictest
      confidence and not to disclose it to any person, firm or corporation or to
      use
      it except as necessary in carrying out my work for the DIDC Entities consistent
      with the DIDC Entities’ agreement with such third party.

     

    5.    Inventions.

     

    (a)    Inventions
      Retained and Licensed. I have attached hereto, as Exhibit (I), a list describing
      with particularity all inventions, original works of authorship, developments,
      improvements, and trade secrets which were made by me prior to the commencement
      of the Relationship (collectively referred to as “Prior Inventions”), which
      belong solely to me or belong to me jointly with another, which relate in any
      way to any of the DIDC Entities’ proposed businesses, products or research and
      development, and which are not assigned to DIDC hereunder; or, if no such list
      is attached, I represent that there are no such Prior Inventions. If, in the
      course of my Relationship with DIDC, I incorporate into a the DIDC Entity
      product, process or machine a Prior Invention owned by me or in which I have
      an
      interest, DIDC is hereby granted and shall have a non-exclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with the right to sublicense) to
      make, have made, copy, modify, make derivative works of, use, sell and otherwise
      distribute such Prior Invention as part of or in connection with such product,
      process or machine.

     

    (b)    Assignment
      of Inventions. I agree that I will promptly make full written disclosure to
      DIDC, will hold in trust for the sole right and benefit of DIDC, and hereby
      assign to DIDC, or its designee, all my right, title and interest throughout
      the
      world in and to any and all inventions, original works of authorship,
      developments, concepts, know-how, improvements or trade secrets, whether or
      not
      patentable or registrable under copyright or similar laws, which I
      may

    
      
        
        

      

      
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    solely
      or
      jointly conceive or develop or reduce to practice, or cause to be conceived
      or
      developed or reduced to practice, during the period of my Relationship with
      DIDC
      (collectively referred to as “Inventions”). I further acknowledge that all
      Inventions which are made by me (solely or jointly with others) within the
      scope
      of and during the period of my Relationship with DIDC are “works made for hire”
(to the greatest extent permitted by applicable law) and are compensated by
      my
      salary (if I am an employee), unless regulated otherwise by the mandatory law
      of
      the State of California.

     

    (c)    Maintenance
      of Records. I agree to keep and maintain adequate and current written records
      of
      all Inventions made by me (solely or jointly with others) during the term of
      my
      Relationship with DIDC. The records may be in the form of notes, sketches,
      drawings, flow charts, electronic data or recordings, laboratory notebooks,
      and
      any other format. The records will be available to and remain the sole property
      of DIDC at all times. I agree not to remove such records from DIDC’s place of
      business except as expressly permitted by Company policy which may, from time
      to
      time, be revised at the sole election of DIDC for the purpose of furthering
      DIDC’s business. I agree to return all such records (including any copies
      thereof) to DIDC at the time of termination of my Relationship with DIDC as
      provided for in Section 6.

     

    (d)    Patent
      and Copyright Rights. I agree to assist DIDC, or its designee, at its expense,
      in every proper way to secure DIDC’s, or its designee’s, rights in the
      Inventions and any copyrights, patents, trademarks, mask work rights, moral
      rights, or other intellectual property rights relating thereto in any and all
      countries, including the disclosure to DIDC or its designee of all pertinent
      information and data with respect thereto, the execution of all applications,
      specifications, oaths, assignments, recordations, and all other instruments
      which DIDC or its designee shall deem necessary in order to apply for, obtain,
      maintain and transfer such rights, or if not transferable, waive such rights,
      and in order to assign and convey to DIDC or its designee, and any successors,
      assigns and nominees the sole and exclusive rights, title and interest in and
      to
      such Inventions, and any copyrights, patents, mask work rights or other
      intellectual property rights relating thereto. I further agree that my
      obligation to execute or cause to be executed, when it is in my power to do
      so,
      any such instrument or papers shall continue after the termination of this
      Agreement until the expiration of the last such intellectual property right
      to
      expire in any country of the world. If DIDC or its designee is unable because
      of
      my mental or physical incapacity or unavailability or for any other reason
      to
      secure my signature to apply for or to pursue any application for any United
      States or foreign patents, copyright, mask works or other registrations covering
      Inventions or original works of authorship assigned to DIDC or its designee
      as
      above, then I hereby irrevocably designate and appoint DIDC and its duly
      authorized officers and agents as my agent and attorney in fact, to act for
      and
      in my behalf and stead to execute and file any such applications and to do
      all
      other lawfully permitted acts to further the application for, prosecution,
      issuance, maintenance or transfer of letters patent, copyright or other
      registrations thereon with the same legal force and effect as if originally
      executed by me. I hereby waive and irrevocably quitclaim to DIDC or its designee
      any and all claims, of any nature whatsoever, which I now or hereafter have
      for
      infringement of any and all proprietary rights assigned to DIDC or such
      designee.

     

    6.    Company
      Property; Returning Company Documents. I acknowledge and agree that I have
      no
      expectation of privacy with respect to DIDC’s telecommunications, networking or
      information processing systems (including, without limitation, stored company
      files, e-mail

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    messages
      and voice messages) and that my activity and any files or messages on or using
      any of those systems may be monitored at any time without notice. I further
      agree that any property situated on DIDC’s premises and owned by DIDC, including
      disks and other storage media, filing cabinets or other work areas, is subject
      to inspection by Company personnel at any time with or without notice. I agree
      that, at the time of termination of my Relationship with DIDC, I will deliver
      to
      DIDC (and will not keep in my possession, recreate or deliver to anyone else)
      any and all devices, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, laboratory
      notebooks, materials, flow charts, equipment, other documents or property,
      or
      reproductions of any of the aforementioned items developed by me pursuant to
      the
      Relationship or otherwise belonging to DIDC, its successors or assigns. In
      the
      event of the termination of the Relationship, I agree to sign and deliver the
      “Termination Certification” attached hereto as Exhibit (II); however, my failure
      to sign and deliver the Termination Certificate shall in no way diminish my
      continuing obligations under this Agreement.

     

    7.    Notification
      to Other Parties.

     

    (a)    Employees.
      In the event that I leave the employ of DIDC, I hereby consent to notification
      by DIDC to my new employer about my rights and obligations under this
      Agreement.

     

    (b)    Consultants.
      I hereby grant consent to notification by DIDC to any other parties besides
      DIDC
      with whom I maintain a consulting relationship, including parties with whom
      such
      relationship commences after the effective date of this Agreement, about my
      rights and obligations under this Agreement.

     

    8.    Solicitation
      of Employees, Consultants and Other Parties. I agree that during the term of
      my
      Relationship with DIDC, and for a period of twenty-four (24) months immediately
      following the termination of my Relationship with DIDC for any reason, whether
      with or without cause, I shall not either directly or indirectly solicit,
      induce, recruit or encourage any of the DIDC Entities’ employees or consultants
      to terminate their relationship with such DIDC Entity, or attempt to solicit,
      induce, recruit, encourage or take away employees or consultants of a DIDC
      Entity, either for myself or for any other person or entity. Further, during
      my
      Relationship with DIDC and at any time following termination of my Relationship
      with DIDC for any reason, with or without cause, I shall not use any
      Confidential Information of any DIDC Entity to attempt to negatively influence
      any of the DIDC Entities’ clients or customers from purchasing Company products
      or services or to solicit or influence or attempt to influence any client,
      customer or other person either directly or indirectly, to direct his or its
      purchase of products and/or services to any person, firm, corporation,
      institution or other entity in competition with the business of the DIDC
      Entities.

     

    9.    Representations
      and Covenants.

     

    (a)    Facilitation
      of Agreement. I agree to execute promptly any proper oath or verify any proper
      document required to carry out the terms of this Agreement upon DIDC’s written
      request to do so.

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

       

    

    (b)    Conflicts.
      I represent that my performance of all the terms of this Agreement does not
      and
      will not breach any agreement I have entered into, or will enter into with
      any
      third party, including without limitation any agreement to keep in confidence
      proprietary information acquired by me in confidence or in trust prior to
      commencement of my Relationship with DIDC. I agree not to enter into any written
      or oral agreement that conflicts with the provisions of this
      Agreement.

     

    (c)    Voluntary
      Execution. I certify and acknowledge that I have carefully read all of the
      provisions of this Agreement and that I understand and will fully and faithfully
      comply with such provisions.

     

    10.    General
      Provisions.

     

    (a)    Governing
      Law. The validity, interpretation, construction and performance of this
      Agreement shall be governed by the laws of
      Hong
      Kong (except provisions governing the choice of law).

     

    (b)    Entire
      Agreement. This Agreement sets forth the entire agreement and understanding
      between DIDC and me relating to the subject matter herein and merges all prior
      discussions between us. No modification or amendment to this Agreement, nor
      any
      waiver of any rights under this Agreement, will be effective unless in writing
      signed by both parties. Any subsequent change or changes in my duties,
      obligations, rights or compensation will not affect the validity or scope of
      this Agreement.

     

    (c)    Severability.
      If one or more of the provisions in this Agreement are deemed void by law,
      then
      the remaining provisions will continue in full force and effect.

     

    (d)    Successors
      and Assigns. This Agreement will be binding upon my heirs, executors,
      administrators and other legal representatives, and my successors and assigns,
      and will be for the benefit of DIDC, its successors, and its
      assigns.

     

    (e)    Survival.
      The provisions of this Agreement shall survive the termination of the
      Relationship and the assignment of this Agreement by DIDC to any successor
      in
      interest or other assignee.

     

    (f)    Remedies.
      I acknowledge and agree that violation of this Agreement by me may cause DIDC
      irreparable harm, and therefore agree that DIDC will be entitled to seek
      extraordinary relief in court, including but not limited to temporary
      restraining orders, preliminary injunctions and permanent injunctions without
      the necessity of posting a bond or other security and in addition to and without
      prejudice to any other rights or remedies that DIDC may have for a breach of
      this Agreement.

     

    (g)    ADVICE
      OF
      COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE
      OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ
      AND
      UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
      SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
      PREPARATION HEREOF.

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    The
      parties have executed this Agreement on the respective dates set forth
      below:

    


    

      
        	
                DIDC:

              	
                EMPLOYEE:

              
	 	 
	
                DIGUANG
                  INTERNATIONAL 

              	
                Keith
                  Hor

              
	
                DEVELOPMENT
                  CO., LTD.

              	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
                By:
                  /s/ Song Yi

              	 
	 	 
	
                Name:
                  Song Yi

              	 
	 	
                Signature:
                  /s/ Keith Hor

              
	
                Title:
                  Chief
                  Executive Officer

              	
                 

              
	 	 
	
                Date:
                  March 7, 2007

              	
                Date:
                  March 7, 2007

              
	 	 
	
                Address:
                  8/F, 64 Bldg., 

              	
                Address:
                  Flat
                  37E, Block 5, Vista Paradiso,

              
	
                Jinlong
                  Industry District,

              	
                Ma
                  On Shan, New Territories, Hong Kong 

              
	
                Majialong,
                  Nanshan District,

              	 
	
                Shenzhen,
                  China

              	 


      

    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      (I)

    


    LIST
      OF
      PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

    EXCLUDED
      UNDER SECTION 5

    


    
      	
              Title

            	 	
              Date

            	 	
              Identifying
                Number

              or
                Brief Description

            
	 	 	 	 	 


    

    


    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      (II)

     

    TERMINATION
      CERTIFICATION

     

    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, laboratory notebooks, flow
      charts, materials, equipment, other documents or property, or copies or
      reproductions of any aforementioned items belonging to the Company, its
      subsidiaries, affiliates, successors or assigns (together the
“Company”).

     

    I
      further
      certify that I have complied with all the terms of the Company’s Confidential
      Information and Invention Assignment Agreement signed by me, including the
      reporting of any inventions and original works of authorship (as defined
      therein), conceived or made by me (solely or jointly with others) covered by
      that agreement.

     

    I
      further
      agree that, in compliance with the Confidential Information and Invention
      Assignment Agreement, I will preserve as confidential all trade secrets,
      confidential knowledge, data or other proprietary information relating to
      products, processes, know-how, designs, formulas, developmental or experimental
      work, computer programs, data bases, other original works of authorship,
      customer lists, business plans, financial information or other subject matter
      pertaining to any business of the Company or any of its employees, clients,
      consultants or licensees.

     

    I
      further
      agree that for twenty-four (24) months from the date of this Certificate, I
      shall not either directly or indirectly solicit, induce, recruit or encourage
      any of the Company’s employees or consultants to terminate their relationship
      with the Company, or attempt to solicit, induce, recruit, encourage or take
      away
      employees or consultants of the Company, either for myself or for any other
      person or entity. Further, I shall not at any time use any Confidential
      Information of the Company to negatively influence any of the Company’s clients
      or customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution or other entity in
      competition with the business of the Company.

     

    


     

    Date:     

    
      
        

      

    

    (Employee’s
      Signature)

     

    Keith
      Hor

     (Type/Print
      Employee’s Name)

    
      
        
        

      

      -15-