EX-4.1 EMPLOYMENT AGREEMENT



 





EXHIBIT 4.1




Employment Agreement



The parties to this agreement are LJ International Inc., a British Virgin
Islands Company (the “Company”) and YIH Yu Chuan (the “Executive”). The
Company and the Executive hereby agree as follows :





	1.	 	Employment and Duties
	 
	 	 	The Company shall employ the Executive and the Executive shall serve the
Company as President and Chief Executive Officer of the Company. The
Executive shall use his best efforts to promote the interests of the
Company, and shall perform his duties in relation to the Company and/or
its subsidiaries (collectively “the Group”) faithfully and diligently,
consistent with sound business practices.
	 
	2.	 	Term of Employment
	 
	 	 	The Executive shall be employed by the Company under this Agreement for a
period of three (3) years commencing as of the date of this agreement.
	 
	3.	 	Remuneration and Reimbursement





	 	(A)	 	Subject to Clause 5, the Executive shall receive during the
continuance of the Appointment :





	 	(1)	 	A salary at the rate of HK$1,800,000 per annum
such salary to accrue on a day to day basis (including any sum
receivable by the Executive as director’s fee from any company
in the Group) and to be payable monthly in twelve equal
installments in arrears on the last day of each calendar month
provided that if the Appointment is terminated prior to the
end of a calendar month, the Executive shall only be entitled
to a proportionate part of such salary in respect of the
period of service during the relevant month up to the date of
termination. Such salary shall be adjusted on annual basis at
a rate to be determined by the Board as its absolute
discretion having regard to the operating results of the Group
and the performance of the Executive.
	 
	 	(2)	 	An annual management bonus of a sum to be
determined by the Board at its absolute discretion having
regard to the operating results of the Group and the
performance of the Executive during the relevant financial
year or any proportionate part thereof in which service of the
Executive pursuant to this Agreement is rendered. The
management bonus shall be payable in arrears in respect of
each relevant financial year within one month after the issue
of the consolidated audited accounts of the Group for such
financial year. The amount payable to the Executive shall be
decided by majority decision of the members of




 









 






	 	 	 	the Board present in the meeting called for that purpose
provided that the Executive shall abstain from voting and not
be counted in the quorum in respect of the resolution regarding
the amount so payable to himself.





	 	(B)	 	The Executive shall continue to receive his salary during any
period of absence on medical grounds up to a maximum of 12 weeks in
any period of 12 months provided that the Executive shall if
required supply the Company with medical certificates covering the
period of absence.
	 
	 	(C)	 	The Executive shall be reimbursed all reasonable
out-of-pocket expenses (including expenses of entertainment
subsistence and travelling) incurred by him on the Group’s business
which expenses shall be evidenced in such manner as the Board may
require.
	 
	 	(D)	 	The Executive will be entitled to the benefits of any medical
or provident fund scheme as maybe maintained by the Group from to
time.
	 
	 	(E)	 	The Executive shall be entitled to 12 working days paid
vacation each year.





	4.	 	Other Benefits
	 
	 	 	The Executive shall be entitled, during the continuance of the
Executive’s engagement hereunder, to the use of a motor car and the
Company shall pay all vehicle registration fees, taxes and insurance
premiums in respect of the car and shall pay or reimburse against
receipts all maintenance, repair and other running costs in respect of
the car and the cost of petrol.
	 
	5.	 	Termination of the Appointment





	 	(A)	 	Without prejudice to the accrued rights (if any) or remedies
of either party under or pursuant to this Agreement :
	 
	 	(1)	 	the Executive shall be entitled to terminate the Appointment
by two months’ notice in writing to the Company if any money payable
by the Company to the Executive under or pursuant to this Agreement
is not paid in full by the Company to the Executive within a period
of 30 days from any written demand by the Executive for the payment
thereof;
	 
	 	(2)	 	the Company shall be entitled to terminate the Appointment
without any compensation to the Executive :





	 	(a)	 	by not less than three months’ notice in writing
given at any time while the Executive shall have been
incapacitated or prevented by reason of ill health, injury or
accident from performing his duties hereunder for a period of
or periods aggregating 90 days in the proceeding 12 months
provided that if at any time during the currency of a notice
given pursuant to this sub-paragraph the Executive shall
provide a medical certificate satisfactory to the Board to the
effect that he has fully recovered his physical and/or mental
health and that no recurrence of illness or incapacity can
reasonably be anticipated the Company shall withdraw such
notice; or



 









 











	 	(b)	 	by summary notice in writing if the Executive
shall at any time:





	 	i.	 	commit any serious or persistent breach
of any of the provisions herein contained
(and to the extent that such breach is capable of remedy
shall fail to remedy such breach within 60 days after
within warning given by the Board);
	 
	 	ii.	 	be guilty of any given misconduct or
willful neglect in the discharge of his duties (and to the
extent that such breach is capable of remedy shall fail to
remedy such breach within 60 days after written warning
given by the Board);
	 
	 	iii.	 	become bankrupt or have a receiving order
made against him;
	 
	 	iv.	 	become a lunatic or of unsound mind;
	 
	 	v.	 	absent himself from the meetings of the
Board during a continuous period of three months, without
special leave of absence from the Board, and his alternate
director (if any) shall not during such period have
attended in his stead;
	 
	 	vi.	 	become prohibited by law from acting as a
director;
	 
	 	vii.	 	be guilty of conduct tending to bring
himself or any company in the Group into disrepute;
	 
	 	viii.	 	be prohibited by law from fulfilling his
duties hereunder; or
	 
	 	ix.	 	be convicted of any criminal offence
(other than an offence which in the reasonable opinion of
the Board does not effect his position as a director of
the Company).





	 	(B)	 	If the Company becomes entitled to terminate the Appointment
pursuant to sub-clause (A)(2)(b) it shall be entitled (but without
prejudice to its right subsequently to terminate the Appointment on
the same or any other ground) to suspend the Executive without
payment of salary in full or in part for so long as it may think
fit.
	 
	 	(C)	 	If the Executive shall have refused or failed to agree to
accept without reasonable grounds an appointment offered to him on
terms no less favourable to him than the terms in effects under this
Agreement, either by a company which has acquired or agreed to
acquire the whole or substantially the whole of the undertaking and
assets of the Company or which shall own or has agreed to acquire
the whole or not less than 90% of the issued share capital of the
Company, the Executive shall have no claim against the Company by
reason of the subsequent voluntary winding up of any company in the
Group or of the disclaimer or termination of this Agreement by the
Company within three months after such refusal or failure to agree.
	 
	 	(D)	 	On the termination of the Appointment howsoever arising the Executive
shall :





	 	(1)	 	at any time and from time to time thereafter at
the request of the Company




 









 






	 	 	 	resign from office as a director of
the Company and all offices held by him in any company in the
Group and shall transfer without payment to the Company or as
the Company may direct any qualifying shares provided by it or
any shares held by the Executive as nominee for the Company or
any company in the Group provided by it and the Executive
hereby irrevocable appoints the Company to be his attorney and
in his name and on his behalf to sign and do any documents or
things necessary or
requisite to give effect thereto and a certificate in writing
signed by any director or by the secretary of the Company that
any instrument or act falls within the authority hereby
conferred shall be conclusive evidence that such is the case
and any third party shall be entitled to rely on such
certificate without further enquiry provided however that such
resignation or resignations shall be given and accepted on the
footing that it is or they are without prejudice to any claims
which the Executive may have against any such company or which
any such company may have against the Executive arising out of
this Agreement or of the termination of the appointment; and
	 
	 	(2)	 	forthwith deliver to the Company all books,
documents, papers, materials, credit cards (if any) and other
property of or relating to the business of the Group which may
then be in his possession or under his power or control.





	 	(E)	 	Save as expressly provided herein, neither party may terminate this
Agreement.





	6.	 	Confidentiality
	 
	 	 	The Company shall not, at any time during or after his employment under
this agreement, disclose to any third party, except in the performance of
his duties under this agreement, any confidential information regarding
the Company’s customers, suppliers, trade secrets or business. The
Executive shall return all tangible evidence of such confidential
information to the Company prior to or at the termination of his
employment.
	 
	7.	 	Waiver





	 	(A)	 	Time is of the essence of this Agreement but no failure or
delay on the part of either party to exercise any power, right or
remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by either party of any power, right or
remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy by that party.
	 
	 	(B)	 	The remedies provided herein are cumulative and are not
exclusive of any remedies provided by law.





	8.	 	Former Service Agreements
	 
	 	 	This agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter, supersedes all
existing and former agreements between them with respect to that subject
matter, may not be changed or terminated orally and any amendment or
modification must be in writing and signed by the party to be charged.




 









 






	9.	 	Notices
	 
	 	 	All notices, requests, demands, consents or other communications to or
upon the parties under or pursuant to this Agreement shall be in writing
addressed to the relevant party at such party’s address set out below (or
at such other address as such party may hereafter specify to the other
party) and shall be deemed to have been duly given or made :-





	 	(A)	 	in the case of a communication by letter 48 hours after
despatch or, if such letter is
delivered by hand, on the day of delivery;
	 
	 	(B)	 	in the case of communication by telex or facsimile, when
sent.




The
Company’s address:


Unit 12, 12/F., Block A, Focal Industrial Centre

21 Man Lok Street, Hunghom

Kowloon, HONG KONG



The
Executive’s address:


House No. K80, Stage IV, Marina Cove, Sai Kung

HONG KONG




	10.	 	Assignability
	 
	 	 	This Agreement shall be binding upon and ensure to the benefit of each
party hereto and its successors and assigns and personal representatives
(as the case may be), provided always that the Executive may not assign
his obligations and liabilities under this Agreement without the prior
written consent of the Company.
	 
	11.	 	Relationship
	 
	 	 	None of the provisions of this Agreement shall be deemed to constitute a
partnership or joint venture between the parties for any purpose.




 









 






	12.	 	Amendment
	 
	 	 	This Agreement may not be amended, supplemented or modified except by a
written agreement or instrument signed by or on behalf of the parties
hereto.
	 
	13.	 	Severability
	 
	 	 	Any provision of this Agreement prohibited by or unlawful or
unenforceable under any applicable law actually applied by any court of
competent jurisdiction shall, to the extent required by such law, be
severed from this Agreement and rendered ineffective so far as is
possible without modifying the remaining provisions of this Agreement.
Where, however, the provisions of any such applicable law may be waived,
they are hereby waived by the parties to the full extent permitted by
such law to the end that this Agreement shall be a valid and binding
agreement enforceable in accordance with its terms.
	 
	14.	 	Law and Jurisdiction
	 
	 	 	This Agreement shall be governed and construed in all respects in
accordance with the laws of Hong Kong and the parties hereby submit to
the non-exclusive jurisdiction of the courts of Hong Kong.



IN WITNESS whereof this Agreement has been duly executed the 1st day of
October, 2003.



Signed by




	 	 	 
	

	 	

	LJ International Inc.

	 	YIH Yu Chuan