Exhibit 4.7






STERN
EMPLOYMENT AGREEMENT




THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made
as of January 15, 2010, between DAL Group, LLC, a Delaware limited liability
company (“DAL”), DJS
Processing, LLC, a Delaware limited liability company (“Processing”, and
collectively with DAL, the “Companies,” or
individually, a “Company”), Chardan
2008 China Acquisition Corp. (“Chardan”), and David
J. Stern (“Executive”).




In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




1.  Employment.  Chardan
and the Companies shall each employ Executive, and Executive hereby accepts
employment with each of Chardan and the Companies, upon the terms and conditions
set forth in this Agreement, for the period beginning on the date of this
Agreement and ending as provided in Section 5 of this Agreement (the “Employment
Period”).




2.  Defined
Terms.




(a)  An “Affiliate” is a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
specified.




(b)  “Base Salary” is
defined in Section 4(a).




(c)  “Base Salary Severance
Benefit” is defined in Section 6(a).




(d)  “Base Salary Severance 409A
Cap” means two (2) times the lesser of: (I) the maximum dollar amount
that may be taken into account under a qualified plan pursuant to Code Section
401(a)(17) for the year in which Executive’s employment is terminated or (II)
the sum of Executive’s annualized compensation based upon the annual rate of pay
for services to the Companies and Chardan for the taxable year prior to the
taxable year in which Executive’s termination occurs (adjusted for any increase
during that year that was expected to continue indefinitely if Executive’s
employment had not terminated).




(e)  The
“Boards” means,
collectively, the Board of Managers of DAL and Chardan’s Board of Directors, and
each are individually referred to in this Agreement as a “Board.”




(f)  “Cause” means the
occurrence of any of the following events, as determined by both Boards in good
faith:










(g)  Executive’s
theft, material act of dishonesty or fraud, or intentional falsification of any
records of Chardan, any Company or their Affiliates;





(i)  Executive’s
material breach of (A) this Agreement or any of the Companies’ written policies
applicable to Executive; (B) the Confidentiality Agreement; (C) any other
agreement with Chardan, any Company or their Affiliates (1) covering the use or
disclosure of confidential or proprietary information of Chardan or the
Companies or their Affiliates, customers or clients, (2) covering ownership of
intellectual property or restrictions on competition or (3) regarding
solicitation of employees or agents; in each case, after written notice is
delivered identifying the breach, and such breach is not cured within thirty
(30) days following receipt of such notice;




(ii)  Executive’s
fraudulent activities, gross negligence or willful misconduct in the performance
of Executive’s assigned duties (but not mere unsatisfactory
performance);




(iii)  Executive’s
conviction (including plea of guilty or nolo contendere) of a crime
involving (A) imprisonment or (B)  theft, dishonesty, fraud or moral
turpitude;




(iv)  Executive
terminates his position or employment at one or more of Chardan or the
Companies, but not all such entities, except if otherwise agreed by the Boards
or required by applicable law, including, but not limited to, the Rules
Regulating the Florida Bar; or




(v)  Processing
terminates the Services Agreement between Processing and DJS, as a result of a
material breach of the Services Agreement by DJS.




(h)  “Change in
Control”  shall be deemed to have occurred upon the occurrence
of any of the following events:




(i)  A merger
involving Chardan in which Chardan is not the surviving company if, following
the merger, the shareholders of Chardan immediately prior to the merger do not
own more than fifty percent (50%) of the total voting power of the surviving
company;




(ii)  A share
exchange in which the shareholders of Chardan exchange their shares in Chardan
for shares of another corporation, provided, that such share exchange shall
result in the exchange of more than fifty percent (50%) of the total fair market
value or total voting power of Chardan shares outstanding before such share
exchange for shares of another corporation, if, following the share exchange,
the shareholders of Chardan immediately prior to the share exchange do not own
more than fifty percent (50%) of the total voting power of such other
corporation following the share exchange;




(iii)  A sale of
all or substantially all of the assets of Chardan, except to an Affiliate, in
which case the Affiliate shall thereafter be deemed to be a Company for purposes
of the definition of “Change in Control,” and except if, following the sale, the
shareholders of Chardan immediately prior to the sale own more than fifty
percent (50%) of the voting power, directly or indirectly, of the acquiring
company;




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(iv)  Any
person or group of persons (as defined in Section 13(d) of the Securities
Exchange Act of 1934, as amended) (other than Executive or any Affiliate of
Executive or any employee benefit plan or employee benefit trust benefiting the
employees of the Company) becoming a beneficial owner, directly or indirectly,
of securities of Chardan representing more than fifty percent (50%) of either
the total fair market value of Chardan’s securities, or the combined voting
power of Chardan’s then outstanding voting securities;




(v)  A merger
or share exchange involving either of the Companies, if (a) following the
transaction, the Company is no longer an Affiliate of Chardan and (b) following
the transaction, the shareholders of Chardan immediately prior to the merger or
share exchange do not own more than fifty percent (50%) of the total voting
power, directly or indirectly, of the surviving or acquiring
company;




(vi)  A sale by
the Companies of all or substantially all of their assets, except to an
Affiliate, in which case the Affiliate shall thereafter be deemed to be a
Company for purposes of the definition of “Change in Control”, if, following the
sale, the shareholders of Chardan immediately prior to the sale do not own more
than fifty percent (50%) of the total voting power, directly or indirectly, of
the acquiring company; or




(vii)  Either
Company is no longer an Affiliate of Chardan, if, following the applicable
transaction, the shareholders of Chardan immediately prior to the transaction do
not own more than fifty percent (50%) of the total voting power of the company
that owns such entity.




Notwithstanding
any other provision in this Agreement, to the extent that any payment subject to
Code Section 409A is payable upon a Change in Control, an event shall not be
considered to be a Change in Control under this Agreement with respect to such
payment unless such event is also a “change in ownership,” a “change in
effective control” or a “change in the ownership of a substantial portion of the
assets” of either Company or Chardan, in each case, within the meaning of Code
Section 409A.




(i)  “Chardan” is defined
in the preamble.




(j)  “Code” means the
Internal Revenue Code of 1986, as amended.




(k)  “Code Section 409A”
means Code Section 409A and the guidance issued thereunder.




(l)  “Code Section 457A”
means Code Section 457A and the guidance issued thereunder.




(m)  “Company” and “Companies” are
defined in the preamble.




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(n)  “Confidentiality
Agreement” means that certain Confidentiality and Noncompetition
Agreement among Executive, DJSP, Processing and Chardan, dated as of the date of
this Agreement.




(o)  “DAL” is defined in
the preamble.




(p)  “Disability” means
Executive’s substantial inability to perform Executive’s duties for such period
as would qualify Executive for benefits under the long-term disability insurance
policy provided to Executive by DJS or one of the Companies or, if no such
policy is provided, Executive’s disability which prevents Executive from
performing, with or without a reasonable accommodation, substantially all of the
duties assigned to Executive for a continuous period exceeding six (6)
months.  The determination of Disability shall be made by a medical
board-certified physician mutually acceptable to Chardan, the Companies and
Executive (or Executive’s legal representative, if one has been appointed), and
if the parties cannot mutually agree to the selection of a physician, then each
party shall select such a physician and the two physicians so selected shall
select a third physician who shall make such determination.




(q)  “DJS” is defined as
the Law Offices of David J. Stern, P.A.




(r)  “Employee Benefit Plan
Payment” is defined as benefits, if any, due to Executive or Executive’s
estate, surviving dependents or designated beneficiaries under the employee
benefit plans and programs and compensation plans and programs (excluding this
Agreement) maintained for the benefit of the officers and employees of the
Companies or Chardan in which Executive participated at Executive’s termination
date, to be paid at the same time and on the terms and conditions applicable
under the relevant plan; provided, that Executive shall not accrue any
additional benefit under any such employee benefit plans and programs and
compensation plans and programs maintained by the Company and Chardan following
the date of Executive’s termination of employment.




(s)  “Employment Period” is
defined in Section 1.




(t)  “Executive” is defined
in the preamble.




(u)  “Good
Reason”  means the occurrence of any of the following events
without Executive’s written consent, if Executive terminates employment within
thirty (30) days following the end of Chardan and the Companies’ cure period set
forth in, and subject to the requirements of, Section 6(b) of this
Agreement:




(i)  material
diminution in Executive’s position, duties, responsibilities or status with
Chardan and the Companies (except as provided in the DAL Amended and Restated
Limited Liability Company Agreement), in each case after written notice is
delivered identifying the breach;




(ii)  any
diminution in Executive’s Base Salary then in effect, which reduces such Base
Salary by five percent (5%) or more, unless a greater reduction is required by
Code Section 409A to constitute an “involuntary separation from service” or
unless such reduction occurs in connection, and on a proportionate basis, with a
general decrease in executive compensation at Chardan and the Companies, but in
no event may the total reductions in Base Salary be twenty-five percent (25%) or
more of the highest level of Base Salary in effect during the term of this
Agreement without triggering this provision; or




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(iii)  Chardan
and the Companies’ material breach of any provision in this Agreement after
written notice is delivered identifying the breach.




(v)  “Good Reason Notice”
is defined in Section 6(b).




(w)  “Release” is defined
in Section 6(a).




(x)  “Partial Termination”
means termination of Executive’s position or employment by one or more of
Chardan or the Companies, other than a termination of Executive’s position or
employment by all of Chardan and the Companies.




(y)  “Processing” is
defined in the preamble.




(z)  “Severance Benefit” is
defined in Section 6(a)




(aa)  “Severance Period” is
defined in Section 6(a).




3.  Position and
Duties.




(a)  During
the Employment Period, Executive shall serve as Chairman of the Board, if
approved by the Boards, and the President of each of DAL, Processing, and
Chardan and shall have the normal duties, responsibilities, functions and
authority of the president and chief executive officer of a company incorporated
under the laws of Delaware and as set forth in the organizational documents of
Chardan and each Company, and such other duties, responsibilities, functions and
authority as the Boards of such entities may direct.




(b)  Executive
shall report to the Boards.  Executive shall allocate his business
time and attention relating to the Companies, Chardan and DJS among such
companies as he may determine in his reasonable business judgment.




(c)  During
the Employment Period, Executive shall be responsible for directing Processing’s
performance of its obligations under that certain Services Agreement with DJS,
including, but not limited to, having authority to direct Processing to
establish internal policies and procedures designed to provide reasonable
assurance that Processing’s employees (i) act in a way compatible with the Rules
Regulating the Florida Bar; (ii) work under the direction and supervision of an
attorney for work requiring such direction and supervision; (iii) maintain the
confidentiality of the confidential and privileged information of DJS’ clients;
and (iv) perform services in accordance with the requirements of the
Services Agreement.  In the event that DJS provides notice of a
default by Processing under the Services Agreement, the Board of Processing may
appoint a Committee of independent members of the Board of Processing to direct
Processing’s activities in response to such notice and suspend Executive’s
responsibilities relating thereto pending the resolution of such
default.




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(d)  Chardan
and the Companies shall not relocate Executive’s principal place of employment
more than fifty (50) miles from Executive’s then current place of employment,
unless approved by Executive or unless the relocation is in connection with a
change in the Companies’ offices recommended by Executive.





4.  Compensation and
Benefits.




(a)  Commencing
on the date of this Agreement and throughout the Employment Period, Executive’s
aggregate base salary shall be four hundred thirty-one thousand five hundred
dollars ($431,500) per annum and shall be reviewed annually for discretionary
adjustment, if any, by the Compensation Committee of the Board of Chardan (as
modified from time to time, the “Base
Salary”).  The Base Salary shall be payable to Executive by
Processing in regular installments in accordance with Processing’s general
payroll practices (in effect from time to time).




(b)  During
the Employment Period, Executive shall not be entitled to participate in
employee benefit programs for which executives of Chardan, DAL, or Processing
are generally eligible, except as otherwise determined by the Board of
Chardan.




(c)  During
the Employment Period, Chardan, DAL and Processing shall reimburse Executive for
all reasonable business expenses incurred by him in the course of performing his
duties and responsibilities under this Agreement which are consistent with
Chardan’s, DAL’s and Processing’s policies in effect from time to time with
respect to travel, entertainment and other business expenses, subject to
Chardan’s, DAL’s and Processing’s requirements with respect to reporting and
documentation of such expenses.  Executive shall submit requests for
reimbursement under this Section 4(c) within sixty (60) days after incurring an
expense permitted under this Section 4(c) and, to the extent that such expense
is determined to be a reasonable business expense under this Section 4(c) by the
employer from who Executive is seeking reimbursement, Executive shall be
reimbursed within sixty (60) days following Executive submitting such
expense.




(d)  During
the Employment Period, Executive shall be eligible to receive bonuses, as
determined by the Board of Chardan in its sole discretion, payable at the time
set forth in the applicable bonus program but no later than the fifteenth
(15th) day
of the third (3rd)
month following the year in which the bonus is no longer subject to a
“substantial risk of forfeiture” (as defined under Code Section 409A); provided
that in no event may Executive’s bonus be greater than 100% of Executive’s base
salary.  Any bonus shall be limited to amounts which constitute
“performance-based compensation” under Code Section 162(m) and which are fully
deductible by the Company.




(e)  From the
date hereof until the first anniversary of this Agreement, and for every
one-year period thereafter during the Employment Period, Executive shall be
entitled to take reasonable vacation time, but in no event less than the amount
of time allowed to other Company executives, and paid time off (“PTO”) in accordance
with Company policy in effect from time to time, with no carryover of unused
vacation time from one year to the next.  All vacation and PTO are
accrued and available for use in accordance with applicable Company
policy.




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(f)  In
addition to the Base Salary, Executive shall be eligible to participate in
Chardan’s equity incentive plans as determined by Chardan and DAL’s Board from
time to time.  Grants under such equity incentive plans shall be
governed by separate form agreements applicable to all participants in those
plans.




5.  Term.




(a)  The
Employment Period shall begin on the date of this Agreement and end on January
15, 2015, subject to earlier termination (i) by reason of Executive’s death or
Disability, (ii) by Chardan and both Companies at any time for Cause, (iii) by
Chardan and both Companies at any time without Cause, or (iv) by Executive for
Good Reason, and in the case of (iv) pursuant to written notice to Chardan and
each Company.




In the
event that Executive terminates this Agreement without Good Reason during any
portion of the Employment Period during which a majority of the members of the
Chardan Board of Directors consist of persons designated or nominated by
Executive or his Affiliates (or Executive has been provided the opportunity to
designate or nominate a majority of the members of the Chardan Board of
Directors and has declined to do so), except a termination resulting from
Executive’s death or disability or as required by applicable law, including, but
not limited to, the Rules Regulating the Florida Bar, Executive shall be liable
for any resulting damages to Chardan and the Companies, up to an amount equal to
the greater of (i) the value as of the date of this Agreement of one half of (A)
the DAL Common Units acquired by Executive or his Affiliates and (B) the DAL
Common Units received upon the conversion of each tranche of the Series B
Preferred Units acquired by Executive or his Affiliates and (ii) thirteen
million five hundred thousand dollars ($13,500,000.00).  If Executive
has terminated his employment resulting in damages as provided in the prior
sentence, any such damage award owed by Executive to Chardan or the Companies
must first be collected from Chardan Ordinary Shares or DAL Common Units held by
Executive or, at Executive’s option, cash, or a combination
thereof.  For purposes of this Section 5(a), each Chardan Ordinary
Share and DAL Common Unit shall be valued at Market Price (as defined in the
Amended and Restated Limited Liability Company Agreement of DAL and, as to a DAL
Common Unit, shall be the Market Value of a Chardan Ordinary Share) on the
Closing Date.




(b)  The
Employment Period shall not end as a result of a Partial Termination; provided,
however, that if a Partial Termination occurs, Executive shall be permitted to
terminate his employment with the remaining entities.  Executive’s
voluntary termination of his position or employment with any one of Chardan or
the Companies without a simultaneous termination of Executive’s position or
employment at each of Chardan and the Companies, except if otherwise agreed by
the Boards or required by applicable law, including, but not limited to, the
Rules Regulating the Florida Bar, shall be grounds for a for Cause termination
of Executive’s employment.




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6.  Severance
Benefit.




(a)  Termination of Employment
Period without Cause or for Good Reason.  If the Employment
Period is terminated by Executive for Good Reason or by Chardan and the
Companies for any reason other than death, Disability or Cause, provided in each
case that such termination constitutes a “separation from service” as defined in
Code Section 409A, and upon Executive’s execution (without revocation) and
delivery to Chardan and the Companies of a release (in the form attached hereto
as Exhibit I)
(the “Release”)
within twenty-one (21) days following the date of Executive’s termination of
employment, Executive shall be entitled to receive from Processing:




(i)  earned
but unpaid Base Salary through the date of Executive’s termination payable in
accordance with normal payroll practices but in no event commencing later than
thirty (30) days following the date of Executive’s termination of
employment;




(ii)  continuation
of Executive’s current Base Salary, as in effect at the time of termination,
payable in the same manner and in accordance with existing payroll practices as
Executive’s Base Salary was paid prior to Executive’s termination of employment,
beginning as soon as possible after the effective date of the Release, but no
later than thirty (30) days following the date of Executive’s termination of
employment, for a period of three (3) years following the termination date (the
“Severance
Period”) (the benefit provided for under this Section 6(a)(ii) shall be
referred to as the “Base Salary Severance
Benefit”); provided, that if Executive is a “specified employee” (as
defined under Code Section 409A) on the date of Executive’s termination of
employment, such Base Salary Severance Benefit shall be bifurcated to the extent
necessary to provide Executive with the following: (A) for payments of Base
Salary Severance occurring during the first six (6) months following Executive’s
termination date, an aggregate payment not to exceed the Base Salary Severance
409A Cap and (B) to the extent Executive’s Base Salary Severance Benefit is
limited by operation of the Base Salary Severance 409A Cap, any amounts of the
Base Salary Severance Benefit limited by operation of the Base Salary Severance
409A Cap shall be paid pursuant to Section 6(e) of this
Agreement.  The payment of the amount of the Base Salary Severance
Benefit which does not exceed the Base Salary Severance 409A Cap is intended to
be made pursuant to a “separation pay plan due to involuntary separation from
service” pursuant to Treas. Reg. Section 1.409A-1(b)(9)(iii);




(iii)  payment
of all accrued, but unused, vacation days, payable in a lump sum payment no
later than the thirtieth (30th) day following the termination date;




(iv)  provided
that such payment shall constitute “performance-based compensation” under Code
Section 162(m), payment of the bonus Executive would have been entitled to in
the year Executive’s employment is terminated, if as of Executive’s termination
date the applicable performance goals had already been met, payable at the time
set forth in the applicable bonus program but no later than the fifteenth
(15th) day
of the third (3rd)
month following the year in which Executive’s employment is terminated;
and




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(v)  any
Employee Benefit Plan Payment.




The
payments and benefits under Sections 6(a)(ii), (iii) and (iv) of this Agreement
shall be referred to as the “Severance
Benefit.”




(b)  Termination of Employment
Period for Good Reason.  If Executive believes that Executive
has grounds for termination for Good Reason, Executive shall provide written
notice of the existence of the condition constituting Good Reason to Chardan and
each Company within ninety (90) days of the date that the condition arises (the
“Good Reason
Notice”) and shall provide Chardan, DAL or Processing, as the case may
be, with a period of not less than thirty (30) days in which to cure the
condition and during such cure period Processing shall not be required to pay
the Severance Benefit associated with a termination for Good
Reason.  The submission of such written notification by Executive
shall not constitute Cause for Chardan or either Company to terminate
Executive.




(c)  Termination of Employment
Period for Cause or by Executive Without Good Reason.  If the
Employment Period is terminated by Chardan and the Companies for Cause, or by
Executive’s voluntary termination of employment (other than a termination for
Good Reason), Executive shall receive the following from Processing: (i) earned
but unpaid Base Salary through the date of Executive’s termination of employment
payable in accordance with normal payroll practices but in no event commencing
later than thirty (30) days following the date of Executive’s termination of
employment, (ii) accrued but, unused vacation, days payable in a lump sum no
later than the thirtieth (30th) day following the termination date and (iii) any
Employee Benefit Plan Payment.




(d)  Termination of Employment
Period – Death or Disability. If the Employment Period is terminated due
to Executive’s death or Disability, Executive (or, if applicable, his estate or
representative) shall receive the following from Processing: (i) earned but
unpaid Base Salary through the date of Executive’s termination payable in
accordance with normal payroll practices but in no event later than thirty (30)
days following the date of Executive’s termination of employment, (ii) payment
for all accrued but unused vacation days, payable in a lump sum no later than
the thirtieth (30th) day
following the termination date, and (iii) any Employee Benefit Plan
Payment.




(e)  Special 6-Month Delay Rule
for Severance Benefit.  Notwithstanding the foregoing, if at
the time of termination Executive constitutes a “specified employee” (as defined
under Code Section 409A), commencing on the date that Executive is terminated,
in connection with the Severance Benefit, Executive shall receive from
Processing: (i) the amount not in excess of the Base Salary Severance 409A Cap
and the benefits that are excepted from compliance with Code Section 409A
according to the terms of this Agreement or other plans or arrangements covering
such





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 payments
and (ii) the remaining payments in excess of the Base Salary Severance 409A Cap
and the benefits not excepted from Code Section 409A shall be suspended for a
six-month period beginning on the date of Executive’s termination of employment
and paid by Processing in a lump sum payment upon the earlier of (A) the first
day of the seventh (7th)
month following Executive’s termination of employment or (B) the date of
Executive’s death, with any remaining payments occurring on their regularly
scheduled payment dates.  Any payments, including amounts suspended
under Code Section 409A, made later than ten (10) days following the date of
Executive’s termination (or applicable due date under this Section 6) for
whatever reason, shall include interest at a then reasonable money market rate,
which shall begin accruing on the tenth (10th) day
following the date of Executive’s termination (or applicable due date under this
Section 6).




(f)  If the
Employment Period is terminated within two (2) years following a Change in
Control, or if a Change in Control occurs before the payment of the full
Severance Benefit has been made, any then remaining unpaid Severance Benefit
shall be accelerated and be paid to Executive by Processing in a lump sum within
ninety (90) days following the Change in Control.




7.  No Mitigation or Duty to
Seek Reemployment.  Executive shall be under no duty or
obligation to seek or accept other employment after termination and shall not be
required to mitigate the amount of any payments provided for by this Agreement
by seeking employment or otherwise.  The Severance Benefit shall not
be reduced or suspended if Executive accepts other employment.




8.  Survival.  Sections
6 through 22 (other than Sections 16 and 19) shall survive and continue in full
force and effect in accordance with their terms notwithstanding the termination
of the Employment Period.




9.  Severability.  If
any one or more of the terms, provisions, promises, covenants or conditions of
this Agreement or the application thereof to any person or circumstance shall be
adjudged to any extent invalid, unenforceable, void or voidable for any reason
whatsoever by a court of competent jurisdiction or an arbitration tribunal, such
provision shall be as narrowly construed as possible, and each and all of the
remaining terms, provisions, promises, covenants and conditions of this
Agreement or their application to other persons or circumstances will not be
affected thereby and shall be valid and enforceable to the fullest extent
permitted by law.  To the extent this Agreement is in violation of any
applicable laws, the parties shall negotiate in good faith to amend this
Agreement, to the extent possible consistent with its purposes, to conform to
applicable laws.  None of the parties to this Agreement shall claim or
assert illegality as a defense to the enforcement of this Agreement or any
provision hereof.




10.  Complete
Agreement.  This Agreement, those documents expressly referred
to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.




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11.  Enforcement.  In
the event any party to this Agreement resorts to legal action to enforce or
interpret any provision of this Agreement, the prevailing party will be entitled
to recover the costs and expenses of such action so incurred, including
reasonable attorney’s fees.




12.  Effectiveness.  The
parties may execute this Agreement in separate counterparts, each of which shall
be deemed an original and all of which together will constitute one and the same
instrument.  To the extent signed and delivered by means of a
facsimile machine or other electronic transmission (including transmission in
portable document format by electronic mail), this Agreement shall be treated in
all manners and respects and for all purposes as an original and shall have the
same binding legal effect as if it were the original signed version thereof
delivered in person.  None of the undersigned shall raise the use of a
facsimile machine or other electronic transmission to deliver a signature or the
fact that such signature was transmitted or communicated through the use of a
facsimile machine or other electronic transmission as a defense to the
enforceability of this Agreement and each of the undersigned forever waives any
such defense.




13.  Successors and
Assigns.  This Agreement will be binding upon and inure to the
benefit of Chardan and each Company and any successor to any of them (to which
this Agreement may be assigned), including without limitation any persons
acquiring directly or indirectly all or substantially all of the business or
assets of Chardan or either Company, whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed
Chardan or a Company, as the case may be, for the purposes of this
Agreement).  This Agreement will inure to the benefit of and be
enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees, but otherwise will
not otherwise be assignable, transferable or delegable by
Executive.




14.  Governing Law; Venue;
Jurisdiction.  This Agreement, and all matters arising under or
related hereto, shall be governed according to the laws of the State of Florida,
without respect to its conflict of law principles.  Each party hereby
consents to the exclusive jurisdiction of the courts of the State of Florida and
of the United States of America in the County of Broward for any actions, suits
or proceedings arising out of or relating to this Agreement and the transactions
contemplated hereby (and each party agrees not to commence any action, suits or
proceeding relating thereto except in such courts).




15.  Amendment of
Agreement.  This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto.  The
parties agree that this Agreement may be amended to comply with applicable law,
including, but not limited to, Code Section 409A and Code Section
457A.




16.  Insurance.  The
Companies may, at their discretion, apply for and procure in their own name and
for their own benefit life and/or disability insurance on Executive in any
amount or amounts considered advisable.  Executive agrees to cooperate
in any medical or other examination, supply any information and execute and
deliver any applications or other instruments in writing as may be reasonably
necessary to obtain and constitute such insurance.




11





17.  Executive’s
Cooperation.  During the Employment Period and thereafter,
Executive shall cooperate with Chardan and each Company in any internal
investigation or administrative, regulatory or judicial proceeding as reasonably
requested by Chardan or a Company (including, without limitation, Executive
being available to Chardan and each Company upon reasonable notice for
interviews and factual investigations, appearing at the request of Chardan or
either Company to give testimony without requiring service of a subpoena or
other legal process, volunteering to Chardan or either Company all pertinent
information and turning over to Chardan or either Company all relevant documents
which are or may come into Executive’s possession, all at times and on schedules
that are reasonably consistent with Executive’s other permitted activities and
commitments).  In the event Chardan or either Company requires
Executive’s cooperation in accordance with this Section 17 after the end of the
Employment Period, Chardan or such Company, as the case may be, shall pay
Executive a per diem reasonably determined by the relevant Board and reimburse
Executive for reasonable expenses incurred in connection therewith (including
lodging and meals, upon submission of receipts).




18.  Code Section 409A and Code
Section 457A.  It is intended that the payments under this
Agreement shall be exempt from or in compliance with Code Section 409A and, to
the extent applicable, Code Section 457A, and Chardan and each Company reserves
the right to amend the terms of the Agreement if necessary either to exempt the
payments or comply with Section 409A and, to the extent applicable, Code Section
457A.  However, in no event shall the Companies or Chardan be
responsible for any tax or penalty owed by Executive or Executive’s spouse or
beneficiary, with regard to any benefit provided for under this
Agreement.




19.  Tax
Withholding.  Chardan and/or any Company may withhold amounts
from any payments made to Executive under this Agreement to satisfy all
applicable Federal, State, local or other income (including excise) and
employment withholding taxes.  In the event Chardan and each Company
fails to withhold such sums for any reason, or withholding is required for any
non-cash payments provided in connection with any benefits paid to Executive
pursuant to this Agreement, Chardan or any Company may require Executive to
promptly remit to Chardan or a Company sufficient cash to satisfy all applicable
income and employment withholding taxes.




Excess Parachute
Payments




12





21.  Construction.




(a)  All
references in this Agreement to “Sections” and “Exhibits” refer to the Sections
and exhibits of this Agreement.  The Section headings and titles
appearing in this Agreement are inserted only as a matter of convenience and in
no way define, limit, construe, or describe the scope or extent of such Section
or in any way affect this Agreement or the interpretation hereof.




(b)  All
references to “$” or “dollars” will be to United States dollars and all
references to “days” will be to calendar days unless otherwise
specified.




(c)  As used
in this Agreement, neutral pronouns and any variations thereof shall be deemed
to include the feminine and masculine and all terms used in the singular shall
be deemed to include the plural, and vice versa, as the context may
require.




(d)  The words
“hereof”, “herein” and “hereunder” and other words of similar import refer to
this Agreement as a whole, as the same may from time to time be amended or
supplemented, and not to any subdivision contained in this
Agreement.




(e)  The word
“including” when used herein is not intended to be exclusive and means
“including, but not limited to.”  The word “or” when used herein is
not intended to be exclusive unless the context clearly requires
otherwise.




(f)  The
exhibits hereto will be deemed to be incorporated in and an integral part of
this Agreement.




(g)  All
provisions of this Agreement have been mutually negotiated and
drafted.  The provisions of this Agreement will be interpreted and
construed in accordance with their fair meanings, and not strictly for or
against any party, regardless of which party may have drafted this Agreement or
any specific provision.




22.  Directors’ and Officers’
Insurance.  During the Employment Period and for six (6) years
thereafter, Chardan and each Company agrees to maintain directors’ and officers’
insurance covering Executive on the same terms as it maintains such insurance
for the benefit of any other director or officer (or any former director or
officer) of Chardan or either Company.




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




[SIGNATURE
PAGE FOLLOWS]




13







DAL
      GROUP, LLCBy:  FLATWORLD
      DAL LLC, its MemberBy:  NAGINA
      ENGINEERING INVESTMENT
                CORP.,
      its MemberBy:
              _________________________________________Raj
      K. GuptaPresidentDJS
      PROCESSING, LLCBy:
              _________________________________________David
      J. SternPresidentCHARDAN
      2008 CHINA ACQUISITION CORP.By:
              _________________________________________Kerry
      PropperChief
      Executive Officer_________________________________________DAVID
      J. STERN
















14




EXHIBIT
I




[date]




Dear Mr.
Stern:




This
letter will confirm the agreement between you and Chardan 2008 China Acquisition
Corp. (“Chardan”), DAL Group,
LLC (“DAL”),
DJS Processing LLC (“Processing”) and
their Affiliates, (each a “Company” and
collectively referred to herein as the “Companies”) as
follows:




1.           Separation from the
Company.




By
signing this letter agreement you acknowledge that the termination of your
employment with the Company will be effective on ____________ (the “Separation
Date”).  As of the Separation Date, you will cease to be an
employee of any Company, and you will no longer be required to fulfill any of
the duties and responsibilities associated with your positions.  In
addition, your Employment Agreement dated January 15, 2010 among you, Chardan,
Processing and DAL (the “Employment
Agreement”) will terminate as of the Separation Date, except as otherwise
provided therein.  You further agree that, as of the later of
Separation Date or the end of the Initial Period (as defined in the Voting
Agreement dated January 15, 2010 between Chardan, others and you), you hereby
resign from any position on any Board (as defined in the Employment Agreement)
of the Companies.




2.           Severance
Benefits.




In
exchange for your execution of this letter agreement, including the Release in
Section 3 and your continued compliance that certain Confidentiality and
Noncompetition Agreement dated as of January 15, 2010 between you and the
Companies (the “Confidentiality
Agreement”), the Companies agrees to provide you with the “Severance Benefits”
as defined in Section 6(a) of the Employment Agreement. Such Severance Benefits
will not be provided until this letter agreement becomes effective and
enforceable, and, subject to such condition, such Severance Benefits shall be
payable no later than the time frames set forth in Section 6(a) of the
Employment Agreement.  Such Severance Benefits shall not be considered
compensation for purposes of any employee benefit plan, program, policy or
arrangement maintained or hereafter established by the Company or any of its
Affiliates.  You understand that the Severance Benefits provided to
you represent consideration for signing this letter agreement and are not
salary, wages or benefits to which you were already entitled.  You
also acknowledge and represent that you have already received everything
(including, without limitation, all compensation, benefits and any other payment
or form of remuneration of any kind) to which you were entitled by virtue of
your employment relationship with each Company through the Separation
Date.




Ex.
1-1





3.           Release by
You.




(a)           You
(for yourself, your heirs, assigns or executors) release and forever discharge
each Company, its Affiliates (as defined below), successor and assigns, and each
of their respective directors, officers, members, agents, shareholders,
employees attorneys and representatives (collectively, the “Company Entities”)
from any and all claims, suits, demands, causes of action, contracts, covenants,
obligations, debts, costs, expenses, attorneys’ fees, liabilities of whatever
kind or nature in law or equity, by statute or otherwise whether now known or
unknown, vested or contingent, suspected or unsuspected, and whether or not
concealed or hidden, which have existed or may have existed, or which do exist,
through the date this letter agreement becomes effective and enforceable,
(“Claims”) of
any kind, including, without limitation, those Claims which relate in any way to
your employment with any Company or the termination of that employment, except
those arising out of (i) the performance of this letter agreement, (ii) your
rights under the employee benefit plans of any Company, (iii) your rights
to accrued, unused vacation and PTO, (iv) your right to any indemnification by
any Company pursuant to its articles of incorporation or organization, bylaws,
operating agreement or limited liability company agreement, (v) your rights to
coverage under any Company’s directors’ and officers’ insurance policy, (vi)
your rights as a shareholder or member of any Company (to the extent you
continue to own capital shares or membership interests in any Company following
the execution of this Agreement), and (vii) your rights with respect to stock
options or other similar equity-based incentives granted to you by any Company,
as determined under the applicable plans and award agreements (to the extent
such rights survive a termination of employment).  Such released
claims include, without in any way limiting the generality of the foregoing
language, any and all claims of employment discrimination under any local,
state, or federal law or ordinance, including, without limitation,
Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act
of 1991; the Americans with Disabilities Act of 1990; the Age Discrimination in
Employment Act of 1967 (“ADEA”), as amended (which prohibits discrimination in
employment based on age); Older Workers Benefit Protection Act of 1990 (“OWBPA”)
(which also prohibits discrimination in employment based on age).




(b)           In
signing this letter agreement you acknowledge that you intend that it shall be
effective as a bar to each and every one of the Claims hereinabove mentioned or
implied.  You expressly consent that this letter agreement shall be
given full force and effect according to each and all of its express terms and
provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a
general release of unknown, unsuspected and unanticipated Claims), if any, as
well as those relating to any other Claims hereinabove mentioned or
implied.  You acknowledge and agree that this waiver is an essential
and material term of this letter agreement and without such waiver the Companies
would not have provided the Severance Benefits described in Section
2.  You further agree that in the event you bring your own Claim in
which you seek damages against any Company, or in the event you seek to recover
against any Company in any Claim brought by a governmental agency on your
behalf, this release shall serve as a complete defense to such
Claims.




Ex.
1-2





(c)           By
signing this letter agreement, you acknowledge that you:




(i)
            have
      been given twenty-one days after receipt of this letter agreement within
      which to consider it;




(ii)
            have
      carefully read and fully understand all of the provisions of this letter
      agreement;




(iii)
            knowingly
      and voluntarily agree to all of the terms set forth in this letter
      agreement;




(iv)
            knowingly
      and voluntarily agree to be legally bound by this letter
      agreement;




(v)
            have
      been advised and encouraged in writing (via this letter agreement) to
      consult with an attorney prior to signing this letter agreement;
      and




(vi)
            understand
      that this letter agreement, including the Release, shall not become
      effective and enforceable until the eighth day following execution of this
      letter agreement, and that at any time prior to the effective day you can
      revoke this letter agreement by delivering written notice of such
      revocation to ___________ no later than the seventh day after your
      execution of this letter
agreement..




4.           No Pending Lawsuits and No
Assignment of Claims.  You represent and warrant that you have
not filed any Claim, lawsuit or charge against any of the Company Entities that
will not be discharged as a result of this letter agreement, except as otherwise
provided in Section 4(a) of this letter agreement.  You hereby promise
never to file a lawsuit asserting any Claims that you have released in Paragraph
3, above.  In addition, to the extent any such proceeding or charge
may be brought by anyone (including the EEOC), you expressly waive any Claim to
any form of monetary or other damages, or any other form of recovery or relief
in connection with any such action.  You further represent and warrant
that you have not heretofore assigned or transferred, or purported to assign or
transfer, to any person, firm, corporation or entity any Claim or other matter
herein released by you.  Notwithstanding the foregoing, nothing herein
shall prohibit you from challenging the validity of the ADEA or OWBPA waiver
herein; however, in the event you unsuccessfully do so, you may be held liable
for the Company Entities’ attorney’s fees and costs to the same extent that
successful defendants are allowed attorney’s fees under the ADEA and/or
OWBPA.




5.           Consequences of Your
Violation of Promises.  If you breach this letter agreement
including, but not limited to, by filing, bringing or participating in any
Claims or actions contrary to your agreements and representations made herein,
including, but not limited to, those in paragraphs 3 and 5 above, in addition to
any other rights and remedies the Companies may have, (i) you will immediately
repay to the Companies all amounts received by you hereunder; (ii) you shall
forfeit all rights to any and all future payments and benefits, if any, to be
provided under this letter agreement; and (iii) you agree to pay all costs and
expenses, including reasonable attorneys’ fees, incurred by the Companies or any
of the Company Entities in defending against such Claims or actions brought by
you or on your behalf or in enforcing the terms of this letter
agreement.





Ex.
1-3
 
 
 The
preceding sentence shall not apply to any Claims that you file under ADEA or
OWBPA or any challenge that you make to the validity of the ADEA or OWBPA waiver
contained in this letter agreement.  In the event you unsuccessfully
challenge the validity of the ADEA or OWBPA waiver herein, you may be held
liable for the Companies' attorneys' fees and costs to the same extent that
successful defendants are allowed attorneys' fees under the ADEA and/or
OWBPA.




6.           Non-Disparagement.  You
agree not to make, or cause to be made, any disparaging, negative or adverse
remarks whatsoever, whether in public or private, and whether written, oral or
otherwise, concerning any of the Company Entities or their respective
businesses, products or services.  This paragraph does not apply to
factual statements made in connection with legal proceedings, governmental and
regulatory investigations and actions, and internal Company investigations or
any other statement or disclosure required by law.




7.           Affiliates. An
“Affiliate” of a Person is a person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, the Person.  “Person” includes a natural person, a trust or
estate, a Company, partnership, limited liability company, or other legal
entity.




8.           Code Section 409A and Code
Section 457A. It is intended that the payments under this letter
agreement shall be exempt from, or in compliance with, Code Section 409A and, to
the extent applicable, Code Section 457A, and each Company reserves the right to
amend the terms of this letter agreement if necessary either to exempt the
payments or comply with Code Section 409A and, to the extent applicable, Code
Section 457A.  However, in no event shall the Companies be responsible
for any tax or penalty owed by Executive or Executive’s Spouse or beneficiary,
with regard to any benefit provided for under the Employment
Agreement.




9.           Additional
Agreements. You further agree that as of the date hereof, you have
returned to each Company any and all property, tangible or intangible, relating
to its business, which you possessed or had control over at any time (including,
but not limited to, company-provided credit cards, building or office access
cards, keys, computer equipment, manuals, files, documents, records, software,
customer data bases and other data) and that you shall not retain any copies,
compilations, extracts, excerpts, summaries or other notes of any such manuals,
files, documents, records, software, customer data bases or other
data.




10.           Confidentiality of this
Letter Agreement. The contents of this letter agreement, including but
not limited to its financial terms, are strictly confidential. By signing this
letter agreement you agree and represent that you will maintain the confidential
nature of this letter agreement, except (a) to legal counsel, tax and financial
planners, and immediate family who agree to keep it confidential, (b) as
otherwise required by law, in which case you shall notify Processing in writing
in advance of disclosure, and (c) as necessary to enforce this letter
agreement.




Ex.
1-4





11.           No Transfer or
Assignment. You and the Companies agree that no interest or right you
have or any of your beneficiaries has to receive payment or to receive benefits
under this letter agreement shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance
of any kind, except as required by law.  Nor may such interest or
right to receive payment or distribution be taken, voluntarily or involuntarily,
for the satisfaction of the obligations or debts of, or other claims against you
or your beneficiary, including for alimony, except to the extent required by
law.




12.           No Admissions. This
letter agreement shall not be construed as an admission of any wrongdoing by any
Company, or its directors, officers, agents and employees.




13.           Complete Agreement.
This letter agreement, those documents expressly referred to herein and other
documents of even date herewith embody the complete agreement and understanding
among the parties and supersede and preempt any prior understandings, agreements
or representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.  Notwithstanding
anything to the contrary contained herein, you acknowledge and agree that you
remain bound by that certain Confidentiality Agreement.




14.           Amendment of
Agreement.  This letter agreement may not be modified or
amended except by an instrument in writing signed by the parties
hereto.  The parties agree that this Agreement may be amended to
comply with applicable law, including but not limited to, Code Section
409A.




15.           Governing Law; Venue;
Jurisdiction. This letter agreement, and all matters arising and/or
related hereto, shall be governed according to the laws of the State of Florida,
without respect to its conflict of laws principles.  Each party hereby
consents to the exclusive jurisdiction of the courts of the State of Florida and
of the United States of America in the County of Broward for any actions, suits
or proceedings arising out of or relating to this letter agreement and the
transactions contemplated hereby (and each party agrees not to commence any
action, suits or proceeding relating thereto except in such
courts).




16.           Severability.  If
any one or more of the terms, provisions, promises, covenants or conditions of
this letter agreement or the application thereof to any person or circumstance
will be adjudged to any extent invalid, unenforceable, void or voidable for any
reason whatsoever by a court of competent jurisdiction or an arbitration
tribunal, such provision will be as narrowly construed as possible, and each and
all of the remaining terms, provisions, promises, covenants and conditions of
this letter agreement or their application to other persons or circumstances
will not be affected thereby and will be valid and enforcement to the fullest
extent permitted by law.  To the extent this letter agreement is in
violation of any applicable laws, the parties shall negotiate in good faith to
amend this letter agreement, to the extent possible consistent with its
purposes, to conform to applicable laws.  Neither party shall claim or
assert illegality as a defense to the enforcement of this letter agreement or
any provision hereof.




17.           Effectiveness. The
parties may execute this letter agreement in separate counterparts, each of
which shall be deemed an original and all of which together will constitute one
and the same instrument.  To the extent signed and delivered by means
of a facsimile machine or other electronic transmission (including transmission
in portable document format by electronic mail), this letter agreement shall be
treated in all manners and respects and for all purposes as an original and
shall have the same binding legal effect as if it were the original signed
version thereof delivered in person.  None of the parties shall raise
the use of a facsimile machine or other electronic transmission to deliver a
signature or the fact that such signature was transmitted or communicated
through the use of a facsimile machine or other electronic transmission as a
defense to the enforceability of this letter agreement and each of the parties
forever waives any such defense.




Ex.
1-5





Please
indicate your agreement by signing this letter and returning it to us on or
before _______________.




Very
      truly yours,CHARDAN
      2008 CHINA ACQUISITION CORP.By:
              ________________________________________Its:DAL
      GROUP, LLCBy:
              ________________________________________Its:DJS
      PROCESSING, LLCBy:
              ________________________________________Its:







AGREED TO
AND ACCEPTED BY:






David J.
Stern




Dated:















Ex.
1-6