Exhibit 10.7 





EMPLOYMENT AGREEMENT  



        THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this
— the day of January 02 , 2008, between China Housing and Land Development, Inc., a
Nevada corporation with its principal place of business located at 6 Youyi Dong Road,
Hanyuan 4th F, Xi’an 710054, China (the “Company”), and
William Xin, residing at 1469 Bellevue Ave., #312, Burlingame, CA 94010 (the
“Executive”). 



        WHEREAS,
the Company’s business consists of the development of real estate properties and
activities incidental thereto (the “Business”); 



        WHEREAS,
the Company has expended considerable time, effort and resources in the development of
certain Confidential Information, as defined herein below, which must be maintained as
confidential in order to ensure the success of the Company’s Business; and 



        WHEREAS,
the Executive will have immediate access to such Confidential Information immediately upon
the Executive’s execution of this Agreement; 



        NOW,
THEREFORE, in consideration of the covenants and promises contained herein, the
compensation and benefits received by the Executive from the Company, and the access given
the Executive to the aforesaid confidential and proprietary information, and for other
good and valuable consideration, the sufficiency of and receipt of which are hereby
acknowledged, the Company and the Executive agree as follows: 



         
    1.       
          Employment Period. The Company offers to employ the Executive, and the
          Executive agrees to be employed by Company, in accordance with the terms and
          subject to the conditions of this Agreement commencing on the effective date of
          this Agreement (“January .02, 2008”) and terminating the third
          (3th) anniversary of the Commencement Date (“December .31,
          2010”) unless terminated prior thereto in accordance with the provisions of
          paragraph 7 herein below. The Executive affirms that no obligation exists
          between the Executive and any other entity which would prevent or impede the
          Executive’s immediate and full performance of every obligation of this
          Agreement. 



         
    2.       
          Position and Duties. During the term of the Executive’s employment
          hereunder, the Executive will serve in the position, and assume duties and
          responsibilities consistent with the position of Chief Financial Officer unless
          and until otherwise instructed by the Company. The Executive agrees to devote
          substantially all of his working time, skill, energy and best business efforts
          during the term of his employment with the Company. The Executive covenants and
          agrees that for so long as he is employed by the Company, the Executive shall
          inform the Company of each and every business opportunity related to the
          business of the Company of which the Executive becomes aware, and that the
          Executive will not, directly or indirectly, exploit any such opportunity for the
          Executive’s own account, nor will the Executive render any services to any
          other person or business, acquire any interest of any type in any other business
          or engage in any activities that conflict with the Company’s best interests
          or which is in competition with the Company in the local market where the
          company conduct substantial amount of business. 













         
    3.       
          Hours of Work. The Executive’s normal days and hours of work shall
          coincide with the Company’s regular business hours. The Executive shall
          spend no less than six months of his time in Asia Pacific region. The nature of
          the Executive’s employment with the Company requires flexibility in the
          days and hours that the Executive must work, and may necessitate that the
          Executive work on other or additional days and hours. The Company reserves the
          right to require the Executive, and the Executive agrees, to work during other
          or further days or hours than the Company’s normal business hours. 



         
    4.       
          Location. The locus of the Executive’s employment with Company shall
          be the Company’s office located at 6 Youyi Dong Road, Hanyuan
          4th F, Xi’an 710054, China. The Company may, in its sole
          discretion, require the Executive to travel to and reside in, on a temporary,
          indefinite or permanent basis, in any other location throughout the world in
          which the Company or any of its affiliates has offices. 



         
    5.       
          Base Salary; Health Insurance, other infringe benefit; Reimbursement of
          Expenses. (a) During the Executive’s continued full and satisfactory
          performance of his duties and responsibilities hereunder, the Company shall pay
          or cause to pay, and the Executive agrees to accept, during the first year (the
          “First Year”) of the Executive’s employment, in
          consideration for the Executive’s services, pro rata payments, as
          earned and consistent with Company’s then-existing payroll practices, of
          the annualized salary of US$ 36,000 before tax., paid monthly. Following the
          First Year, the Executive’s base salary shall be reviewed annually by the
          Board of Directors of the Company, provided, however, that the Base Salary shall
          not be decreased below the amount set forth in the first year. 



     
        (b)    
          The Company shall promptly pay or reimburse the Executive for all reasonable
          expenses actually and properly (in accordance with the Company’s policy)
          incurred or paid by him, in connection with the performance of his services
          under this Agreement (including, without limitation, travel expenses) upon
          presentation of expense statements or vouchers or such other supporting
          documentation in such form and containing such information as the Company may
          from time to time require. 



     
        (c)    
          DO Insurance; Health Insurance. The company shall provide Director and Officer
          insurance. Also, the company shall provide the Executive a US industry standard
          health insurance. 



     
        (d)    
          Severance Pay. If the Termination happened before the end of the employment
          period (the “Scheduled Termination Date”) as defined in section
          1. without cause or due to the change of control, which set forth in the follow
          section 7d). and 7e)., the Executive shall be paid the lesser of: 1) six months,
          or 2) the balance of the remaining 3 year contract all the salary and economic
          benefit including but not limited to all the unvested shares, health insurance
          and other infringe benefit, etc.. 



         
    6.       
          Stock Vesting. All the shares of common stock of the Company granted to
          the Executive or held by the Executive shall be vesting over the three year
          period according to the schedule provided below and shall be subject to
          returning to the Company’s treasury account or a special trust account set
          up for the benefit of the employees or future employees for replacement or
          future employee taking over his or her responsibilities if the Executive
          voluntarily leaves the Company or is removed from the Company for cause by the
          board of directors before the full vesting of all the shares issued to him or
          held by him. During the Executive’s term of three years, totally 100,000
          shares of the company’s common stock should be granted to him. All the
          shares of common stock shall be vested equally over the three year employment
          period by 33.33% each year with pro rata vesting if it’s less than a full
          year. The vested shares of common stock shall be released to the employee at the
          end of each fiscal year. Such shares of common stock can be sold by the
          employees according to relevant Company rules and relevant securities laws and
          regulations of the United States of America. 



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    7.       
          Termination. 



         
    a.       
          Death Or Resignation. If the Executive dies or resigns during the term of
          this Agreement, this Agreement shall automatically terminate on the date of the
          Executive’s death or resignation and, following the date of the
          Executive’s death or resignation, the Company shall have no further
          obligations or liability to the Executive or his heirs, administrators or
          executors with respect to compensation and benefits thereafter, except for the
          obligation to pay the Executive any earned but unpaid base salary through the
          Executive’s date of death or resignation and to pay the Executive for any
          unused accrued and unforfeited vacation. The Company shall deduct, from all
          payments made hereunder, all applicable taxes, including income tax, FICA and
          FUTA, and other appropriate deductions. 



         
    b.       
          Disability. At any time during the term of this Agreement, the Company
          may terminate this Agreement and the Executive’s employment with the
          Company because of the Executive’s “Disability,” by written
          notice to the Executive, which notice shall specify the Effective Date of
          Termination and which Effective Date of Termination shall be no less than thirty
          (30) calendar days after the date of such notice.. For purposes of this
          Agreement, “Disability” shall mean, if at the end of any calendar
          month during the term of this Agreement, the Executive, as a result of mental or
          physical illness or injury, is or has been unable to perform his duties under
          this Agreement, notwithstanding such reasonable accommodations as may be
          required by applicable law, to engage in the essential functions of his position
          with the Company due to a disability, as determined by the Company upon receipt
          of and in reliance on independent competent medical advice, , for (i) the four
          (4) preceding consecutive calendar months, or (ii) any 180 days in the previous
          twelve (12) months. If this Agreement is terminated because of the
          Executive’s “Disability,” the Company shall have no further
          obligations or liability to the Executive or his heirs, administrators or
          Executors with respect to compensation and benefits thereafter, except for the
          obligation to pay the Executive any earned but unpaid base salary through the
          Executive’s last date of employment with the Company and to pay the
          Executive for any unused accrued and unforfeited vacation. The Company shall
          deduct, from all payments made hereunder, all applicable taxes, including income
          tax, FICA and FUTA, and other appropriate deductions. 



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    c.       
          “Cause.” At any time during the term of this Agreement, the
          Company may terminate this Agreement and the Executive’s employment with
          the Company, at any time, for “Company Cause.” For purposes of this
          Agreement, “Company Cause” shall mean: (i) the good faith
          determination by the Company’s Board of Directors that there has been
          continued neglect by the Executive of his duties hereunder and to the material
          detriment of the Company, or (ii) willful misconduct on the Executive’s
          part in connection with the performance of his duties hereunder, provided
          however, that the Executive shall have been given one (1) written notice of
          such determination by the Company’s Board of Directors of continued neglect
          or willful misconduct and thereafter the Executive shall not have cured such
          neglect or willful misconduct to the satisfaction of the Company’s Board of
          Directors within fifteen (15) days of the Executive’s receipt of such
          written notice, (iii) the Executive is convicted of or pleads guilty or no
          contest to a felony or other conduct involving moral turpitude. If this
          Agreement is terminated for “Company Cause,” following the
          Executive’s last date of employment with the Company, the Company shall
          have no further obligations or liability to the Executive or his heirs,
          administrators or Executors with respect to compensation and benefits
          thereafter, except for the obligation to pay the Executive any earned but unpaid
          base salary through the Executive’s last date of employment with the
          Company and to pay the Executive for any unused accrued and unforfeited
          vacation. The Company shall deduct, from all payments made hereunder, all
          applicable taxes, including income tax, FICA and FUTA, and other appropriate
          deductions. 



     
    
    d.    
          Termination without Cause . At any time during the term of this
          Agreement, the Chief Executive Officer of the Company, in his sole discretion,
          may terminate this Agreement and the Executive’s employment with the
          Company without “Company Cause” by delivering to the Executive a 30
          days prior written notice. In the event that this Agreement and the
          Executive’s employment with the Company is terminated without Cause, the
          Executive shall be paid a severance package which set forth in section 5 d)
          titled “Severance pay” other than the case in which the Executive is
          terminated within the first 6 months of the employment in which case the Company
          does not have to pay any severance package as set forth in section 5 d). 



     
    
    e.    
          Change of Control In the event that the company has changed control, which is
          defined below, the Executive shall be entitled the Severance Package as defined
          in section 5d) “Severance Pay”. “Change of Control”
          shall mean the company being acquired or majority shares being acquired by
          third party, or the company merge with another party which resulted the change
          of the management and the Executive are required to resign as a result of such
          change, or the board of directors. “change of control” shall also mean
          that the company’s business has substantially changed and are different
          from what it was when the employment contract being signed. 



         
    8.       
          Confidential Information. 



         
    a.       
          The Executive expressly acknowledges that, in the performance of his duties and
          responsibilities with the Company, he will be exposed to the trade secrets,
          business and/or financial secrets and confidential and proprietary information
          of the Company, its affiliates and/or its clients or customers
          (“Confidential Information”). The term “Confidential
          Information” means information or material that has actual or potential
          commercial value to the Company, its affiliates and/or its clients or customers
          and is not generally known to and is not readily ascertainable by proper means
          to persons outside the Company, its affiliates and/or its clients or customers,
          and includes, without limitation, and includes, without limitation, the
          following, whether or not expressed in a document or medium, regardless of the
          form in which it is communicated, whether or not such information is on the
          Company’s forms, memos, computer disc or tape, or otherwise, whether or not
          such information is in written or verbal form, and whether or not marked
          “trade secret” or “confidential” or any similar legend: (i)
          sales information, (ii) operations information, (iii) financial information,
          (iv) administrative information, (v) research information, (vi) customer
          information, (vii) supplier information, and (viii) any other information
          concerning the Company, its business, its properties or its affairs that the
          Company deems to be confidential or that is confidential according to industry
          practices. “Confidential Information” will not be deemed to include:
          (i) any information that is or becomes generally available to the public; (ii)
          any information that was known to the Executive prior to the time it was first
          made available to the Executive by company; or (iii) any information that
          becomes available to the Executive on a non-confidential basis from a source
          other than the Company, provided that such source is not bound by any
          contractual or other obligation of confidentiality to the Company or any other
          Person with respect to any of such information. 



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    b.       
          Except as authorized in writing by the Company’s Chief Executive Officer,
          during the term of this Agreement and thereafter until such time as any such
          Confidential Information become generally known to and readily ascertainable by
          proper means to persons outside the Company, its affiliates and/or its clients
          or customers, the Executive agrees to keep strictly confidential and not use or
          disclose, cause to be used or disclosed, or permit to be used or disclosed, to
          any person or entity and/or for his personal benefit or the benefit to any other
          person or entity, any Confidential Information. 



         
    c.       
          The Executive agrees that upon termination of his employment with the Company
          for any reason, he will promptly return to the Company all Confidential
          Information within his possession or within his power to control, including,
          without limitation all copies of such Confidential Information, all abstracts of
          such Confidential Information and any other information containing such
          Confidential Information in whole or in part. 



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



         
    9.       
          Ownership and Assignment of Inventions. 



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



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



         
    c.       
          In connection with all Inventions, the Executive agrees to disclose any
          Invention promptly to the Company and to no other person or entity. The
          Executive further agrees to execute promptly, at the Company’s request,
          specific written assignments of the Executive’s right, title and interest
          in any Inventions, and do anything else reasonably necessary to enable the
          Company to secure or obtain a copyright, patent, trademark or other form of
          protection in or for any Invention in the United States or other countries. The
          Executive further agrees that the Company is not required to designate the
          Executive as an author of or contributor to any Invention or to secure the
          Executive’s permission to change or otherwise alter any Invention. 



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



         
    e.       
          The Executive agrees to waive, and hereby does waive, for the benefit of all
          persons, any and all right, title and interest in the nature of “moral
          rights” or “droit moral” granted to the Executive in any country
          in the world. 



         
    10.       
          Non-Competition And Non-Solicitation. Because of the nature of the
          Company’s Business, and because, as a result of their employment with the
          Company, the Executive and other present and former employees of the Company
          have been and will be exposed to Confidential Information, the Executive
          acknowledges that the Company would sustain grievous harm in the event that he
          or the Company’s other present and former employees were to disclose
          Confidential Information, engage in business activities that compete with the
          Business, appropriate or divert business or customers of the Company and/or
          induce employees or consultants of the Company to leave the employment of the
          Company, all of which would violate recognized employee obligations. The
          Executive acknowledges that the Company has a legitimate business interest in
          protecting itself from the aforementioned harm and in the protection and
          maintenance of the Confidential Information and the Company’s customer
          relationships. Therefore, the Executive hereby agrees and covenants to be bound
          by the non-competition and non-solicitation restrictions set forth herein below,
          which restrictions the Executive agrees and acknowledges are reasonable and
          necessary and do not impose undue hardship or burdens on the Executive. 



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    a.       
          The Executive agrees that, during his employment with the Company for a period
          of one year following the termination of his employment with the Company,
          provided however, that the Executive has been prior employed for more than two
          (2) years by company, he shall not directly or indirectly own, manage, operate,
          control, be employed by, consult for, be a shareholder of, be an officer of,
          participate in, contract with or be connected in any capacity or any manner with
          any business that directly or indirectly (whether through related companies or
          otherwise) competes with the Company in the local market where company operates
          substantial amount of its business, provided however, that the Executive
          shall not be prevented from owning an interest in a publicly traded company. 



         
    b.       
          The Executive agrees that during the period of his employment with the Company
          and for a period of one year following the termination of his employment with
          the Company, provided however, that the Executive has been prior employed for
          more than two (2) years by company, for any reason he will not directly or
          indirectly supervise, manage, hire, cause to be hired or otherwise induce any
          employee of the Company to leave the employment of the Company or any
          independent contractor of the Company to terminate its relationship with the
          Company, for any reason. 



         
    c.       
          The Executive agrees that during the period of his employment with the Company
          and for a period of one year following the termination of his employment with
          the Company, provided however, that the Executive has been prior employed for
          more than two (2) years by company, he will not directly or indirectly
          appropriate, divert or assist another to appropriate or divert any actual or
          potential business or customer away from the Company, or attempt to do any of
          the foregoing or otherwise induce or attempt to induce any customer of the
          Company, to terminate or adversely modify its relationship with the Company or
          any potential customer to not enter into a relationship with the Company. 



         
    d.       
          If any of the restrictive covenants set forth in paragraphs 10(a), (b) and (c)
          of this Agreement is held to be invalid, illegal or unenforceable (in whole or
          in part), such restrictive covenant shall be deemed modified to the extent, but
          only to the extent, of such invalidity, illegality or unenforceability, and a
          court of competent jurisdiction shall have the power to modify, any such
          restrictive covenant to the extent necessary to render such provision
          enforceable, and the remaining restrictive covenant shall not be affected
          thereby. 



         
    e.       
          In the event of a violation of any of the restrictive covenants set forth in
          paragraphs 10(a), (b) and (c) of this Agreement, if the Executive is prevented
          by a court or arbitrator from committing any further violation, whether by a
          temporary restraining order, injunction or otherwise, the time periods set forth
          in paragraphs 10(a), (b) and (c) of this Agreement shall be computed by
          commencing the periods on the date of the applicable court or arbitrators’
          order and continuing them from that date for the full period provided. 



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    f.       
          The Executive shall have the right to request a waiver of all or part of the
          restrictive covenants contained in paragraphs 10(a), (b) and (c) of this
          Agreement by providing the Company with a written request for such a waiver that
          contains all relevant details. The Company may, in its sole discretion, waive
          all or part of the restrictive covenants contained in paragraphs 10(a), (b) and
          (c) of this Agreement on such terms and conditions, and to such extent, as it,
          in its sole discretion, deems appropriate. Such waiver must be in writing. 



         
    g.       
          The parties acknowledge that this Agreement would not have been entered into,
          that the benefits described in paragraphs 5 and 6 would not have been promised
          to the Executive by the Company, in the absence of the Executive’s
          covenants and promises set forth in paragraphs 10(a), (b) and (c) of this
          Agreement. 



         
    11.       
          Notwithstanding the termination of this Agreement and of the Executive’s
          employment with the Company, paragraphs 8, 9 and 10 of this Agreement shall
          continue in full force and effect in accordance with their terms. 



         
    12.       
          Dispute Resolution. The Executive and the Company agree that any dispute
          or claim, whether based on contract, tort, discrimination, retaliation, or
          otherwise, relating to, arising from, or connected in any manner with this
          Agreement or with the Executive’s employment with Company, if not amicably
          settled by the parties, shall be resolved exclusively through final and binding
          arbitration under the auspices of the American Arbitration Association
          (“AAA”) in accordance with the commercial arbitration rules and
          supplementary procedures for international commercial arbitration of the AAA.
          The arbitration shall be held in California. There shall be three arbitrators:
          one arbitrator shall be chosen by each party to the dispute and those two
          arbitrators shall choose the third arbitrator. Each party shall cooperate with
          the other in making full disclosure of and providing complete access to all
          information and documents requested by the other party in connection with the
          arbitration proceedings. Arbitration shall be the sole, binding, exclusive and
          final remedy for resolving any dispute between the parties; provided, however,
          that either party may apply to any court of competent jurisdiction in the State
          of California for enforcement of any award granted by the arbitrators. The
          arbitrators shall have jurisdiction to determine any claim, including the
          arbitrability of any claim, submitted to them. The arbitrators may grant any
          relief authorized by law for any properly established claim. The interpretation
          and enforceability of this paragraph of this Agreement shall be governed and
          construed in accordance with the United States Federal Arbitration Act, 9.
          U.S.C. §1, et seq. More specifically, the parties agree to submit to
          binding arbitration any claims for unpaid wages or benefits, or for alleged
          discrimination, harassment, or retaliation, arising under Title VII of the Civil
          Rights Act of 1964, the Equal Pay Act, the National Labor Relations Act, the Age
          Discrimination in Employment Act, the Americans With Disabilities Act, the
          Executive Retirement Income Security Act, the Civil Rights of 1991, the Family
          and Medical Leave Act, the Fair Labor Standards Act, Sections 1981 through 1988
          of Title 42 of the United States Code, COBRA, and any other federal, state, or
          local law, regulation, or ordinance, and any common law claims, claims for
          breach of contract, or claims for declaratory relief. The Executive acknowledges
          that the purpose and effect of this paragraph is solely to elect private
          arbitration in lieu of any judicial proceeding he might otherwise have available
          to him in the event of an employment-related dispute between him and the
          Company. Therefore, the Executive hereby waives his right to have any such
          employment-related dispute heard by a court or jury, as the case may be, and
          agrees that his exclusive procedure to redress any employment-related claims
          will be arbitration. 



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    13.       
Governing Law



        This
Agreement shall be governed by the law of the State of New York without regard to its
conflict of law rules and principles. 



         
    14.       
          Miscellaneous. 



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



         
    b.       
          All issues concerning, relating to or arising out of this Agreement and from the
          Executive’s employment by the Company, including, without limitation, the
          construction and interpretation of this Agreement, shall be governed by and
          construed in accordance with the internal laws of the State of California,
          without giving effect to that State’s principles of conflicts of law. 



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



         
    d.       
          The Company shall be entitled to equitable relief, including injunctive relief
          and specific performance as against the Executive, for the Executive’s
          threatened or actual breach of paragraphs 8, 9 or 10 of this Agreement, as money
          damages for a breach thereof would be incapable of precise estimation,
          uncertain, and an insufficient remedy for an actual or threatened breach of
          paragraphs 8, 9 or 10 of this Agreement. The Executive and the Company agree
          that any pursuit of equitable relief in respect of paragraphs 8, 9 or 10 of this
          Agreement shall have no effect whatsoever regarding the continued viability and
          enforceability of paragraph 11 of this Agreement. 



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



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



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    g.       
          The Company and the Executive agree that the Executive’s obligations to the
          Company during the Executive’s employment with the Company, as well as any
          other obligation of the Executive under this Agreement, may be assigned to any
          successor in interest to the Company or any division or affiliate of the Company
          in its sole discretion and without additional consideration or prior notice to
          the Executive, but that nothing requires the Company to do so. The
          Executive’s obligations under this Agreement are personal in nature and may
          not be assigned by the Executive to any other person or entity. 



         
    h.       
          The Company and the Executive acknowledge and agree that future alterations to
          the Executive’s work hours, working title, management or supervisory
          responsibilities, number of subordinate Executives, sales or promotional
          budgets, reporting relationships within the Company or with businesses
          affiliated with the Company, management responsibilities or duties, or similar
          changes or alterations may occur periodically during the Executive’s
          employment with the Company. The Company and the Executive agree that the
          Company, with prior consultation to the Executive in good intention and
          agreement, may implement such alterations or adjustments for any or no reason
          and that any such action shall not constitute a breach of this Agreement so long
          as the Company continues to perform its remaining obligations as provided by
          this Agreement. 



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



         
    j.       
          Indemnification. The company agree to hold the Executive harmless and will
          defend the Executive in connection with his performing his duty to the
          company and will pay for any such related expense, provided that the Executive
          did not knowingly violate any law in performing his duty. 



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



THE EXECUTIVE STATES THAT HE HAS
FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD
EACH AND EVERY PROVISION THEREOF. THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES. 



UNDERSTOOD, AGREED,
AND ACCEPTED: 



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	William Xin 





Name: _____________________ 

                              

                              



Date: _____________________ 
 

	China Housing and Land Development, Inc





By: _____________________________

    Name:Lu Pingji

    Title: Chairman & CEO



Date: _____________________________
 



















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