Exhibit
      10.1

    


    China
      3C Group

    Board
      of Directors Agreement

     

     

    
      1.
        Background.

    

     

    
      
        	1.1.	
                China
                  3C Group (the “Company”) has requested that Todd L. Mavis serve as a
                  director of the Company.

              


      

       

      
        
          	1.2.	
                  This
                    document sets forth some of the terms of such service, including
                    compensation.

                


        

      

       

      
        2.
          Term.

         

      

      
        
          	
                  2.1

                	
                  The
                    Company has appointed Mr. Mavis to serve as a director of the
                    Company, and
                    Mr. Mavis has agreed to accept such appointment. The appointment
                    shall be
                    for a period of one year and shall continue thereafter unless
                    and until
                    this Agreement is terminated or Mr. Mavis is not elected to such
                    position
                    by the shareholders of the
                    Company.

                


        

      

       

      
        3.
          Insurance.

      

       

      
        
          	3.1.	
                  The
                    Company has agreed to use best efforts to obtain D&O insurance in the
                    minimum amount of ten million dollars ($10,000,000), and will
                    use best
                    efforts to keep such insurance in
                    force.

                


        

         

        
          4. Compensation
            and Reimbursement.

        

         

        
          
            	4.1.	
                    The
                      Company will reimburse Mr. Mavis for reasonable and actual expenses
                      incurred in the performance of his duties as a director, provided
                      that
                      such expenses are authorized by the Company before the expense
                      is
                      incurred.

                  


          

        

         

        
          	4.2.	
                  Mr.
                    Mavis shall receive the following compensation for so long as
                    he remains a
                    member of the Board of Directors of the
                    Company:

                


        

      

    

    
      
         

        
          	
                	(a)	
                  Annual
                    salary of Seventy Five Thousand ($75,000) Dollars payable monthly
                    at the
                    beginning of each month that Mr. Mavis is a member of the Board
                    of
                    Directors.

                


        

         

        
          	
                	(b)	
                  An
                    option grant (Incentive Stock Options - ISO’s) to purchase 50,000 shares
                    of common stock of the Company upon execution of this Agreement
                    and 30,000
                    (Incentive Stock Options - ISO’s) shares on each anniversary of such date
                    thereafter, provided Mr. Mavis is a member of the Board of Directors
                    at
                    such time. The exercise price of the initial grant of 50,000
                    shares shall
                    be based on the closing price of the common stock of the Company
                    on
                    January
                    2, 2007
                    and for each future option grant the closing price of the Company
                    common
                    stock on the anniversary of such date. All option grants will
                    vest upon
                    issuance and will have an exercise period of ten years from date
                    of
                    issuance so long as Mr. Mavis is a member of the Board of Directors
                    at
                    such time. In the event that Mr. Mavis is no longer a member
                    of the Board
                    of Directors, his exercise period for all vested options will
                    be
                    twenty-four months from the anniversary date of his departure
                    from the
                    Board of Directors. 

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          	
                	
                  (c)

                	
                  Mr.
                    Mavis shall receive $2,500 for each meeting of the board of Directors
                    that
                    Mr. Mavis attends.

                


        

         

        
          	
                	(d)	
                  Mr.
                    Mavis shall receive $2,000 for each meeting of a committee of
                    the board of
                    Directors that Mr. Mavis attends.

                


        

         

        
          	
                	(e)	
                  Mr.
                    Mavis shall receive $5,000 if he is named the Chairman of any
                    committee of
                    the board of Directors of the Company, at the time he named
                    Chairman.

                


        

         

        
          	
                	(f)	
                  Mr.
                    Mavis shall receive $4,500 as a one-time bonus upon execution
                    of the
                    agreement.

                


        

      

       

      
        
          	4.3.	
                  The
                    Company shall not compensate Mr. Mavis for service as a director
                    except as specifically set forth
                    herein.

                


        

      

       

      
        5.
          Termination

      

       

      
        
          	5.1.	
                  This
                    Agreement may be terminated by either party upon thirty (30)
                    days written
                    notice to the other
                    party.

                


        

      

       

      
        6.
          Miscellaneous

         

      

      
        
          	
                  6.1.

                	
                  This
                    Agreement embodies the entire contract between the parties concerning
                    Mr. Mavis service as a director and supersedes any and all prior
                    agreements and understandings, written or oral, formal or informal.
                    No
                    extensions, changes, modifications or amendments to, or of, this
                    Agreement
                    of any kind whatsoever, which shall be made or claimed by Mr. Mavis
                    or the Company shall have any force or effect whatsoever unless
                    the same
                    be endorsed in writing and signed by Mr. Mavis and the
                    Company.

                


        

      

       

      
        
          	6.2.	
                  This
                    Agreement may be executed in any number of counterparts and each
                    such
                    counterpart shall be an original instrument, but all counterparts
                    together
                    shall constitute one
                    agreement.

                


        

      

       

    

    
      	
              China
                3C Group 

            	
               

            	
               

            	
               

            	 	
               

            	
               

            	 
	
               

            	
               

            	 	
               

            	
               

            	
               

            	
               

            	 
	
                                
                

            	
               

            	                       
              	
               

            	
                                            
                

            	
               

            	
                                                  
                

            	 
	
               
                

            	
               

            	
               
                

            	
               

            	
               
                

            	
               

            	
               

            	 
	
              Zhenggang
                Wang

            	
               

            	
              Date:
                January 2, 2007

            	
               

            	
               Todd
                L. Mavis

            	
               

            	
              Date:
                January 2, 2007

            	 
	
              CEO
                and Chairman