Unassociated Document


    

    1-3
      Bury
      Street, Guildford, Surrey GU2 4AW, UK Tel:
      +44
      (0)
      1483 543 543
      Fax:
      +44 (0)
      1483 543 540


    Statement
      of Particulars Of Employment

     

    (under
      Section 1 Employment Rights Act 1996)

     

    From:
      Octavian
      International Ltd,
      Bury House, 1-3 Bury Street, Guildford, Surrey GU2 4AW, UK (hereinafter called
      'The Company').

     

    
      	
            	To:	
              Peter
                Brenninmeijer 

              11
                Pewley Heights,

              Semaphore
                Road

              Guildford,
                Surrey

              GU1
                3PS (
                the employee)

            


    

     

    
      	1.0       	
              Introduction

            


    

     

    
      	·  	
              If
                you are an existing employee, these particulars of employment and
                The
                Company's Employee Handbook annul any previous agreement whether
                verbal or
                written given to you at any time. If you are a new employee, in accepting
                your appointment it shall be deemed that you have accepted all the
                terms
                and conditions set out in these particulars of employment and in
                The
                Company's Employee Handbook. The Company reserves the right to amend
                its
                statement of particulars of employment and Employee Handbook from
                time to
                time to meet the needs of the business or legislation giving you
                reasonable notice in writing.

            


    

    
      	·  	
              Your
                employment commenced on the 1st
                April 2008 and no employment with a previous employer counts as part
                of a
                period of continuous employment. 

            


    

    
      	·  	
              There
                are no Collective Agreements applicable to your employment.
                

            


    

    
      	·  	
              The
                first three months of your employment will be a probationary period.
                During this period your performance and conduct will be monitored.
                At the
                end of the probationary period your performance will be reviewed
                and if
                found satisfactory your appointment will be confirmed.
                

            


    

     

    
      	2.0       
              	
              Benefits

            


    

     

    
      	·  	
              Notebook:
                The Company will provide you with a portable PC to enable your work.
                This
                machine will remain company property. You will be responsible for
                taking
                care of this machine.

            


    

    
      	·  	
              Mobile
                Phone:
                The Company will provide a mobile phone for your use in the completion
                of
                your daily duties. You will be responsible for taking care of this
                phone.

            


    

     

    
      	3.0       
              	
              Bonus

            


    

     

    You
      will
      be entitled to a discretionary corporate annual bonus which will be based on
      overall company performance as well as individual performance which will be
      discussed in an annual review. 

     

    
      	4.0       
              	
              Breaks

            


    

     

    As
      you
      are working full time you are entitled to one hour lunch without pay to be
      taken
      between 12.30 p.m. and 2.30 p.m. 

     

    
      	5.0       
              	
              Change
                of circumstances

            


    

     

    You
      are
      bound to notify The Company, at the earliest possible date, of any change of
      circumstances and/or personal information that can have influence on your
      employment or the business of The Company.

     

    
      	6.0       
              	
              Confidentiality
                and Secrecy

            


    

     

    
      	·  	
              You
                shall not, except as required by your duties, knowingly divulge or
                disclose to any unauthorised person(s)(person shall include firm
                or
                company) or make use of, for your own, or any other person’s benefit,
                either during or after your employment with The Company any of the
                trade
                secrets or matters of confidential nature, including, for example,
                financial details of the company’s performance, associated
                management/financial accounts, research and development activities,
                details of contract prices/terms and customers/clients details which
                may
                come to your knowledge during your employment under this Agreement.
                This
                restriction shall apply both during and within twelve (12) months
                after
                the termination of this Agreement but will cease to apply to information
                which may come into the public domain otherwise than by a breach
                of your
                obligations hereunder.

            


    

     

    
      
        
        

      

      
        
          Octavian
            International Limited. Company No. 04185988. Registered in England. VAT
            No. GB
            915 7674 00

          Registered
            Office: 51, Eastcheap, London EC3M 1JP, United Kingdom.

          www.octavianinternational.com

          info@octavianinternational.com

          


          Octavian
            International Limited is part of PacificNet Inc
            (NASDAQ/PACT).

        

        
          

        

      

      
        
          
            

          

          1-3
            Bury
            Street, Guildford, Surrey GU2 4AW, UK Tel:
            +44
            (0)
            1483 543 543
            Fax:
            +44 (0)
            1483 543 540

        

      

    

     

    
      	·  	
              Intellectual
                property rights.

            


    

    You
      must
      specifically acknowledge that all intellectual property and technological
      matters present at the commencement and developed during your tenure of
      Employment remain the property of The Company. 

    
      	·  	
              Upon
                termination of this Agreement you shall immediately return any
                correspondence and other documents, specifications, papers(in electronic
                or paper form) and property belonging to The Company or any other
                associated Company which may have been prepared by you or have come
                into
                your possession or control in the course of your employment and shall
                not
                retain any copies. 

            


    

     

    
      	7.0       
              	
              Disciplinary
                rules

            


    

     

    A
      Disciplinary manual is part of The Company’s Employee Handbook and the detailed
      policy is contained within the Human Resources policy manual which you can
      find
      with the HR department. If you are dissatisfied with any disciplinary decision
      relating to you, you can apply to Peter Moffitt.

     

    
      	8.0       
              	
              Employee
                handbook

            


    

     

    All
      employees must abide by the currently operative Employee handbook. The company
      reserves the right to revise or change work rules in the Employee Handbook
      from
      time to time in accordance with the needs of the business and legislation.
      For
      the avoidance of doubt it is recorded that the Employee handbook (as amended
      from time to time) shall govern your employment except in so far as it is
      inconsistent with your Particulars of Employment.

     

    
      	9.0       
              	
              Expenses
                provisions

            


    

     

    The
      Company will pay to you all reasonable travelling, hotel and other expenses
      properly incurred by you in connection with the Employment on production of
      the
      receipts or vouchers relating to such expenses. 

     

    
      	10.0     
              	
              Grievance

            


    

     

    A
      Grievance manual is part of The Company’s Employee Handbook and the detailed
      policy with the manner in which any such application should be made is contained
      within the Human Resources policy manual which you can find with the HR
      department. If you wish to seek redress of any grievance relating to your
      employment apply to Peter Moffitt.

     

    
      	11.0     
              	
              Health
                and Safety

            


    

     

    The
      Company will maintain a Health and Safety Policy statement which will be
      reviewed annually or when circumstances change. You will be made aware of the
      contents of this policy upon taking up employment. By law The Company must
      consult employees on health and safety matters, why you must take reasonable
      care of your own health and safety and report all health and safety concerns
      to
      your manager.

     

    
      	12.0     
              	
              Holiday
                Entitlement

            


    

     

    
      	·  	
              The
                Company’s holiday year runs from 1 January to 31 December. If you work
                full time you will be entitled to 25 days paid holidays pro rated.
                If
                your employment commenced or terminates part way through the holiday
                year,
                your entitlement to holidays during that year will be proportional
                to your
                service during the holiday year. 

            


    

    
      	·  	
              No
                payment will be made for holidays not taken during the year, other
                than
                payment for accrued holidays on termination of employment, which
                is
                calculated by reference to the normal 233 working days in the year.
                In
                addition, you are entitled to eight Public and Bank holidays with
                pay.

            


    

    
       

      
        
          
          

        

        
          
            Octavian
              International Limited. Company No. 04185988. Registered in England.
              VAT No. GB
              915 7674 00

            Registered
              Office: 51, Eastcheap, London EC3M 1JP, United Kingdom.

            www.octavianinternational.com

            info@octavianinternational.com

            


            Octavian
              International Limited is part of PacificNet Inc
              (NASDAQ/PACT).

          

          
            

          

        

        
          
            
              

            

            1-3
              Bury
              Street, Guildford, Surrey GU2 4AW, UK Tel:
              +44
              (0)
              1483 543 543
              Fax:
              +44 (0)
              1483 543 540

          

        

      

       

    

    
      	·  	
              No
                holiday entitlement shall be carried forward from one year to another
                unless with prior agreement of the company and at the discretion
                of The
                Company. (Five days maximum)

            


    

    
      	·  	
              Holidays
                must be taken at times convenient to the Company and you must give
                notice
                of your intention to take a holiday by completing a holiday request
                form,
                obtainable from the HR
                department, and
                forwarded to your line manager for signature. 

            


    

    
      	·  	
              Deductions
                from your final salary due to you on termination of employment will
                be
                made in respect of any holidays taken in excess of entitlement.
                

            


    

     

    
      	13.0     
              	
              Hours
                of Work

            


    

     

    Your
      hours of work will be based on regular workdays (8.30 am to 5.30 pm Monday
      to
      Friday), with an hour for lunch. [It is however expected, as this is a Manager
      position, that from time to time, extensive travelling and overtime will be
      required]. 

     

    
      	14.0     
              	
              Job
                title and brief Job Description

            


    

     

    Your
      position is as Group Financial Director to be responsible for, among other
      things,

    


    
      	·  	
              Responsible
                for the financial administration of the
                company

            


    

    
      	·  	
              Responsible
                for a proper audit at the end of each
                year

            


    

    
      	·  	
              Responsible
                that all statutory requirements are
                met

            


    

    
      	·  	
              Managing
                the financial department

            


    

    
      	·  	
              Responsible
                for a proper consolidation and monthly reporting of all international
                offices

            


    

    
      	·  	
              Improve
                the Management information

            


    

    
      	·  	
              Set
                up a monthly reporting of the financial
                numbers

            


    

    
      	·  	
              Set
                up a proper monthly cash flow
                report

            


    

    
      	·  	
              Set
                up a proper forecast system

            


    

    
      	·  	
              Set
                up a good budget system.

            


    

    
      	·  	
              Implement
                a new financial administration
                system

            


    

     

    
      	15.0  	
              Notice
                Period

            


    

     

    The
      length of notice, which you are obliged to give and entitled to receive to
      terminate your contract of employment, is one month
      and
      must be in writing. 

     

    
      	16.0     
              	
              Performance

            


    

     

    
      	·  	
              During
                the continuance of your appointment you will perform all such reasonable
                duties and exercise all such powers consistent with the office to
                which
                you are appointed as may from time to time be reasonably assigned
                to or
                vested in you by The Company.

            


    

    
      	·  	
              You will,
                unless prevented by ill health, devote your whole time and attention
                during such hours as may reasonably be required of you, to your duties
                and
                to the business of The Company and shall faithfully and diligently
                serve
                The Company and use your utmost endeavours to promote the interest
                of The
                Company. 

            


      	 ·  	
              You
                shall comply with all lawful
                instructions.

            


    

     

    
      	17.0     
              	
              Place
                of work

            


    

     

    Your
      position will be held at the office of Octavian International Ltd 1-3 Bury
      Street, Guildford, Surrey GU2 4AW, United Kingdom.

     

    
      	18.0     
              	
              Remuneration

            


    

     

    Your
      gross salary will be pro rata GBP 150,000 pounds per
      annum, paid monthly on the last day of the month in arrears directly into your
      bank account. 

    
       

      
        
          
          

        

        
          
            Octavian
              International Limited. Company No. 04185988. Registered in England.
              VAT No. GB
              915 7674 00

            Registered
              Office: 51, Eastcheap, London EC3M 1JP, United Kingdom.

            www.octavianinternational.com

            info@octavianinternational.com

            


            Octavian
              International Limited is part of PacificNet Inc
              (NASDAQ/PACT).

          

          
            

          

        

        
          
            
              

            

            1-3
              Bury
              Street, Guildford, Surrey GU2 4AW, UK Tel:
              +44
              (0)
              1483 543 543
              Fax:
              +44 (0)
              1483 543 540

          

        

      

       

    

    
      	19.0     
              	
              Report
                to 

            


    

    Your
      will
      report to Mr
      Peter
      Moffit, President.

     

    
      	20.0     
              	
              Restriction
                on competition by the employee

            


    

     

    
      	·  	
              You
                shall not, without the written consent of The Company, during the
                continuance of this Agreement be engaged or interested either directly
                or
                indirectly in any capacity in any trade business or occupation other
                than
                the business of The Company, either free of charge or for a fee,
                during
                the period of employment and within two years after the termination
                of
                this Statement of Particulars of Employment.


            


    

    
      	·  	
              You
                are in particular prohibited to seek contact or maintain contact
                with
                business relations of The Company on the basis of a new employment
                during
                the above period of two years. In this context ‘relations’ shall also
                include companies that have become a business relation of The Company
                after the termination of employment with The Company.
                

            


    

    
      	·  	
              This
                provision will prohibit the holding whether directly or through nominees
                of investments dealt in on a recognised Stock Exchange save for
                investments in a Company any part of whose business is in direct
                or
                indirect competition with any part of the business carried on by
                The
                Company. You shall disclose any such holding to the Management and
                if
                required by the Management you shall dispose of such holding within
                four
                weeks of such requirement. 

            


    

     

    
      	21.0     
              	
              Sickness
                Absence

            


    

     

    
      	·  	
              If
                you are absent from work on account of sickness or injury, you or
                someone
                on your behalf should inform The Company of the reason for your absence
                as
                soon as possible but no later than at 10.00 am on the working day
                on which
                absence first occurs.

            


    

    
      	·  	
              In
                respect of absence lasting seven or fewer calendar days, you need
                not
                produce a medical certificate unless you are specifically requested
                to do
                so. You must, however, complete the Company's self-certification
                form
                immediately you return to work after such absence.
                

            


    

    
      	·  	
              In
                respect of absence lasting more than seven calendar days, you must
                on the
                eight calendar day of absence provide a medical certificate stating
                the
                reason for absence and thereafter provide a like certificate each
                week to
                cover any subsequent period of absence.


            


    

    
      	·  	
              The
                Company reserves the right to ask you at any stage of absence to
                produce a
                medical certificate and/or to undergo a medical examination.
                

            


    

     

    
      	22.0     
              	
              Travel
                Insurance

            


    

     

    Whilst
      traveling for business purposes, you will be fully covered by the group travel
      insurance arrangements. If you need to use your own car for business purposes,
      ensure that your car is insured for business use. If so you can claim a mileage
      rate of 40p a mile.

    


    
      	
              I,
                the employee named above, acknowledge that I have received a statement
                of
                the particulars of my employment (of which this is a duplicate copy)
                as
                required by section 1 of the Employments Rights Act 1996, and confirm
                my
                agreement that this statement, together with the Employee handbook
                and
                letter form the company offering me employment, constitute my contract
                of
                employment with The Octavian
                International Ltd.
                I
                fully understand and accept Octavian
                International Ltd
                Particulars of Employment, and individual terms stated herein, by
                signing
                and dating both copies where indicated and returning one copy to
                a
                Manager.

            
	
              Signed

            	
              /s/
                Peter Brenninkmeijer

              (Employee)

            	
              Signed

            	
              /s/
                Harmen Brenninkmeijer

              (Manager)

            
	
              Name
                in print

            	
              Peter
                Brenninkmeijer 

            	
              Name
                in print

            	
              Harmen
                Brenninkmeijer

            
	
              Date

            	
              March
                15, 2008

            	
              Date

            	
              March
                15, 2008

            


    

    


    
       

      
        
          
          

        

        
          
            Octavian
              International Limited. Company No. 04185988. Registered in England.
              VAT No. GB
              915 7674 00

            Registered
              Office: 51, Eastcheap, London EC3M 1JP, United Kingdom.

            www.octavianinternational.com

            info@octavianinternational.com

            


            Octavian
              International Limited is part of PacificNet Inc
              (NASDAQ/PACT).