EMPLOYMENT
AGREEMENT




This
EMPLOYMENT AGREEMENT is made as of August 12, 2010 by and between RINO
International Corporation, a Nevada corporation (the "Company"), and Ben Wang
(“Employee”).




WITNESSETH:




WHEREAS,
Employee wishes to be employed by the Company with the duties and
responsibilities as hereinafter described, and the Company desires to assure
itself of the availability of Employee’s services in such capacity.




NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Company and Employee hereby agree as follows:




1.         EMPLOYMENT. The
Company hereby agrees to employ Employee, and Employee hereby agrees to serve
the Company, upon the terms and conditions hereinafter set forth.




2.         TERM. The employment
of Employee by the Company pursuant to this Agreement shall be for a thirty-six
(36) month period (subject to earlier termination as provided herein)
commencing on April 27, 2010 (the “EmploymentTerm”).




3.         DUTIES. Employee
shall, subject to overall direction consistent with the legal authority of the
Chief Executive Officer and Chairman of the Board, serve as, and have all power
and authority inherent in the offices of Chief Financial Officer of the
Company and shall be responsible for those areas in the conduct of the business
reasonably assigned to him by the Chief Executive Officer and the Chairman of
the Board. Employee shall devote substantially all of his business time and
efforts to the business of the Company; provided, however, that it is understood
and agreed that, while Employee may devote time to other business matters in
which he may have an interest, in the event of a conflict, Employee’s first and
primary responsibility shall be to the performance of his duties for the
Company.




4.         RESPONSIBILITIES. The
general responsibilities of the chief financial officer (“CFO”)
include,  but are not limited to:  (i) overseeing all
Company accounting practices, including accounting departments, preparing and
reviewing budgets, financial reports, and tax and audit functions; the CFO being
responsible for presenting and reporting accurate and timely historical
financial information of the Company; (ii) supervising investment and
raising of funds for the Company’s business, taking into consideration risk and
liquidity; (iii) overseeing the capital structure of the Company, including
determining the best mix of debt, equity and internal financing;
(iv) directing financial strategy, planning and forecasts and conferring
with the Chief Executive Officer, Chairman of the Board and other executives of
the Company in relation thereto; (v) developing and analyzing business planning
(vi) coordinating with the Company’s auditors and attorneys to ensure the
Company’s compliance with its reporting obligations under U.S .securities laws
and regulations and other relevant laws and regulations; (vii) leading
a  team to design and implement the Company’s internal control systems
so as to be in compliance with Section 404 of the Sarbanes Oxley Act of 2002;
and (viii) performing such other tasks and functions assigned to him from time
to time by the Chief Executive Officer or the Board of Directors of the
Company.










5.         COMPENSATION AND OTHER
PROVISIONS. Employee
shall be entitled to the compensation and benefits hereinafter described in
subparagraphs (A) through (G) (such compensation and benefits being hereinafter
referred to as “CompensationBenefits”).




A. 
ANNUALBASE SALARY. The
Company shall pay to Employee a base salary (the “Base Salary”) as
follows:




An
amount of RMB 1,000,000 after tax per annum or RMB 83,333 per month, paid
in arrears monthly on the 10th day of each month.





B.  EQUITY COMPENSATION. The
Company shall grant to Employee options to purchase 150,000 shares of the
Company’s common stock at the exercise price of twenty U.S. dollars
($20.00) per share. Each installment of options shall expire on the
fifth anniversary of its vesting date set forth at the end of the next
sentence. Provided that Employee is then employed by the Company, options
to purchase the following number of shares of Common Stock shall first become
exercisable according to the following schedule:





● options to
purchase 50,000 shares will vest on April 19, 2011;




● options to
purchase 50,000 shares will vest on April 19, 2012; and




● options to
purchase 50,000 shares will vest on April 19, 2013.





The
Company and Employee are simultaneously entering into a Non-Qualified Stock
Option Agreement relating to the foregoing grant of options to the Employee and
containing certain additional terms and conditions.





C.  COMPENSATION ADJUSTMENT.
The Base Salary and Employee’s other compensation will be reviewed by the Board
of Directors of the Company (the “Board”) at least annually and may be increased
(but not decreased) from time to time as the Board may determine.




D.  PARTICIPATION IN BENEFIT
PLANS. During the Employment Term, Employee shall be eligible to
participate in all Employee benefit plans and arrangements now in effect or
which may hereafter be established, including, without limitation, all group
insurance and medical care plans and all disability, retirement and other
Employee benefit plans of the Company. Should the Employee not want to
participate in the Company’s health plan, with Board approval (which the Company
does not ensure will be obtained), the Company may reimburse the Employee for
the expense incurred in participating in another plan.









E.  OTHER PROVISIONS.
During the Employment Term, Employee shall be entitled to four (4) weeks paid
vacation per annum. Employee shall make himself available via email enabled
mobile phone during periods in which he is not in the offices of the
Company. Subject to providing reasonable written documentation thereof and
subject to obtaining advance written approval for any expenditure or series of
related expenditures exceeding $500, Employee shall be reimbursed for all
reasonable expenses incurred by him in the performance of his duties, including,
but not limited to, entertainment, travel and other expenses incurred in
connection with such duties.





F.  INDEMNIFICATION. The
Company shall indemnify and hold harmless Employee to the fullest extent
permitted by law for any action or inaction of Employee while serving as an
officer and director of the Company or, at the Company’s request, as an officer
or director of any other entity affiliated with the Company, or as a fiduciary
of any benefit plan. The Company shall include the Employee under the
Company’s directors’ and officers’ liability insurance in the same amount
and to the same extent as the Company covers its other officers and directors
both (i) during the Employment Term, and (ii) for a one (1) year period after
the Employment Term.




6.         TERMINATION.
Employee’s employment hereunder shall terminate as a result of the occurrence of
any one or more of the following events:





A.  Employee’s
death;




B.  Employee
shall be, in the good faith judgment of the Chief Executive Officer of the
Company,  unable to perform his duties hereunder by reason of illness,
accident or other physical or mental disability for a continuous period of at
least three (3) months or an aggregate of nine (9) months during any continuous
eighteen (18) month period (“Disability
”);




C.  Voluntary
resignation by Employee;





D.  Termination for Good
Reason. If any of the following events occurs after the Effective Date,
the Employee may resign from his employment for Good Reason by giving written
notice of resignation within 60 days following such event:




(i) a material
reduction in the scope of the Employee's assigned duties and responsibilities
from those in effect under this Agreement on the Effective Date or the
assignment of duties or responsibilities that are inconsistent with the
Employee's status in the Company;




(ii)
the
failure by the Company to continue to provide the Employee with benefits
substantially similar to those specified in Section 5 of this Agreement, unless,
the Company deems it necessary to change such benefits in order to conform to
applicable law.




Any
written notice of resignation for Good Reason shall describe in reasonable
detail the circumstances believed to constitute Good Reason. Notwithstanding
Employee's provision of a notice of resignation for Good Reason, the Company has
a right to remedy or cure for a period of 30 days following its receipt of such
notice the circumstances described by the Employee as constituting Good Reason
and Employee's resignation shall become effective on the 31st day following
notice to the Company if the Company fails to remedy or cure the circumstances
constituting Good Reason within such 30-day period.










E.  Termination
by the Company with Cause, where “Cause” shall mean:
(i) final non-appealable adjudication that the Employee has committed a
felony; or (ii) the determination of the Board that Employee has engaged in
intentional misconduct or the gross neglect of his duties;,




F.  Termination
by the Company for any reason other than Cause.




Any
termination pursuant to subparagraph B, C, D, E or F of this Section shall be
communicated by a written notice (“Notice ofTermination”), such
notice to set forth with specificity the grounds for termination if termination
is for “Cause”. Employee’s employment under this Agreement shall be deemed to
have terminated as follows: (i) if Employee’s employment is terminated pursuant
to subparagraph A above, on the date of his death; (ii) if Employee’s employment
is terminated pursuant to subparagraph B, E or F above, on the date the Notice
of Termination is received by Employee; and (iii) if Employee’s employment is
terminated pursuant to subparagraph C above, thirty (30) days after the date on
which the Company receives Notice of Termination from Employee. The date on
which termination is deemed to have occurred pursuant to this paragraph is
hereinafter referred to as the “Date of
Termination” If the Notice of Termination is sent to Employee by
Company, then it shall be sent to Employee pursuant to the terms set forth in
Section 15 of this Agreement.




7.         PAYMENTS ON
TERMINATION. In the event that Employee’s employment is terminated
pursuant to Sections 6 above, the Company shall pay to Employee and or his
estate, (i) all of the Compensation Benefits Employee is entitled to through the
Date of Termination (ii) all benefits and other compensation, if any, due and
owing as of the Date of Termination, and (iii) any Severance Payments that the
Employee may be entitled to pursuant to Section 16.




8.         LIFE INSURANCE. If
requested by the Company, Employee shall submit to such physical examinations
and otherwise take such actions and execute and deliver such documents as may be
reasonably necessary to enable the Company to obtain life insurance on the life
of Employee for the benefit of the Company.




9.         REPRESENTATIONS AND
WARRANTIES. Employee represents and warrants to the Company that he is
under no contractual or other restriction or obligation that would prevent the
performance of his duties hereunder or interfere with the rights of the Company
hereunder.




10.         DISCLOSURE AND PROTECTION OF
CONFIDENTIAL INFORMATION.




A.  For
purposes of this Agreement, “Confidential
Information” means knowledge, information and material which is
proprietary to the Company, of which Employee may obtain knowledge or access
through or as a result of his employment by the Company (including information
conceived, originated, discovered or developed in whole or in part by Employee).
Confidential Information includes, but is not limited to, (i) technical
knowledge, information and material such as trade secrets, processes, formulas,
data, know-how, improvements, inventions, computer programs, drawings, patents,
and experimental and development work techniques, and (ii) marketing and
other information, such as supplier lists, customer lists, marketing and
business plans, business or technical needs of customers, consultants, licensees
or suppliers and their methods of doing business, arrangements with customers,
consultants, licensees or suppliers, manuals and personnel records or data.
Confidential Information also includes any information described above which the
Company obtains from another party and which the Company treats as proprietary
or designates as confidential, whether or not owned or developed by the Company.
Notwithstanding the foregoing, any information which is or becomes available to
the general public other than by breach of this Section 10 shall not constitute
Confidential Information for purposes of this Agreement.









B.  During
the period in which the Employee is employed by the Company and for two (2)
years thereafter, Employee agrees, to hold in confidence all Confidential
Information and not to use such information for Employee’s own benefit or to
reveal, report, publish, disclose or transfer, directly or indirectly, any
Confidential Information to any person or entity, or to utilize any Confidential
Information for any purpose, except in the course of Employee’s work for the
Company or as required by law.




C.  Employee
will abide by any and all policies and procedures, whether formal or informal,
that may from time to time be imposed by the Company for the protection of
Confidential Information, and will inform the Company of any defects in, or
improvements that could be made to, such policies and
procedures.




D.  Employee
will notify the Company in writing immediately upon receipt of any subpoena,
notice to produce, or other compulsory order or process of any court of law or
government agency which requires or may require the disclosure or other transfer
of Confidential Information.




E.  Upon
termination of Employee’s employment with the Company, Employee will deliver to
the Company or destroy (at Employee’s election) any and all records and tangible
property that contain Confidential Information that are in his possession or
under his control.




11.       COVENANT NOT TO
COMPETE.




A.  In
consideration for the Company entering into this Agreement, Employee covenants
and agrees that during the period in which the Employee is employed by the
Company and for one (1) year thereafter, Employee will not, without the express
prior written consent of the Company, directly or indirectly, compete with the
business of the Company anywhere within the United States of America or the
Peoples Republic of China. Employee will not undertake any activities that are
competitive with or acquire interests in an entity which is competitive with the
business of the Company, whether alone, as a partner, or as an officer,
director, Employee, independent contractor, consultant or shareholder holding 5%
or more of the outstanding voting stock of any other corporation, or as a
trustee, fiduciary or other representative of any other person or
entity.









B.  During
the period in which the Employee is employed by the Company and for one (1) year
thereafter, Employee will not, directly or indirectly, solicit or induce any
Employee of the Company or any Employee of a subsidiary of the Company to leave
him or his employment, or solicit or induce any consultant or independent
contractor to sever that person’s relationship with the Company.




C.  If
any court shall determine that the duration or geographical limit of any
covenant contained in this Section 11 is unenforceable, it is the intention of
the parties that covenant shall not be terminated but shall be deemed amended to
the extent required to render it valid and enforceable, such amendment to apply
only in the jurisdiction of the court that has made such
adjudication.





D.  Employee
acknowledges and agrees that (i) the covenants contained in Sections 10 and 11
hereof are of the essence in this Agreement and that such covenants are
reasonable and necessary to protect and preserve the interests, properties, and
business of the Company, and (ii) irreparable loss and damage will be suffered
by the Company should Employee breach any of such covenants.





12.       AVAILABILITY OF INJUNCTIVE
RELIEF. Employee acknowledges and agrees that any breach by him of the
provisions of Sections 10 or 11 hereof will cause the Company irreparable injury
and damage for which it cannot be adequately compensated in damages. Employee
therefore expressly agrees that the Company shall be entitled to seek injunctive
and/or other equitable relief, on a temporary or permanent basis to prevent an
anticipatory or continuing breach of this Agreement. Nothing herein shall be
construed as a waiver by the Company of any right it may have or hereafter
acquired to monetary damages by reason of any injury to its property, business
or reputation or otherwise arising out of any wrongful act or omission of
it.




13.       SURVIVAL. The
covenants, agreements, representations and warranties contained in or made
pursuant to this Agreement shall survive Employee’s termination of employment,
irrespective of any investigation made by or on behalf of any
party.




14.       MODIFICATION. This
Agreement sets forth the entire understanding of the parties with respect to the
subject matter hereof, supersedes all existing agreements between them
concerning such subject matter, and may be modified only by a written instrument
duly executed by each party.









15.       NOTICES. Any notice
required or permitted hereunder shall be deemed validly given if delivered by
hand, verified overnight delivery, or by first class, certified mail to the
following addresses (or to such other address as the addressee shall notify in
writing to the other party):




If
      to Employee
            Ben
      WangIf
      to the Company:
            11
      Youquan Road, Zhanqian Street, Jinzhou DistrictDalian,
      China 116100




16.      SEVERANCE UPON TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON. If, during the Term, Company terminates
Employee's employment with the Company and its subsidiaries for any reason other
than for Cause or Employee's death or disability, or Employee terminates his
employment for Good Reason (not including Company's or Employee's non-renewal of
the Term) and Employee executes and delivers to the Company a valid and
effective release of all claims against the Company and its affiliates in a form
and format as prepared and provided by the Company, the Employee shall be
entitled to receive (i) a lump sum cash payment in the amount of any accrued and
unpaid salary as of his date of termination, (ii) a lump sum cash payment equal
to any accrued and unpaid bonus for any prior fiscal year, (iii) a lump sum cash
payment equal to the pro rata amount of any bonus payable with respect to the
fiscal year in which termination occurs (such pro rata amount determined by
multiplying the bonus that would have been paid for the full fiscal year had the
Employee continued to render service to the Company as of the last day of the
fiscal year multiplied by a ratio, the numerator of which is the number of days
since the beginning of the fiscal year until the date of termination and the
denominator of which is 365), (iv) an amount equal to the sum of (a) 50% of his
then current annual base salary and (b) 50% of the average annual cash bonus
payments paid by the Company to the Employee during the current year of the
Company, and such sum shall be payable in six (6) substantially equal monthly
payments; provided that each payment is intended to constitute a separate
payment within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended ("Code"). Further, the Company shall continue the medical and life
insurance benefits which Employee was receiving on the date of his termination,
with any related costs to be paid by Employee being no more than what Employee
had been paying prior to the date of termination, for a period of six (6) months
after the date of his termination; provided such continued coverage shall end on
the date Employee has commenced employment elsewhere and becomes eligible for
participation in a similar type of benefit program of his successor
employer.





17.       WAIVER. Any waiver by
either party of a breach of any provision of this Agreement shall not operate as
or be construed to be a waiver of any other breach of such provision or of any
breach of any other provision of this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on one or more
occasions shall not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of
this Agreement. All waivers must be in writing.




18.       BINDING EFFECT. The
Company’s rights and obligations under this Agreement shall not be transferable
by assignment or otherwise, and any attempt to do any of the foregoing shall be
void. The provisions of this Agreement shall be binding upon the Employee and
his heirs and personal representatives, and shall be binding upon and inure to
the benefit of the Company, its successors and assigns.




19.       HEADINGS. The
headings in this Agreement are solely for convenience of reference and shall be
given no effect in the construction or interpretation of this
Agreement.









20.       GOVERNING LAW.. The validity,
construction and enforcement of, and the remedies under, this Agreement shall be
governed in accordance with the laws of the State of New York, without giving
effect to any choice of laws principles.




21.       INVALIDITY. The
invalidity or unenforceability of any term of this Agreement shall not
invalidate, make unenforceable or otherwise affect any other term of this
Agreement, which shall remain in full force and effect.




22.       ATTORNEYS’FEES. Except for any
disputes arising pursuant to Section 16 of this Agreement, if any dispute or
litigation arises hereunder between any of the parties hereto, then the
prevailing party shall be entitled to all reasonable costs and expenses incurred
by it in connection therewith (including, without limitation, all
reasonable attorneys’ fees and costs incurred before and at any trial or other
proceeding and at all tribunal levels), as well as all other relief granted in
any suit or other proceeding. As used herein, a party shall be deemed
“prevailing” when it recovers (i) as to a damage claim, an aggregate of more
than fifty percent (50%) of the damages which it seeks among its various
asserted claims exclusive of interest, attorney’s fees, costs incurred and
exemplary damages and (ii) as to an equity claim, substantial injunctive or
other equitable relief upon its asserted claim. Either of the parties herein
shall be entitled to request the trier of fact in any dispute, litigation or
arbitration between them, to determine which of the parties is
“prevailing”.









WITNESS
WHEREOF, the parties have executed this Agreement as of the date first
hereinabove written.





RINO
International Corporation, a Nevada corporation







Zou Dejun


Name




/s/Zou Dejun


Signature




Chief
Executive
Officer


Title






Employee




Ben
Wang




Ben Wang


Name




/s/Ben Wang


Signature