Exhibit 10.38


 


Employment Agreement


 


(English Translation)


 


Party
A (The employer) 

Zhejiang Great Shengda Packing Co., Ltd.

Registered Address

No. 2, Beitang Road, Economic and Technology Development Zone, Xiaoshan
District, Hangzhou, 

Zhejiang Province, China


 


Party
B (The emplyee) 

Name Congyi Fang


 


According
to “The People’s Republic of China Labor Law,” “The People’s Republic of China
Labor Contract Law” and other relevant laws and regulations, and the two sides
agreed on equal and voluntary basis, by consensus, the signing of the labor
contract (hereinafter referred to in this contract) in order to abide by all
the terms of this contract.


 


Term One Contract type and time limit


 


Party
A and Party B sign labor contract during the time period of 2. 

          1. Fixed-term
contract

          Duration of the
contract is from
                          
to                           .
And from
                          to
                          is
probation period. 

     (1) During the probation period, if Party B is
found not to meet the recruitment conditions, Party A may immediately terminate
this contract. 

     (2) Party A, can shorten or extend the probation
period according to the performance of Party B with a written confirmation that
both sides agreed. At the same time the probation period will not exceed the
scope of the relevant provisions of national law. 

     (3) When fixed-term contract expires, the labor
relations between the two sides are naturally terminated. The two sides may
renew the labor contract, but the contract should be signed one month before
the original labor contract expired. 

     2. Non fixed-term contract, since Nov 22th, 2004
to the date of the termination of the contract terms of the contract
arise. 

     Term Two Job
and Job duties 

     1. Party A arranges Party B work as
Vice President and General Manager of Marketing or other similar positions.
Party B must conscientiously perform his/her job duties at work on time, in
ensuring quality completion of tasks. 

     2. Party A has the right to adjust Party B’s
work, workplace and job scope, according to production and operation needs and
the capacity, health status and performance of Party B have the right to,
workplace and job scope. Before doing that, Party A should consult with Party
B, and Party B must be subordinate to the work adjustment according to mutual
agreement,. 

     3. Party B committed to Party A that during
his/her tenure, without Party A’s prior written consent, Party B shall not in
any way, directly or indirectly be employed full-time or part-time to engage in
any other form of work, including but not limited to advisory and other
business activities. During the contract period, Party B shall not participate
in or help other economic organizations engaging in business activities that
constitutes a competition to Party A. Any person who contravenes this
provision, Party A has the right to act according to “non-compete agreement”.


 

















 


4.
Through the performance appraisal system for managers at all levels and the Human
Resources Department Party A appraises Party B’s work on team performance and
individual performance quarterly and annually in written. The assessment
results will be one of the bases for promotion, demotion, salary increases
reduction, transfer, punishment and dismissal.


 


Term Three Working hours 

     1. With the approval of the competent
administrative departments of labor security, working hours every day is set by
Party A calculates working hours according to actual situation of production.
Working hours every day is set by Party A

     2. Party B enjoys the statutory provisions of
state holidays, marriage, funeral home, family planning, home leave, paid
holidays.


 


Term Four Labor protection and labor discipline 

     1. Party A in accordance with national
laws and the protection, Environmental Protection Act and other regulations to
ensure that Party B is not in the personal safety and health hazards
conditions. 

     2. Party A should provide education and training
to Party B on laws and regulations, professional ethics, labor safety and
health, corporate regulations, etc., based on business and operational
needs. 

     3. Party B should abide by the law, and the rules and
regulations of Party A , build a good work ethic, and spiritual masters, safeguard
corporate interests, keep company’s business secrets, and protect company
property. 

     4. Party B should fully handle the work skills,
complete tasks actively in accordance with Party A’s needs, and accept Party A’s
functional department’s relevant inspection, assessment, reward and
punishment. 

     5. If Party B and violates discipline rules and
regulations of Party A, Party A may reward or punish with criticism, education,
punishment, until the termination of the labor contract. 

     6. Party B shall comply with Party A’s policy
stipulated in accordance with the law system including administrative,
personnel, finance and business, and other rules and regulations, and
subject to Party A’s management leadership. Party A’s any official issued regulations,
requirements and notice is supplement to this contract and for both sides to
comply with. Party A will be reward or punish Party B according to the relevant
policy and Party B’s performance.


 


Term Five Remuneration 

     1. Party A assesses the wage amount
monthly under the current wage system, to ensure that it is not less than the
local monthly minimum wage level. As a citizens of the Republic of China, Party
B has the obligation to pay personal income tax. In accordance with the
Government’s requirement, Party A deduct the withholding from Party B’s monthly
salary and pay to the local tax authorities and social insurance institutions
Party B’s personal income tax and social welfare insurance on his/her
behalf. 

     2. Party A is entitled to adjust the pay system
according to Party A’s operating performance, talent market conditions, and
Party B’s job performance and ability, when Party A’s new pay system is carried
out, out the work content of Party B changes, after negotiated to consensus,
the remuneration is to be adjusted according to Party A’s policy. 

     3. Party A’s pay day is on the 28th every month,
after the implementation of work, during holidays salary may be paid in advance
as appropriate. 

     4. If Party B has outstanding contributions in
his/her work and special achievements, Party A may give a certain degree of
moral encouragement and material reward. According to Party B’s the work
result, and other discipline issues, Party A may punish in accordance with
national laws, regulations and relevant rules and regulations within the
company.


 


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     5.
End of each year, Party A has the right to pay Party B annual bonus according
to Party B’s last year work performance, and comprehensive performance
assessment results


 


Term Six Labor insurance and welfare benefits 

     1. Party A pays on behalf of Party B on
schedule for the payment of pension and other social insurance in accordance
with national and local relevant provisions. 

     2. Party B’s work related injury, occupational
diseases, family planning, illness and non work-related injury which incurs
expenses, is enforced according to relevant state regulations.


 


Term Seven Lift of the labor contract and agreement on
not lifting the contract 

     1. By mutual agreement, labor contract
may be lifted. 

     2. Party B has one of the following
circumstances, Party A may immediately terminate the contract. 

        (1) When on probation, found
not complying with the conditions employed; 

        (2) Serious violation of labor
discipline or the rules and regulations of Party A; 

        (3) Serious dereliction of
duty, fraud, which cause significant harm to the interests of Party A ; 

        (4) Be held criminally
responsible, or reeducation through labor; 

        (5) In the pre-recruitment
period, Party B conceal, misrepresent his/her work experience, inspections,
background and past history of criminal, law and order punishment through the
provision of false academic degrees or certificates, inspection certificates
and other false materials. 

     3. In one of the following circumstances, Party A
may discharge the labor contract, but it should be 30 days in advance written
notice to Party B: 

        (1) Party B ill or injured by
reason of the work, and can not take the original work after health care and
can not engage in the work arranged by Party A; 

        (2) Party B can not do the
work, and after training or adjustment to work, still not competent to
work; 

        (3) The objective basis of the
labor contract change significantly, resulting in the original labor contract
can not perform, after consultations, the parties can not reach consensus on
the labor contract agreement. 

        (4) Party A is about to
bankrupt or has serious difficulties in production and operation, and where
reductions in personnel. 

     4. One of the following circumstances, Party B
can notify Party A the dissolution of the labor contract; 

        (1) During the probationary
period, and required to inform the company three days in advance; 

        (2) Party A violently or
illegally restrict Party B’s personal freedom and force Party B to work; 

        (3) Party A is not in
accordance with the labor contract to pay labor remuneration or provide working
conditions 

        (4) Party B have to resign
because of other reasons, written notice to Party A is required 30 days in
advance. 

     Upon receipt of Party B’s written notice of
dissolution of the labor contract, Party A should start the withdrawal procedures.
However, Party B has not yet disposed of the economic losses caused by or
because of other problems being the period under review to Party A is except in
the case. 

     5. Party B has one of the following
circumstances, Party A shall not be free to discharge the labor contract; 

        (1) Workers whose operations
involve exposure to occupational hazards have not done pre-job or occupational
health examination or during medical observation period in the diagnosis of
patients suspected of occupational disease; 

        (2) In this job period
suffering from occupational disease, or injury at work and is confirmed loss or
partial loss of working capacity; 

        (3) Illness or non-work related
injury is the prescribed medical treatment period; 

        (4) Female staff during
pregnancy, childbirth, breast-feeding period;


 


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(5) Worked continuously for Party A for fifteen years, and less than five
years away from the statutory retirement age; 

        (6) Other circumstances
according to laws and administrative regulations and; 

     6. Economic compensation for lifting of the the
labor contract, according to the “Labor Contract” executed or Party A and Party
B consensus, confirmed in writing. 

     7. On termination or dissolution of this
contract, Party B should be return provided for the transfer of Party A during
the period of its use of all of Party A’s property obtained in connection with
Party A or its affiliated companies during his/her tenure including
business-related memoranda, notes, records, papers, reports, manuals, drawings,
blueprints, designs, and other documents (including copies of), including but
not limited to the following items: part or all of the equipment, software,
office keys, parking cards and Party A’s confidential proprietary information,
(these information including written information, or other form, including
photocopy). All of the above documents are a permanent part of Party A or its
affiliates for all, Party B can not exercise any rights to them. If Party B
violates the terms of the agreement, Party A has the right to request Party B
to compensate for actual losses, while preserving a request for legal
protection.


 


Term Eight Responsibility for breach of labor contract 

     1. During the period of this contract,
for training that resources provided by Party A (with a certificate of currency
of payment), the specific implementation shall prevail according to the “training
agreement”, signed by two sides. 

     2. Use rights and ownership of inventions or work
results that Party B derived using Party A’s equipment, information, time,
venue etc. belong to Party A, Party B has no right for these use rights and
ownership, otherwise, Party B shall bear the corresponding responsibility and
the corresponding amount of compensation. 

     3. Party B shall not be disclosed to any person
or entity or discuss Party A’s business and technology secrets, or any other
information of Party A, during the contract period and within two years after
separation, without the written consent of Party A, and, if violated, Party A
reserves the right to hold Party B responsible. The concrete implementation of
approaches to the two sides signed a “non-compete agreement” shall prevail.


 


Term Nine Labor Disputes


 


1.
When labor disputes occur while fulfilling this contract because of dismissal,
removal, etc., the two sides should solve through consultation. 

     2. If the two sides can not negotiate to the
payment, either party can resort to the local labor dispute arbitration
committee for arbitration. If not satisfied with the arbitration, either party
may resort to Party A’s local court within 15 days on receipt the arbitration
award.


 


Term Ten Others 

     1. The “Shengda Group labor management systems”
which the employee congress discussed and adopted are the main accessories of
this contract, its effectiveness is the same with the contract. 

     2. This contract, in duplicate, both sides have a
copy of signed and sealed by the parties with the same legal effect 

     3. Matters relating to this contract, which are
not entirely stated, should be resolved according to “The People’s Republic of
China Labor Law,” “The People’s Republic of China Labor Contract Law” and the
Party A’s relevant regulations. 

     4. The terms of the contract, if contradict the
national laws, regulations and policy, the national regulations and policies
shall prevail.


 


	
  Party A (Seal):

  	
  Party B (Signature):

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature of the representative:

  	
   

  
	
   

  	
   

  



 


Date:
Nov 22th, 2004


 


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