Yayi International Inc.: Exhibit 10.45 - Filed by newsfilecorp.com






Exhibit 10.45

English Translation of Employment Agreement


EMPLOYMENT AGREEMENT, dated on May 21, 2009, is hereby entered
into by and between Fung Shek, a Hong Kong citizen with an identification number
of E750805(4) (the “Executive”) and Tianjin Yayi Industrial Co., Ltd. with the
executive offices at 9 Xing Guang Road, Zhong Bei Industrial Zone, Xi Qing
District, Tianjin, China (the “Company”). 

WHEREAS, the Company believes that the Executive is able to
provide unique management services for the Company, the Company’s controlling
parent company Yayi International Inc. which has been publicly traded (“Yayi
International”) and their subsidiaries and affiliates (Under this Agreement,
Yayi International and its subsidiaries and affiliated companies are
collectively called “Yayi Group”) and intends to retain the Executive as Yayi
Group’s Vice President. 

WHEREAS, the Company and the Executive have reached an
Agreement in writing and provided for the employment of the Executive by Yayi
Group on the terms set forth herein. 

IT IS AGREED:



	1. 	
      Employment, Duties and Representations

	 	 	 
	1.1 	
      Effective as of June, 1, 2009 the Company hereby agrees
      to offer the employment of Vice President (“VP”) to the Executive and the
      Executive hereby accepts such employment subject to the terms and
      conditions set forth in this Agreement. During the term of this Agreement,
      the Executive shall make herself available to the Yayi Group to pursue its
      business, subject to the supervision and direction of the Board of
      Directors of the Company and Yayi International Inc.

	 	 	 
	1.2 	
      The Company will employ the Executive as Yayi Group’s VP
      full time. The Executive shall not accept any other employment (full
      time/part time) that is not related to this position. The scope and
      responsibilities of the VP shall include the following businesses for Yayi
      Group:

	 	 	 
		a. 	
      To assist CEO in making decisions of all major operating
      activities, including financial, business direction, the increase and
      decrease of the business scope of, etc.

	 	 	 
		b. 	
      To assist CEO in participating in the decision-making and
      execute the resolutions of the board of directors.

	 	 	 
		c. 	
      To assist CEO in hosting the routine business
      activities.

	 	 	 
		d. 	
      To assist CEO in signing contracts or processing
      business.

	 	 	 
		e 	
      To appoint or remove senior management of the
    company.

	 	 	 
		f. 	
      To submit periodical reports of business and annual
      reports to the board of directors.

	 	 	 
	2. 	
      Compensation and Benefits

	 	 	 
	2.1 	
      Cash Compensation












The Company shall pay to the Executive an annual salary of RMB 350,000 pre tax which will be paid on a monthly basis, i.e. the monthly salary shall be RMB 29,166.67.  The annual salary is comprised of base salary, housing, transportation and meals.
During the employment, except for written statements given in advance, the salary shall be paid on a monthly basis. The pay date shall be the 18th of next month. If such date falls into a national holiday, such payment shall be made on
the first working date after such holidays.

	
2.2 		
Insurance and Welfare

	
	 	 
	
2.2.1 		
During the Agreement term, both Parties shall contribute various social security funds, such as pension, unemployment and work accidents as required by state, provincial and municipal regulations. Meanwhile, the Company shall
periodically notify the Executive of the status for the contribution of social insurance funds.

	
	 	 
	
2.2.2 		
The Company shall provide “Five Periods” work-related welfare (period, pregnancy, birth, lactation and menopause) for female employees and medical treatment shall the Executive abides by the “One Family One
Child” policy in accordance with regulations on the state, provincial and municipal level.

	
	 	 
	
2.2.3 		
In the event the Executive suffers any disease or work-related injuries during the contract term, the salary for her sick leaves, disease relief fees and other fees for medical treatment provided shall be implemented according to
the standard not lower than the State, provincial and municipal mandatory standards.

	
	 	 
	
2.2.4 		
In the event of the Executive’s demise, whether it is work-related, such relevant compensations shall be paid by the social security or the Company respectively in accordance with regulations as stipulated by the State or the
municipality thereof.

	
	 	 
	
2.2.5 		
During the period which the Company stops operation and production due to reasons not attributable to the Executive, benefits for various leaves, social insurance and medical treatment entitled to the Executive in accordance with
regulations as stipulated by the State shall remain unchanged.

	
	 	 
	
2.2.6 		
The employee has 14 days paid annual leave to serve the company in the position of VP.

	
	 	 
	
2.2.7 		
Other social welfares and benefits which the Executive may enjoy shall be implemented in accordance with the rules and regulations promulgated by the Company according to laws and regulations.

	
	 	 
	
2.3 		
The Executive shall pay individual taxes pursuant to regulations of the competent tax authorities, and the Company shall deduct a corresponding amount from the monthly salary of the Executive and pay such amount on behalf of the
latter to the relevant tax authorities.

	
	 	 
	
3. 		
Term and Termination

	
	 	 
	
3.1 		
The term of this Agreement is for a period of 3 years, beginning on June 1, 2009 and terminating on June 30, 2012.

	








If neither Party notifies the other Party regarding termination
of the Agreement 30 days before such expires, this Agreement shall be extended
for another 3 years automatically. 

	3.2 	The Executive, by notice to the Company 30 days in
      advance, may terminate this Agreement if one of following with respect to
      the Company occurs: 
	 	 
	(1) 	
      Failure to provide work protection or conditions as
      agreed to in this Agreement;

	 	 
	(2) 	
      Failure to pay compensation or reimbursement in full and
      on time;

	 	 
	(3) 	
      Failure to contribute social insurance fees on behalf of
      the Executive;

	 	 
	(4) 	
      Establishing regulations in violation of laws and
      regulations which are detrimental to the Executive;

	 	 
	(5) 	
      Liquidation, bankruptcy or other events that would
      entitle the Executive to terminate the Agreement as stated by laws and
      regulations.



If the Company coerces the Executive to perform through
violence, threat or other illegal and restraining method, or directs the
Executive to work under conditions that are in violation of relevant regulations
and detrimental to the Executive’s personal safety, the Latter is entitled to
terminate the Agreement immediately without any advanced notice to the Company.


	3.3 	The Company may terminate the agreement immediately
      without paying any compensation if one of the following with respect to
      Executive occurs. 
	 	 
	(1) 	
      proved to be not qualified for this position during the
      probation period;

	 	 
	(2) 	
      materially breaching Yayi Group’s rules and regulations
      and the refusal to carry out the written instructions by the Board of
      Directors of Yayi International;

	 	 
	(3) 	
      intentional fraud and dishonest actions by the Executive
      (“dishonest" shall mean the Executive's knowingly making of a material
      misstatement to the Board of Directors for the purpose of obtaining direct
      personal benefit);

	 	 
	(4) 	
      establishing an employment relationship during the term
      of this Agreement by the Executive with another company, causing negative
      impact on the process of completing the duties stated herein under this
      Agreement or refusing to remediate the damages after being requested by
      the Company;

	 	 
	(5) 	
      conviction of any crime by the
Executive



	 	 
	 	 
	3.4 	The Company, by written notice to the Executive 30 days
      in advance or paying an extra month salary to the Executive, may terminate
      the agreement if one the following with respect to Executive occurs.

	 	 
	(1) 	
      Failure to conduct the original work or the work assigned
      alternatively by the Company after the medical treatment period resulted
      from an illness or non-work related injuries;

	 	 
	(2) 	
      Incompetent for the work even after additional training
      procedures or being assigned to another position;

	 	 
	(3) 	
      Conditions based upon which this Agreement is signed have
      materially changed which make it impracticable to perform, and after
      negotiations between the Company and the Executive no agreement as to
      modification of this Agreement can be reached.

	 	 







	 	 
	4. 	Confidential Information and
  Non-compete


The Executive agrees to enter into a separate standard
“Confidentiality, Non-compete and Intellectual Property Agreement” with the
Company and fulfill her obligations thereof. 

	5. 	 Liability for Breach


If either Party to this Agreement is under any of the following
circumstances, the Party shall be liable for breach of the Agreement: 

	(a) 	
      The Company violates the provisions of the Agreement and
      unilaterally terminate this Agreement, unless otherwise provided by this
      Agreement;

	 	 
	(b) 	
      The Executive resigns without consent from the
      Company.



Either Party in breach of this Agreement shall pay the other
Party damages. The standard damages shall be equal to twice of the salary the
Executive has actually received in the month prior to the date of breach. 

If the damages as provided above are insufficient to cover
losses incurred by the other Party, the breaching Party shall compensate the
other Party for the actual loss caused by such breach. 

The Executive warrants (1) that all the relevant information
she provides to the Company, including without limitations her identification,
address, academic credentials, work experiences and professional skills are true
and accurate; (2) that, by working for the Company and by entering into this
Agreement with the Company, the Executive does not violate any agreement on
confidentiality or non-competition entered into with her previous employer or
any other company or individual. If the Executive breaches this warranty, the
Company has the right to rescind this Agreement and demand that the Executive
compensate the Company for any losses due to such breach. 

	6. 	
      Miscellaneous Provisions

	 	 
	6.1 	
      All notices provided for in this Agreement shall be in
      writing, and shall be deemed to have been duly given when delivered
      personally to the party to receive the same, when transmitted by
      electronic means, or when mailed first class postage prepared, by
      certified mail, return receipt requested, addressed to the party to
      receive the same at his/her or its address set forth below, or such other
      address as the party to receive the same shall have specified by written
      notice given in the manner provided for in this Article 6.1. All notices
      shall be deemed to have been given as of the date of personal delivery,
      transmittal or mailing thereof. 



If to the Executive:
Address: 


If to the Company: 
Address: D1-4, Xinmao Technology Zone,
Huayuan Industrial Park, 16 Rongyuan Road, Nankai District, 
Tianjin, China.
Zip code: 300384 
Telephone: +8622 5859 8970 




	 	
       
	6.2	
In the event of any claims, litigation or other proceedings
arising under this Agreement (including, among others, arbitration under Article
3.4), the Executive shall be reimbursed by the Company within thirty (30) days
after delivery to the Company of statements for the costs incurred by the
Executive in connection with the analysis, defense and prosecution thereof,
including reasonable attorneys' fees and expenses; provided, however, that
Executive shall reimburse the Company for all such costs if it is determined by
a non-appealable final decision of a court of law that the Executive acted in
bad faith with the intent to cause material damage to the Company in connection
with any such claim, litigation or proceeding. 

    
	 	
       
	6.3	
      The Company, shall to the fullest extent permitted by law, indemnify the
      Executive for any liability, damages, losses, costs and expenses arising
      out of alleged or actual claims (collectively, "Claims") made against the
      Executive for any actions or omissions as an officer and/or director of
      the Company or its subsidiary. To the extent that the Company obtains
      director and officers insurance coverage for any period in which the
      Executive was an officer, director or consultant to the Company, the
      Executive shall be a named insured and shall be entitled to coverage
      thereunder. 
	 	
       
	6.4 	
      All questions with respect to the construction of this Agreement, and the
      rights and obligations of the parties hereunder, shall be determined in
      accordance with the laws of China applicable to agreements made and to be
      performed entirely in Tianjin, China. 


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

Signed by:


/s/ Liu Li 
Director/CEO


Signed by:


/s/ Fung Shek