Employment Contract –
Chunbin Yang

     

    BETWEEN: Haiwang Resources & Technology
Ltd., a company legally incorporated under the laws of People’s Republic
of China, having a mailing address at No. 24, Lesperance, Providence
Industrial Estate, MAHE Seychelles, acting and represented herein by Mr. Yang Chunbin, chairman of
the board, declaring duly authorized, (hereinafter called
“Haiwang”)

     

    AND: Mr. Yang Chunbin,
residing at Haiwang  Garden, Tongting Street, Hanting District,
Shandong Weifang, (hereinafter called the “Yang Chunbin”)

     

    (Haiwang
and Yang Chunbin hereinafter collectively called “Parties”)

     

    1.
PREAMBLE

     

    The
preamble is an integral part of this contract.

     

    WHEREAS,
Haiwang requires the services of Yang Chunbin as President and CEO;

     

    WHEREAS,
Yang Chunbin agreed to provide Haiwang his full-time services as President and
CEO;

     

    WHEREAS
the parties wish to confirm their agreement in writing;

     

    WHEREAS
the parties have the capacity and quality of exercise all the rights necessary
for the conclusion and implementation of the agreement found in this
contract;

     

    THEREFORE
THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

     

    2.
PURPOSE

     

    2.1
Services

     

    Yang
Chunbin agrees to assume full-time for Haiwang (minimum of forty (40) hours
per week) the role of president
and CEO during the entire duration of the contract;

     

    2.2
Term

     

    This
contract is for an initial term of 36 months, renewable for an additional period
of 24 months unless either party terminates it in writing at least three
(3) months before the expiration of the initial term;

    


    3.
CONSIDERATION

     

    3.1
Service Awards

     

    In
consideration of the provision of services, Haiwang to pay Yang Chunbin, as
compensation;

     

    The gross
amount is $28,125( RMB 180,000) annually.

     

    The base
compensation is calculated at the rate of twelve (12) equal monthly
installments consecutively of $2,340 (RMB15,000) each, less withholding
taxes applicable.

     

    3.2
Expenditure incurred

     

    Haiwang
will reimburse Yang Chunbin all reasonable expenses incurred in connection with
this Agreement, upon presentation of appropriate documentation;

     

    3.3
Terms and conditions of payment

     

    3.3.1 The
price payable by Haiwang to Yang Chunbin is as follows:

     

    3.3.2 The
sum of $2,340 (RMB15,000) on the 10th of each
month from November 1st,
2010.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    3.3.3
Expenses will be reimbursed on presentation of an expense account on the 24th of
each month.

     

    4.
SPECIAL PROVISIONS

     

    4.1
Obligations of Haiwang

     

    Haiwang
agrees and undertakes to Yang Chunbin as follows:

     

    Haiwang
to bring Yang Chunbin collaboration and will provide information necessary to
ensure the full and faithful discharge of services to be rendered;

    


    4.2
Obligation to Yang Chunbin

     

    Yang
Chunbin agrees and undertakes to Haiwang to the following: The services must be
made full time in a professional manner, according to the rules generally
accepted by industry.

     

    4.3
Commitment to confidentiality and nondisclosure

     

    Yang
Chunbin recognizes that certain disclosures to be provided by Haiwang have or
may have considerable strategic importance, and therefore represent trade
secrets for purposes of this contract. During the term of this Contract and for
a period of 36 months following the end of it, Yang Chunbin is committed to
Haiwang to:

     

    a) keep
confidential and not disclose the information;

     

    b) take
and implement all appropriate measures to protect the confidentiality of the
information;

     

    c) not
disclose, transmit, exploit or otherwise use for its own account or for others,
elements of information;

     

    4.4
Exclusivity of service provider

     

    During
the term of this Contract and for a period of 24 months following the end of it,
Yang Chunbin is committed to Haiwang not render services to or for direct or
indirect competitors of Haiwang.

     

    4.5
Responsibilities

     

    4.5.1
Board Administration and Support — Supports operations and administration of
Board by advising and informing Board members, interfacing between Board and
staff, and supporting Board’s evaluation of chief executive

     

    4.5.2
Program, Product and Service Delivery: Oversees design, marketing, promotion,
delivery and quality of programs, products and services

     

    4.5.3
Financial, Tax, Risk and Facilities Management: Recommends yearly budget for
Board approval and prudently manages organization’s resources within those
budget guidelines according to current laws and regulations

     

    4.5.4
Human Resource Management: Effectively manages the human resources of the
organization according to authorized personnel policies and procedures that
fully conform to current laws and regulations.

     

    4.5.5
Community and Public Relations: Assures the organization and its mission,
programs, products and services are consistently presented in strong, positive
image to relevant stakeholders.

    


    4.5.6
Fundraising (nonprofit-specific): Oversees fundraising planning and
implementation, including identifying resource requirements, researching funding
sources, establishing strategies to approach funders, submitting proposals and
administrating fundraising records and documentation

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.6
Relationship between the parties

     

    Neither
party may bind the other in any way whatsoever to anyone, except in accordance
with the provisions of this contract.

     

    4.7
Representations and Warranties Yang Chunbin

     

    Yang
Chunbin represents and warrants to Haiwang that:

     

    a) He has
the capacity required to undertake under this contract, such capacity was not
limited by any commitment to another person;

     

    b) He has
the expertise and experience required to execute and complete the its
obligations under this contract;

     

    c) He
will make services efficient and professional manner, according to the rules
generally accepted by industry;

     

    4.8
Termination of Contract

     

    Either
party may terminate this contract at any time, upon presentation of a 30 days
notice given to the other party. Amounts due and options purchases of shares
will be delivered when calculated on a pro-rata to the time elapsed since the
last payment or the last delivery of stock options.

     

    5.
GENERAL PROVISIONS

     

    Unless
specific provision to the contrary in this Agreement, the following provisions
apply.

     

    5.1
Force Majeure

     

    Neither
party can be considered in default under this contract if the performance of its
obligations in whole or in part is delayed or prevented by following a force
majeure situation. Force majeure is an external event, unforeseeable,
irresistible and it absolutely impossible to fulfill an obligation.

     

    5.2
Severability

     

    The
possible illegality or invalidity of an article, a paragraph or provision (or
part of an article, a paragraph or provision) does not in any way affect the
legality of other items, paragraphs or provisions of this contract, nor the rest
of this article, this paragraph or provision unless a contrary intention is
evident in the text.

    


    5.3
Notices

     

    Any
notice to a party is deemed to have been validly given if in writing and sent by
registered or certified mail, by bailiff or by courier to such party at the
address listed at the beginning of this contract or any other address that the
party may indicate a similar notice to another party. A copy of any notice sent
by mail must be sent by one mode of delivery mentioned above.

     

    5.4
Titles

     

    The
headings used in this contract are only for reference and convenience only. They
do not affect the meaning or scope of the provisions they
designate.

     

    5.5
No Waiver

     

    The
inertia, neglect or delay by any party to exercise any right or remedy under
this Agreement shall in no way be construed as a waiver of such right or
remedy.

     

    5.6
Rights cumulative and not alternative

     

    All the
rights mentioned in this Agreement are cumulative and not alternative. The
waiver of a right should not be construed as a waiver of any other
right.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.7
Totality and entire agreement

     

    This
contract represents the full and entire agreement between the parties. No
statement, representation, promise or condition not contained in this agreement
can and should be allowed to contradict, modify or affect in any manner
whatsoever the terms thereof.

     

    5.8
Contract Amendment

     

    This
contract may be amended only by a writing signed by all parties.

     

    5.9
Gender and Number

     

    All words
and terms used in this agreement shall be interpreted as including the masculine
and feminine and singular and plural as the context or meaning of this
contract.

     

    5.10
Assignable

     

    Neither
party may assign or otherwise transfer to any third party or of his rights in
this contract without the prior written permission of the other party to that
effect.

    


    5.11
Computation of time

     

    In
computing any period fixed by the contract:

     

    a) the
day that marks the starting point is not counted, but the terminal
is;

     

    b)
non-juridical days (Saturdays, Sundays and holidays) are counted;

     

    c) when
the last day is not legal, the deadline is extended to the next juridical
day.

     

    5.12
Currencies

     

    All sums
of money under this contract refer to US Dollars.

     

    5.13
Applicable Laws

     

    This
contract is subject to the laws of the People’s Republic of China.

     

    5.14
Election of domicile

     

    The
parties agree to elect domicile in the judicial district of Shandong Province,
China, and chose it as the appropriate district to hear any claim arising from
the interpretation, application, and performance, the entry into force, validity
and effect of this contract.

     

    5.15
Copies

     

    When
initialed and signed by all parties, each copy of this contract shall be deemed
an original, but these examples do not reflect all one and the same
agreement.

     

    5.16
Scope of Contract

     

    This
contract binds the parties and their successors, heirs and assigns,
respectively.

     

    5.17
Solidarity

     

    If a
party consists of two or more persons, they are forced and severally liable to
the other party.

     

    5.18
Time is of Essence

     

    If a
party must fulfill an obligation under this contract within a specified time,
the passage of time will effectively be part of this notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    6.
EFFECTIVE DATE OF CONTRACT

     

    This
Agreement shall enter into force Nov. 1st,
2010

     

    SIGNED BY
THREE (3) copies,

     

    IN THE
CITY OF WEIFANG, SHANDONG PROVINCE,

    DATED
Nov.1st,
2010

        

    
    

    
      
        
          	
                  Haiwang
      Resources & Technology Ltd

                
	 
      
	
                  /s/ Haiwang Resources & Technology
      Ltd

                
	 
      
	
                  Yang
      Chunbin

                
	 
      
	
                  /s/ Yang
Chunbin