Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

     

     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      entered into and dated as of September 30, 2008 by and between
      William
      D. Suh, residing at [address on file with the Company] (“Executive”),
      and
      Asian Financial, Inc., a Wyoming corporation (the “Company”),
      and
      shall be effective as of October 1, 2008. 

     

    NOW,
      THEREFORE, IN CONSIDERATION of the foregoing facts, the mutual covenants and
      agreements contained herein and other good and valuable consideration, the
      parties hereby agree as follows:

     

    1.  Duties
      and Scope of Employment.

     

    1.1  The
      Company hereby agrees to the employment of Executive in the capacity of Chief
      Financial Officer of the Company and its subsidiaries, and Executive hereby
      accepts such continued employment on the terms and conditions contained in
      this
      Agreement, for the initial period beginning on October 1, 2008 and continuing
      until October 2, 2013 (the
      “Initial
      Term”)
      unless
      earlier terminated in accordance with Section 3 of this Agreement. Following
      the
      Initial Term, the employment relationship continued pursuant to this Agreement
      may, by express agreement, be renewed annually and, if so renewed, will be
      terminable by either party in accordance with Section 3 of this Agreement.
      Following expiration of the Initial Term and all subsequent renewal periods,
      if
      any, Executive’s employment with the Company will be “at-will” and either
      Executive or the Company may terminate Executive’s employment with the Company
      in writing to the other party for any reason or for no reason, at any time.
      

     

    1.2 Executive
      shall be employed on a full time basis, shall report to the Chief Executive
      Officer, shall devote his full business efforts and time to the Company and
      its
      subsidiaries, and shall have such reasonable, usual and customary duties of
      such
      office and title as may be delegated to Executive from time to time by the
      Company’s Board of Directors. Executive shall have those responsibilities
      normally discharged by persons in his position in a U.S. public company,
      including but not limited to the general supervision and oversight of the
      financial recordkeeping and reporting of the Company as well as the
      responsibilities listed in Exhibit
      A
      which is
      attached hereto.

     

    1.3 Executive
      agrees to the best of his ability and experience that he will at all times
      fully
      and faithfully perform all of the duties and obligations required of and from
      Executive, consistent and commensurate with Executive’s position, pursuant to
      the terms hereof. During the term of Executive’s employment relationship with
      the Company, Executive will not directly or indirectly engage or participate
      in
      any business that is competitive in any manner with the business of the Company
      or its subsidiaries. Nothing in this Agreement will prevent Executive from
      (i)
      making personal investments in, and sitting on the board of directors or board
      of advisors of, businesses that are not competitive with the business of the
      Company or its subsidiaries, (ii) accepting speaking or presentation engagements
      in exchange for honoraria or from serving on boards of charitable organizations,
      or (iii) from owning no more than 1% of the outstanding equity securities of
      a
      corporation whose stock is listed on a national stock exchange or the Nasdaq
      Stock Market; provided,
      that,
      such
      activities listed in (i) through (iii) do not materially interfere with
      Executive’s obligations to the Company and its subsidiaries as described above.
      Executive will comply with and be bound by the Company’s operating policies,
      procedures and practices as provided in writing to Executive from time to time
      and in effect during the term of Executive’s employment. 

     

    
      
        
        

      

      
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    1.4 Executive
      represents and warrants to the Company that he is under no obligations or
      commitments, whether contractual or otherwise, that are inconsistent with his
      obligations under this Agreement. Executive represents and warrants that he
      will
      not use or disclose, in connection with his employment by the Company, any
      trade
      secrets or other proprietary information or intellectual property in which
      Executive or any other person has any right, title or interest and that his
      employment by the Company as contemplated by this Agreement will not infringe
      or
      violate the rights of any other person or entity. Executive represents and
      warrants to the Company that he has returned all property and confidential
      information belonging to any prior employers. 

     

    1.5 Executive
      acknowledges that the nature of his responsibilities may require domestic and
      international travel from time to time.

     

    2. Compensation
      and Benefits.

     

    2.1 As
      of the
      Effective Date, Executive shall receive a monthly base salary of the RMB
      equivalent of US$16,000, which is equivalent to the RMB equivalent of US$192,000
      on an annualized basis, less payroll deductions and all required withholdings.
      Executive’s monthly base salary will be payable pursuant to the Company’s normal
      payroll practices, will be reviewed on an annual basis by the Compensation
      Committee of the Company’s Board of Directors (the “Compensation
      Committee”)
      and
      may be increased during the Initial Term on each anniversary of the effective
      date of this Agreement, at the discretion of the Compensation Committee.
      Notwithstanding the foregoing, Executive’s monthly salary may be allocated among
      and payable by the Company or its subsidiaries in such amounts as are determined
      by the Company’s Board of Directors. 

     

    2.2  The
      Company shall pay to Executive such bonuses as may be determined from time
      to
      time in the sole discretion of the Compensation Committee. The amount of annual
      bonus payable to Executive shall vary in the discretion of the Compensation
      Committee. In determining the annual bonus to be paid to Executive, the
      Compensation Committee may consider all factors deemed relevant and
      appropriate.

     

    2.3  During
      his employment, Executive shall be entitled to such insurance and other benefits
      including, among others, medical and disability coverage and life insurance
      as
      are afforded to other senior executives of the Company, subject to applicable
      waiting periods and other conditions and to applicable law. 

     

    2.4 During
      his employment, Executive will be eligible for four weeks vacation each year,
      which vacation shall accrue ratably over each calendar year and pro-rata during
      any partial year of employment, subject to a maximum accrual at any time of
      eight weeks of vacation.

     

    2.5 During
      his employment, Executive shall be eligible to participate in any employee
      benefit plans maintained by the Company for other executive officers, subject
      in
      each case to the generally applicable terms and conditions of the plan in
      question, the determinations of any person or committee administering such
      plan,
      and any applicable law. 

     

    
      
        
        

      

      
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    2.6 During
      his employment, Executive shall be authorized to incur necessary and reasonable
      travel, entertainment and other business expenses in connection with his duties
      hereunder. The Company shall reimburse Executive for such expenses upon
      presentation of an itemized account and appropriate supporting documentation,
      all in accordance with the Company’s generally applicable policies.

    


    2.7 The
      Company shall issue to Executive on the effective date of the Company’s public
      offering and listing (the “Public
      Offering”)
      of its
      shares of common stock on the Nasdaq
      Stock Market’s Global Market or Global Select Market,
      the New
      York Stock Exchange or another comparable national stock exchange or marketplace
      approved by the Board of Directors of the Company, an option (the “Option”)
      to
      purchase 100,000 shares of the Company's common stock at the Public Offering
      price pursuant to the terms of the Company’s standard form of stock option
      agreement (the “Stock
      Option Agreement”).
      The
      Option will vest and become exercisable in installments as provided below,
      which
      shall be cumulative. To the extent that the Option has become vested with
      respect to a percentage of the Option, it may thereafter be exercised by
      Executive, in whole or in part, at any time or from time to time prior to the
      expiration of the Option as provided herein. A quarter (25%) of the Option
      shall
      vest and become exercisable on October 1, 2010, and the remainder shall vest
      in
      thirty-six (36) equal monthly installments beginning November 1, 2010 and on
      each 1st
      of the
      month thereafter, with the last monthly installment vesting and becoming
      exercisable on October 1, 2013; provided,
      however,
      that
      the option shall cease to vest if Executive is terminated as an employee of
      the
      Company for any reason. In the event of any conflict between the terms of this
      Section 2.7 and the terms of the Stock Option Agreement, the provisions of
      the
      Stock Option Agreement shall control. 

    


    3. Termination
      of Employment.

     

    3.1 If
      Executive’s employment terminates for any reason, Executive shall not be
      entitled to any severance payments, benefits, damages award or compensation
      other than as specified in this Agreement.

     

    3.2 During
      the Initial Term and any annual renewal period, the employment relationship
      may
      be terminated as follows: (i) by Executive for any reason or for Good Reason
      (as
      defined in Section 3.6 below), upon at least thirty (30) days’ written notice to
      the Company, effective as of the date set forth in such notice or such earlier
      date determined by the Company following such notice, and subject to Section
      3.3
      below; (ii) by the Company without Cause (as defined in Section 3.5 below),
      upon
      at least thirty (30) days’ written notice to Executive, effective as of the date
      set forth in such notice or such earlier date determined by Executive following
      such notice, and subject to Section 3.3 and Section 3.4 below; (iii) by the
      Company for Cause with immediate effect, and subject to Section 3.3 below;
      and
      (iv) upon Executive’s death or Disability (as defined in Section 3.7 below) with
      immediate effect, and subject to Section 3.3 below. 

    


    3.3
       If
      Executive’s employment terminates for any reason at any time, including but not
      limited to Executive’s voluntary election to terminate his employment with or
      without Good Reason, termination by the Company with or without Cause, or upon
      Executive’s death or Disability, Executive (or Executive’s estate in the case of
      death) will receive payment(s) for all salary and unpaid vacation accrued as
      of
      the date of Executive’s termination of employment, and shall be entitled to all
      accrued benefits and to any additional benefits pursuant to Company plans or
      policies in effect at the time of termination or as required by law, less all
      required withholdings. Such payments shall be paid within ten (10) business
      days
      of the effective date of termination. Executive shall be entitled to the
      Severance Benefit (as defined in Section 3.4) in the event of termination of
      his
      employment only as provided in Section 3.4 below.

     

    
      
        
        

      

      
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    3.4 In
      the
      event that the Company terminates Executive’s employment without Cause during
      the Initial Term or any annual renewal term, the Company shall, in addition
      to
      the payments and benefits provided for in Section 3.3, provide to Executive
      an
      amount equal to the base salary that Executive would otherwise receive from
      the
      Company during the period of six (6) months preceding the termination of
      employment (the “Severance
      Benefit”).
      In
      the Company’s sole discretion, the Severance Benefit may be paid by the Company
      in a lump sum payment within ten (10) business days of the termination of
      employment, or may be paid in six (6) monthly installments beginning on the
      last
      day of the month following the termination of employment. Such Severance Benefit
      shall constitute liquidated damages for early termination of this Agreement
      and
      will be in lieu of any compensation, damages or remedy that Executive would
      otherwise be entitled to receive. Such Severance Benefit is, further,
      conditioned on Executive’s full and faithful compliance with the covenants
      contained in Section 4 of this Agreement and the Confidentiality Agreement as
      therein defined. If Executive fails to comply in any way with such covenants,
      Executive will immediately forfeit any rights to, and the Company shall
      immediately be relieved of any obligation to provide, any further payments
      of
      the Severance Benefit and shall, at the sole discretion of the Company,
      reimburse the Company for any Severance Benefits previously paid, within ten
      (10) days after delivery to Executive of a demand therefor. The forfeiture
      of
      benefits set forth in this Section 3.4 shall be in addition to any of remedies
      at law or equity that the Company would otherwise have.

     

    3.5 For
      purposes of this Agreement, “Cause”
for
      Executive’s termination will exist at any time after the happening of one or
      more of the following events: 

     

    (a) Executive’s
      continued failure to substantially perform Executive’s duties, including
      Executive’s refusal to comply in any material respect with the legal directives
      of the Board of Directors so long as such directives are not inconsistent with
      Executive’s position and duties, and such refusal to comply is not remedied
      within ten (10) working days after written notice from the Board of Directors,
      which written notice shall state that failure to remedy such conduct may result
      in termination for Cause; 

     

    (b) Executive’s
      dishonest or fraudulent conduct, or deliberate attempt to do an injury to the
      Company or any of its subsidiaries, or conduct that materially discredits the
      Company or any of its subsidiaries or is materially detrimental to the
      reputation of the Company or any of its subsidiaries, including conviction
      of a
      felony; or 

     

    (c) Executive’s
      breach of any element of the Confidentiality Agreement (as defined in Section
      4
      below), including without limitation, Executive’s theft or other
      misappropriation of proprietary information of the Company or any of its
      subsidiaries. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.6 For
      purposes of this Agreement, “Good
      Reason”
for
      Executive to terminate his employment shall exist if Executive voluntarily
      resigns within after having provided the Company with written notice of any
      of
      the following circumstances within thirty (30) days of the
      initial
      existence of any of the following circumstances:
      

     

    (a) a
      material reduction in Executive’s job position or responsibilities to a position
      or to responsibilities substantially lower than the position and
      responsibilities assigned to Executive upon commencement of the employment
      relationship pursuant to this Agreement which has not been cured by the Company
      within thirty (30) calendar days after notice of such occurrence is given by
      Executive to the Company; or 

     

    (b) a
      failure
      by the Company to comply with any provision of Section 2 of this Agreement
      which
      has not been cured within thirty (30) calendar days after notice of such
      noncompliance has been given by Executive to the Company or if such failure
      is
      not capable of being cured in such time, a cure shall not have been diligently
      initiated by the Company within such thirty (30) calendar day period.


     

    3.7 “Disability”
as
      used
      herein means Executive’s inability to discharge a material portion of his
      responsibilities as set forth in Section 1 on account of a physical or mental
      disability for either four (4) consecutive months or six (6) non-consecutive
      months during a 12-month period. A termination of Executive’s employment due to
      Disability will exist upon Executive’s Disability and the Company’s election to
      terminate Executive’s employment.

     

    4. Protection
      of Confidential Information; Non-Competition.

     

    4.1 Executive
      shall sign a Confidential Information and Invention Assignment Agreement (the
      “Confidentiality
      Agreement”)
      attached hereto as Exhibit
      B.
      Executive hereby represents and warrants to the Company that he has complied
      with all obligations under the Confidentiality Agreement and agrees to continue
      to abide by the terms of the Confidentiality Agreement, which are incorporated
      by reference herein. Executive further agrees that the provisions of the
      Confidentiality Agreement shall survive any termination of this Agreement or
      of
      Executive’s employment relationship with the Company. 

     

    4.2 Executive
      hereby agrees that he shall not, during his employment with the Company and
      for
      a period of twelve (12) months following the termination of his employment
      with
      the Company for any reason, whether with or without cause, do any of the
      following, either directly or indirectly, without the prior written consent
      of
      the Board of Directors: 

    


    (a) carry
      on
      any business or activity (whether directly or indirectly, as a partner,
      shareholder, principal, agent, director, affiliate, employee or consultant)
      in
      any parts of the People’s Republic of China where the Company or any of its
      subsidiaries conduct their business, which is directly competitive with the
      business conducted by the Company or any of its subsidiaries (as conducted
      now
      or as those businesses come to be conducted during the term of Executive’s
      employment), where Executive’s performance of such business or activity has
      caused, or would or might cause, Executive to disclose, base judgments on or
      use
      any Confidential Information (as defined in the Confidentiality Agreement)
      acquired during or in the course of Executive’s employment with the Company or
      impair customer, vendor or business partner relations or the Company’s goodwill,
      or otherwise cause special harm to the Company; 

     

    
      
        
        

      

      
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    (b) attempt
      to negatively influence any of the Company’s and its subsidiaries’ clients or
      customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution or other entity in
      competition with the business of the Company and its subsidiaries; 

    


    (c) solicit,
      induce, recruit, encourage, take away or influence or attempt to influence
      any
      person employed by or a consultant to the Company or any of its subsidiaries
      to
      terminate or otherwise cease his employment or consulting relationship with
      the
      Company or any of its subsidiaries or become an employee of any competitor
      of
      the Company or its subsidiaries; and

    


    (d) engage
      in
      any other activities that conflict with those obligations of Executive to the
      Company and its subsidiaries that survive the termination of this Agreement
      or
      Executive’s employment with the Company. 

    


    Executive
      agrees that breach of this Section 4.2 will cause substantial injury to the
      Company for which money damages will not provide an adequate remedy, and
      Executive agrees that the Company shall have the right to obtain injunctive
      relief, including the right to have this Section 4.2 specifically enforced
      by
      any court having equity jurisdiction, in addition to, and not in limitation
      of,
      any other remedies available to the Company under applicable law.

     

    The
      restrictions in Section 4.2(a) to (d) are regarded by the Company and Executive
      as fair and reasonable, and the Company and Executive hereby expressly confirm,
      declare and represent to each other that they are so regarded by them. However,
      it is hereby declared that each of the restrictions in this Section 4.2 is
      intended to be separate and severable. If any restriction is held to be
      unreasonably wide but would be valid if part of the wording were to be deleted
      or the range of activities or businesses were to be reduced in scope, such
      restriction will apply with so much of the wording deleted or modified as may
      be
      necessary to make it valid. 

    


    5.  Successors.
      

     

    5.1 This
      Agreement shall be binding upon any successor (whether direct of indirect and
      whether by purchase, lease, merger, consolidation, liquidation or otherwise)
      to
      all or substantially all of the Company’s business and/or assets. For all
      purposes under this Agreement, the term “Company” shall include any successor to
      the Company’s business and/or assets, which becomes bound by this Agreement.


     

    5.2 This
      Agreement and all rights of Executive hereunder shall inure to the benefit
      of,
      and be enforceable by, Executive’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees.


     

    
      
        
        

      

      
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    6.  Indemnification. 
      The
      Company will indemnify and defend Executive to the maximum extent permitted
      by
      law, provided Executive enters into the Company’s standard form of
      Indemnification Agreement giving him such protection. Pursuant to the
      Indemnification Agreement, the Company will agree to advance any expenses for
      which indemnification is available to the extent allowed by applicable
      law.

     

    7.  Miscellaneous
      Provisions.

     

    7.1  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 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 Section 7.1. All notices shall be deemed to
      have
      been given as of the date of personal delivery, transmittal or mailing
      thereof.

     

    If
      to
      Executive:       

    


    William
      D. Suh

    [address
      and phone numbers on file with the Company]

     

    


    If
      to
      the Company: 

     
      

    Asian
      Financial, Inc. 

    No.
      3
      Jinyuan Road

    Daxing
      Industrial Development Zone

    Beijing
      102600

    People’s
      Republic of China

    Attention:
       Wenhua
      Guo

     Chief
      Executive Officer 

    Tel:
      +8610-6021-2222

    Fax:
      +8610-6021-2164

    


    7.2  No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by
      Executive and by an authorized officer of the Company (other than Executive).
      No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party shall be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time. In
      addition, to the extent that this Agreement and the benefits it provides are
      or
      become subject to Internal Revenue Code Section 409A(a)(1), Executive and the
      Company agree to cooperate to make such amendments to the terms of this
      Agreement as may be necessary to avoid the imposition of penalties and
      additional taxes under Section 409A of the Code; provided,
      however,
      that
      Executive and the Company agree that any such amendment shall not
      (i)
      materially increase the cost to, or liability of, the Company with respect
      to
      any payments under this Agreement, or (ii) materially decrease the value of
      benefits provided to
      Executive
      under this Agreement.

     

    
      
        
        

      

      
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    7.3  No
      other
      agreements, representations or understandings (whether oral or written) which
      are not expressly set forth in this Agreement or the Confidentiality Agreement
      have been made or entered into by either party with respect to the subject
      matter of this Agreement. This Agreement and the Confidentiality Agreement
      contain the entire understanding of the parties with respect to the subject
      matter hereof.

     

    7.4  All
      payments made under this Agreement shall be subject to reduction to reflect
      taxes of other charges required to be withheld by law.

     

    7.5 The
      validity, interpretation, construction, performance and enforcement of this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made to be performed entirely within
      the State of New York, without giving effect to the principles of conflicts
      of
      law thereunder.

    


    7.6  The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

     

    7.7  This
      Agreement and all rights and obligations of Executive hereunder are personal
      to
      Executive and may not be transferred or assigned by Executive at any time.
      The
      Company may assign its rights under this Agreement to any entity that assumes
      the Company’s obligations hereunder in connection with any sale or transfer of
      all or a substantial portion of the Company’s assets to such
      entity.

     

    7.8  Except
      as
      provided below, any dispute or claim arising out of or in connection with this
      Agreement will be finally settled by binding arbitration in Hong Kong in
      accordance with the rules of the Hong Kong International Arbitration Centre
      by
      one arbitrator
      appointed in accordance with said rules. Executive and the Company shall split
      the cost of the arbitration filing and hearing fees and the cost of the
      arbitrator. The arbitrator will award attorneys fees to the prevailing party.
      The arbitrator shall apply New York law, without reference to rules of conflicts
      of law or rules of statutory arbitration, to the resolution of any dispute.
      Judgment on the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. Notwithstanding the foregoing, the parties may
      apply to any court of competent jurisdiction for preliminary or interim
      equitable relief, or to compel arbitration in accordance with this paragraph,
      without breach of this arbitration provision. This Section 7.8 shall not apply
      to a proceeding for equitable relief arising from any dispute or claim relating
      to the Confidentiality Agreement or Section 4.2 of this Agreement.

     

    7.9 The
      headings of the paragraphs contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      any provision of this Agreement.

     

    7.10 This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [Signature
      Page Follows]


     

    
      
        
        

      

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

     

    
      	
              “COMPANY”

            	 	
              “EXECUTIVE”

            	 
	 	 	 	 
	
              Asian
                Financial, Inc.

            	 	
              William
                D. Suh 

            	 
	 	 	 	 	 	 
	By: 	/s/
              Wenhua
              Guo	 	By: 	/s/
              William D.
              Suh	 
	Name:  	
              
Wenhua
              Guo	 	 	
              

            	 
	
            	
            	 	 	 	 
	Title:	Chairman
              of the
              Board	 	 	 	 
	 	
              Chief
                Executive Officer

            	 	 	 	 


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    RESPONSIBILITIES
      OF CHIEF FINANCIAL OFFICER

    


    


    
      	(1)	
              Ensure
                the completeness, timeliness and accuracy of the information disclosure
                of
                the Company and its subsidiaries under US securities laws as well
                as give
                explanations on the information regarding the business
                operation.

            


    

    


    
      	(2)	
              Undertake
                the forecasting and analysis of the Company’s overall economic efficiency;
                furnish timely reports on the status of financial targets, e.g.,
                profit earnings, to chief executive officer and chief operating officer;
                and review profit distribution and loss remedy
                plans.

            


    

    


    
      	(3)	
              Prepare
                and review quarterly, interim and annual reports and file them with
                the
                U.S. Securities and Exchange
                Commission.

            


    

    


    
      	(4)	
              Review
                annual financial budget, audit report and final accounts of the
                Company.

            


    

    


    
      	(5)	
              Provide
                reasonable proposals on and participate in the strategizing and execution
                of the Company’s operation, including but not limited to capital
                operation, securities, financing and merger and acquisition as well
                as be
                responsible for the cash management and arrangement within or outside
                the
                Company.

            


    

    


    
      	(6)	
              Be
                responsible for the tax planning scheme for the Company and its
                subsidiaries and deal with the tax-related
                issues.

            


    

    


    
      	(7)	
              Lead
                the internal financial accounting and management of the Company and
                supervise and improve the internal accounting management system;
                and
                liaise with and manage relationship with external
                auditors.

            


    

    


    
      	(8)	
              Organize
                the relevant divisions in the Company to conduct economic analysis
                for the
                purpose of reducing the cost and expenditure and increasing income;
                prepare and review cost-control measures and supervise the implementation
                of the same.

            


    

    


    
      	(9)	
              Participate
                in strategic development plans and the negotiation and execution
                of
                material contracts.

            


    

    


    
      	(10)	
              Undertake
                compliance review according to the financial regulations, policies
                and
                board resolutions.

            


    

    


    
      	(11)	
              Collect
                and classify information relevant to corporate management/financial
                data
                release and internal control of the Company and deliver such information
                to the relevant personnel.

            


    

    


    
      	(12)	
              Manage
                the Company’s relationship with the financial and investment community and
                furnish timely reports regarding the same to the Chief Executive
                Officer
                of the Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    CONFIDENTIAL
      INFORMATION AND 

    INVENTION
      ASSIGNMENT AGREEMENT

    


     

    This
      Information and Invention Assignment Agreement (this “Agreement”),
      is
      entered into and dated as of September 30, 2008 by and between Asian Financial,
      Inc., a Wyoming corporation (the “Company”),
      and
      William D. Suh, residing at [address on file with the Company], the Chief
      Financial Officer of the Company (“I,”
      “me,”
      “my,”
or
      “Executive”).
      

    


    On
      even
      date herewith, the Company and I entered into that certain Employment Agreement
      (the “Employment
      Agreement”).
      I
      recognize and acknowledge that the Company would not have entered into the
      Employment Agreement but for my commitment to the agreements and covenants
      contained in this Agreement. Accordingly, in consideration of my retention
      by
      the Company and its acceptance of the Employment Agreement, the sufficiency
      of
      which I expressly acknowledge, the Company and I, intending to be legally bound,
      agree as follows:

    


    1. Employment
      or Consulting Relationship.
      I
      understand and acknowledge that this Agreement does not alter, amend or expand
      upon any rights I may have to continue in the employ of, or in the duration
      of
      my employment with, the Company under the Employment Agreement or under
      applicable law. Any employment relationship between the Company and me, whether
      commenced prior to or upon the date of this Agreement, shall be referred to
      herein as the “Relationship.”

     

    2.  Duties.
      I will
      perform for the Company and its subsidiaries such duties as may be designated
      by
      the Company from time to time. During the Relationship, I agree to the best
      of
      my ability and experience that I will at all times fully and faithfully perform
      all of the duties and obligations required of and from me, consistent and
      commensurate with my position. I will devote my best efforts to the interests
      of
      the Company and its subsidiaries and will not engage in other employment or
      in
      any activities detrimental to the best interests of the Company and its
      subsidiaries without the prior written consent of the Company.

     

    3. Confidential
      Information.

     

    (a) Company
      Information.
      I agree
      at all times during the term of my Relationship with the Company and thereafter,
      to hold in strictest confidence, and not to use, except for the benefit of
      the
      Company to the extent necessary to perform my obligations to the Company under
      the Relationship, or to disclose to any person, firm, corporation or other
      entity without written authorization of the Board of Directors of the Company,
      any Confidential Information of the Company and its subsidiaries which I obtain
      or create. I further agree not to make copies of such Confidential Information
      except as authorized by the Company. I understand that “Confidential
      Information”
means
      any Company proprietary information, technical data, trade secrets or know-how,
      including, but not limited to, research, product plans, products, services,
      suppliers, customer lists and customers (including, but not limited to,
      customers of the Company and its subsidiaries on whom I called or with whom
      I
      became acquainted during the Relationship), prices and costs, markets, software,
      developments, inventions, laboratory notebooks, processes, formulas, technology,
      designs, drawings, engineering, hardware configuration information, marketing,
      licenses, finances, budgets or other business information disclosed to me by
      the
      Company and its subsidiaries either directly or indirectly in writing, orally
      or
      by drawings or observation of parts or equipment or created by me during the
      period of the Relationship, whether or not during working hours. I understand
      that Confidential Information includes, but is not limited to, information
      pertaining to any aspect of the Company’s and its subsidiaries’ business which
      is either information not known by actual or potential competitors of the
      Company and its subsidiaries or other third parties not under confidentiality
      obligations to the Company and its subsidiaries, or is otherwise proprietary
      information of the Company and its subsidiaries or its customers or suppliers,
      whether of a technical nature or otherwise. I further understand that
      Confidential Information does not include any of the foregoing items, which
      has
      become publicly and widely known and made generally available through no
      wrongful act of mine or of others who were under confidentiality obligations
      as
      to the item or items involved.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Prior
      Obligations.
      I
      represent that my performance of all terms of this Agreement as an officer
      of
      the Company has not breached and will not breach any agreement to keep in
      confidence proprietary information, knowledge or data acquired by me prior
      or
      subsequent to the commencement of my Relationship with the Company, and I will
      not disclose to the Company and its subsidiaries or use any inventions,
      confidential or non-public proprietary information or material belonging to
      any
      current or former client or employer or any other party. I will not induce
      the
      Company and its subsidiaries to use any inventions, confidential or non-public
      proprietary information, or material belonging to any current or former client
      or employer or any other party. 

     

    (c) Third
      Party Information.
      I
      recognize that the Company and its subsidiaries have received and in the future
      will receive confidential or proprietary information from third parties subject
      to a duty on the Company’s and its subsidiaries’ part to maintain the
      confidentiality of such information and to use it only for certain limited
      purposes. I agree to hold all such confidential or proprietary information
      in
      the strictest confidence and not to disclose it to any person, firm or
      corporation or to use it except as necessary in carrying out my work for the
      Company and its subsidiaries consistent with the Company’s and its subsidiaries’
agreement with such third party.

     

    4. Inventions.

     

    (a) Inventions
      Retained and Licensed.
      I have
      attached hereto, as Exhibit
      (i),
      a list
      describing with particularity all inventions, original works of authorship,
      developments, improvements, and trade secrets which were made by me prior to
      the
      commencement of the Relationship (collectively referred to as “Prior
      Inventions”),
      which
      belong solely to me or belong to me jointly with another, which relate in any
      way to any of the Company’s and its subsidiaries’ proposed businesses, products
      or research and development, and which are not assigned to the Company
      hereunder; or, if no such list is attached, I represent that there are no such
      Prior Inventions. If, in the course of my Relationship with the Company, I
      incorporate into a Company product or its subsidiaries product, process or
      machine a Prior Invention owned by me or in which I have an interest, the
      Company is hereby granted and shall have a non-exclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with the right to sublicense) to
      make, have made, copy, modify, make derivative works of, use, sell and otherwise
      distribute such Prior Invention as part of or in connection with such product,
      process or machine.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Assignment
      of Inventions.
      I agree
      that I will promptly make full written disclosure to the Company, will hold
      in
      trust for the sole right and benefit of the Company, and hereby assign to the
      Company, or its designee, all my right, title and interest throughout the world
      in and to any and all inventions, original works of authorship, developments,
      concepts, know-how, improvements or trade secrets, whether or not patentable
      or
      registrable under copyright or similar laws, which I may solely or jointly
      conceive or develop or reduce to practice, or cause to be conceived or developed
      or reduced to practice, during the period of my Relationship with the Company
      (collectively referred to as “Inventions”).
      I
      further
      acknowledge that all Inventions which are made by me (solely or jointly with
      others) within the scope of and during the period of my Relationship with the
      Company are “works
      made for hire”
(to
      the
      greatest extent permitted by applicable law) and are compensated by my salary
      (if I am an employee). 

     

    (c) Maintenance
      of Records.
      I agree
      to keep and maintain adequate and current written records of all Inventions
      made
      by me (solely or jointly with others) during the term of my Relationship with
      the Company. The records may be in the form of notes, sketches, drawings, flow
      charts, electronic data or recordings, laboratory notebooks, and any other
      format. The records will be available to and remain the sole property of the
      Company at all times. I agree not to remove such records from the Company’s
      place of business except as expressly permitted by Company policy which may,
      from time to time, be revised at the sole election of the Company for the
      purpose of furthering the Company’s business. I agree to return all such records
      (including any copies thereof) to the Company at
      the
      time of termination of my Relationship with the Company as provided for in
      Section 5.

     

    (d) Patent
      and Copyright Rights.
      I agree
      to assist the Company, or its designee, at its expense, in every proper way
      to
      secure the Company’s, or its designee’s, rights
      in
      the Inventions and any copyrights, patents, trademarks, mask work rights, moral
      rights, or other intellectual property rights relating thereto in any and all
      countries, including the disclosure to the Company or its designee of all
      pertinent information and data with respect thereto, the execution of all
      applications, specifications, oaths, assignments, recordations, and all other
      instruments which the Company or its designee shall deem necessary in order
      to
      apply for, obtain, maintain and transfer such rights, or if not transferable,
      waive such rights, and in order to assign and convey to the Company or its
      designee, and any successors, assigns and nominees the sole and exclusive
      rights, title and interest in and to such Inventions, and any copyrights,
      patents, mask work rights or other intellectual property rights relating
      thereto. I further agree that my obligation to execute or cause to be executed,
      when it is in my power to do so, any such instrument or papers shall continue
      after the termination of this Agreement until the expiration of the last such
      intellectual property right to expire in any country of the world. If the
      Company or its designee is unable because of my mental or physical incapacity
      or
      unavailability or for any other reason to secure my signature to apply for
      or to
      pursue any application for any United States or foreign patents, copyright,
      mask
      works or other registrations covering Inventions or original works of authorship
      assigned to the Company or its designee as above, then I hereby irrevocably
      designate and appoint the Company and
      its
      duly authorized officers and agents as my agent and attorney in fact, to act
      for
      and in my behalf and stead to execute and file any such applications and to
      do
      all other lawfully permitted acts to further the application for, prosecution,
      issuance, maintenance or transfer of letters patent, copyright or other
      registrations thereon with the same legal force and effect as if originally
      executed by me. I hereby waive and irrevocably quitclaim to the Company or
      its
      designee any and all claims, of any nature whatsoever, which I now or hereafter
      have for infringement of any and all proprietary rights assigned to the Company
      or such designee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Company
      Property; Returning Company Documents.
      I
      acknowledge and agree that I have no expectation of privacy with respect to
      the
      Company’s telecommunications, networking or information processing systems
      (including, without limitation, stored company files, e-mail messages and voice
      messages) and that my activity and any files or messages on or using any of
      those systems may be monitored at any time without notice. I further agree
      that
      any property situated on the Company’s premises and owned by the Company,
      including disks and other storage media, filing cabinets or other work areas,
      is
      subject to inspection by Company personnel at any time with or without notice.
      I
      agree that, at the time of termination of my Relationship with the Company,
      whether by me or the Company and for whatever reason or circumstance, I will
      promptly deliver to the Company (and will not keep in my possession, recreate
      or
      deliver to anyone else) any and all devices, records, data, notes, reports,
      proposals, lists, correspondence, specifications, drawings, blueprints,
      sketches, laboratory notebooks, materials, flow charts, equipment, other
      documents or property, or reproductions of any of the aforementioned items
      developed by me pursuant to the Relationship or otherwise belonging to the
      Company, its successors or assigns, or any other documents of whatever kind
      or
      nature that contain Confidential Information, including electronically stored
      information that is maintained on any medium or storage of electronic data,
      including a personal computer, laptop, personal data assistant or any like
      or
      similar device that may now, or in the future come to exist. In the event of
      the
      termination of the Relationship, I agree to sign and deliver the “Termination
      Certification”
      attached hereto as Exhibit (ii);
      however, my failure to sign and deliver the Termination Certificate shall in
      no
      way diminish my continuing obligations under this Agreement.

    


    6.  Notification
      to Other Parties.

     

    (a) Employees.
      In
      the
      event that I leave the employ of the Company, I hereby consent to notification
      by the Company to my new employer about my rights and obligations under this
      Agreement.

     

    (b) Consultants.
      I hereby
      grant consent to notification by the Company to any other parties besides the
      Company with whom I maintain a consulting relationship, including parties with
      whom such relationship commences after the effective date of this Agreement,
      about my rights and obligations under this Agreement.

     

    7. Solicitation
      of Employees, Consultants and Other Parties.
      I hereby
      agree that I will not, during the term of my Relationship with the Company
      and
      for a period of twelve (12) months following the termination of my employment
      with the Company for any reason, whether with or without cause, do any of the
      following, either directly or indirectly, without the prior written consent
      of
      the Board of Directors:

    


    (a) attempt
      to negatively influence any of the Company’s and its subsidiaries’ clients or
      customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution or other entity in
      competition with the business of the Company and its subsidiaries;
      and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b) solicit,
      induce, recruit, encourage, take away or influence or attempt to influence
      any
      person employed by or a consultant to the Company or any of its subsidiaries
      to
      terminate or otherwise cease his employment or consulting relationship with
      the
      Company or any of its subsidiaries or become an employee of any competitor
      of
      the Company or its subsidiaries. 

    


    8. Representations
      and Covenants.

     

    (a) Facilitation
      of Agreement.
      I
      agree
      to execute promptly any proper oath or verify any proper document required
      to
      carry out the terms of this Agreement upon the Company’s written request to do
      so.

     

    (b) Conflicts.
      I
      represent that my performance of all the terms of this Agreement does not and
      will not breach any agreement I have entered into, or will enter into with
      any
      third party, including without limitation any agreement to keep in confidence
      proprietary information acquired by me in confidence or in trust prior to
      commencement of my Relationship with the Company. I agree not to enter into
      any
      written or oral agreement that conflicts with the provisions of this
      Agreement.

     

    (c) Voluntary
      Execution.
      I
      certify
      and acknowledge that I have carefully read all of the provisions of this
      Agreement and that I understand and will fully and faithfully comply with such
      provisions.

     

    9. Miscellaneous
      Provisions.

     

    (a) Notice.
      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 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 Section 9(a). All notices shall be deemed to
      have been given as of the date of personal delivery, transmittal or mailing
      thereof.

     

    If
      to
      Executive:       

    


    William
      D. Suh

    [address
      and phone numbers on file with the Company]

    


    If
      to
      the Company: 

     
      

    Asian
      Financial, Inc. 

    No.
      3
      Jinyuan Road

    Daxing
      Industrial Development Zone

    Beijing
      102600

    People’s
      Republic of China

    Attention:
       Wenhua
      Guo

     Chief
      Executive Officer 

    Tel:
      +8610-6021-2222

    Fax:
      +8610-6021-2164

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (b) Amendment;
      Waiver.
      No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by me
      and
      by an authorized officer of the Company (other than me). No waiver by either
      party of any breach of, or of compliance with, any condition or provision of
      this Agreement by the other party shall be considered a waiver of any other
      condition or provision or of the same condition or provision at another time.
      

    


    (c) Entire
      Agreement.
      No
      other
      agreements, representations or understandings (whether oral or written) which
      are not expressly set forth in this Agreement or the Employment Agreement have
      been made or entered into by either party with respect to the subject matter
      of
      this Agreement. This Agreement and the Employment Agreement contain the entire
      understanding of the parties with respect to the subject matter
      hereof.

    


    (d) Governing
      Law.
      The
      validity, interpretation, construction, performance and enforcement of this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made to be performed entirely within
      the State of New York, without giving effect to the principles of conflicts
      of
      law thereunder.

    


    (e)
       Consent
      to Jurisdiction.
      Except
      as limited by and subject to Section 7.8 of the Employment Agreement, any
      dispute, controversy, or claim arising out of or relating to (i) this Agreement,
      and its enforcement, interpretation, termination, applicability or validity
      or
      (ii) an alleged breach, default, or misrepresentation in connection with any
      of
      its provisions shall be tried only in the courts of Hong Kong. I understand
      and
      agree that by execution and delivery of this Agreement the parties accept for
      themselves, respectively, and in connection with their properties, generally
      and
      unconditionally, the exclusive jurisdiction of the aforesaid courts for all
      such
      aforementioned disputes, and excluding any dispute subject to arbitration under
      Section 7.8 of the Employment Agreement, and waive any defense of forum non
      conveniens and irrevocably agree to be bound by any judgment rendered thereby
      in
      connection with this Agreement, in each respect to the maximum extent permitted
      by law.

    


    (f)   Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect. The restrictions in Section 3
      and
      Section 7 of this Exhibit
      B
      and
the
      third
      and fourth paragraphs
      of
Exhibit
      (ii)
      attached
      hereto are regarded by me and the Company as fair and reasonable, and the
      Company and I hereby expressly confirm, declare and represent to each other
      that
      they are so regarded by us. However, it is hereby declared that each of the
      restrictions including those restrictions grouped within one section or
      sub-section in Section 3 and Section 7 of this Exhibit
      B
      and the
      third and fourth paragraphs of Exhibit
      (ii)
      attached
      hereto is intended to be separate and severable. If any restriction is held
      to
      be unreasonably wide but would be valid if part of the wording were to be
      deleted or the range of activities or businesses were to be reduced in scope,
      such restriction will apply with so much of the wording deleted or modified
      as
      may be necessary to make it valid.

     

    (g)  Successors
      and Assigns.
      This
      Agreement will be binding upon my heirs, executors, administrators and other
      legal representatives, and my successors and assigns, and will be for the
      benefit of the Company, its successors, and its assigns.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (h)  Survival.
      The
      provisions of this Agreement shall survive the termination of the Relationship
      and the assignment of this Agreement by the Company to any successor in interest
      or other assignee.

     

    (i)  Remedies.
      I
      acknowledge and agree that violation of this Agreement by me may cause the
      Company irreparable harm, and therefore agree that the Company will be entitled
      to seek extraordinary relief in court, including but not limited to temporary
      restraining orders, preliminary injunctions and permanent injunctions without
      the necessity of posting a bond or other security and in addition to and without
      prejudice to any other rights or remedies that the Company may have for a breach
      of this Agreement.

     

    (j)  Headings.
      The
      headings of the paragraphs contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      any provision of this Agreement.

     

    (k) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    (l) ADVICE
      OF COUNSEL.
      I
      ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO
      SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD
      ALL
      OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
      CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
      HEREOF.

      

    [Signature
      Page Follows]

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      parties have executed this Agreement on the respective dates set forth
      below:

     

    
      
        	
                
                  COMPANY:

                

              	 	
                
                  EXECUTIVE:

                

              	 
	 	 	 	 
	
                
                  ASIAN
                    FINANCIAL, INC.

                

              	 	
                
                  William
                    D. Suh, an Individual:

                

              	 
	 	 	 	 	 	 
	By: 	/s/
                Wenhua
                Guo	 	/s/
                William D.
                Suh	 
	Name:  	
                
Wenhua
                Guo	 	
                

              	 
	 	 	 	 	 	 
	Title:	Chairman
                of the
                Board	 	 	 	 
	 	
                
                  Chief
                    Executive Officer 

                

              	 	 	 	 
	Date:	September 30, 2008	 	Date: 	September 30, 2008	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      (i)

     

    LIST
      OF PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

    EXCLUDED
      UNDER SECTION 4

    


    
      	
               

                      Title        

            	
               

            	
               

                 Date   

            	
               

            	
              Identifying
                Number

              or
                Brief Description

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    x No
      inventions or improvements

     

    o
Additional
      Sheets
      Attached

     

    Signature
      of Executive:    
      /s/ William D.
      Suh                         


     

    Print
      Name of Executive: William D. Suh

     

    Date:
      September 30, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      (ii)

     

    TERMINATION
      CERTIFICATION

     

    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, laboratory notebooks, flow
      charts, materials, equipment, other documents or property, or copies or
      reproductions of any aforementioned items belonging to the Asian Financial,
      Inc., its subsidiaries, affiliates, successors or assigns (together, the
“Company”),
      or
      any other documents of whatever kind or nature that contain Confidential
      Information, including electronically stored information that is maintained
      on
      any medium or storage of electronic data.

     

    I
      further
      certify that I have complied with all the terms of the Company’s Confidential
      Information and Invention Assignment Agreement signed by me, including the
      reporting of any inventions and original works of authorship (as defined
      therein), conceived or made by me (solely or jointly with others) covered by
      that agreement or other entity in competition with the business of the
      Company.

     

    I
      further
      agree that, in compliance with the Confidential Information and Invention
      Assignment Agreement, I will preserve as confidential all trade secrets,
      confidential knowledge, data or other proprietary information relating to
      products, processes, know-how, designs, formulas, developmental or experimental
      work, computer programs, data bases, other original works of authorship,
      customer lists, business plans, financial information or other subject matter
      pertaining to any business of the Company or any of its employees, clients,
      consultants or licensees.

     

    I
      hereby
      further agree that for a period of twelve (12) months from the date of this
      Certificate, I shall not either directly or indirectly, attempt to negatively
      influence any of the Company’s and its subsidiaries’ clients or customers from
      purchasing Company products or services or to solicit or influence or attempt
      to
      influence any client, customer or other person, to direct his or its purchase
      of
      products and/or services to any person, firm, corporation, institution or other
      entity in competition with the business of the Company and its subsidiaries.
      Further, I shall not solicit, induce, recruit, encourage, take away or influence
      or attempt to influence any person employed by or a consultant to the Company
      or
      any of its subsidiaries to terminate or otherwise cease his employment or
      consulting relationship with the Company or any of its subsidiaries or become
      an
      employee of any competitor of the Company or its subsidiaries. 

     

     

    
      	
              Date:  
                

            	
               

            	 
	
               

            	
               

            	
               

            
	
               

            	
               

            	
              (Executive’s
                Signature)

            
	
               

            	
               

            	 
	
               

            	
               

            	
              William
                D. Suh