The Executive shall use his or her best efforts to perform his or her duties hereunder. TheExecutive shall not, without the prior written consent of the Board, become an employee ofany entity other than the Company and any subsidiary or affiliate of the Company, and shallnot be concerned or interested in the lodging business or an entity that competes with thatcarried on by the Company (any such business or entity, a “Competitor”), providedthat nothing in this clause shall preclude the Executive from holding any shares or othersecurities of any Competitor that is listed on any securities exchange or recognizedsecurities market anywhere. The Executive shall notify the Company in writing of his or herinterest in such shares or securities in a timely manner and with such details andparticulars as the Company may reasonably require.**5.** **NO BREACH OF CONTRACT**The Executive hereby represents to the Company that: (i) the execution and delivery of thisAgreement by the Executive and the performance by the Executive of the Executive’s dutieshereunder shall not constitute a breach of, or otherwise contravene, the terms of any otheragreement or policy to which the Executive is a party or otherwise bound except foragreements entered into by and between the Executive and any member of the Group pursuant toapplicable law, if any; (ii) that the Executive has no information (including, withoutlimitation, confidential information and trade secrets) relating to any other person orentity which would prevent, or be violated by, the Executive entering into this Agreement orcarrying out his duties hereunder; (iii) that the Executive is not bound by anyconfidentiality, trade secret or similar agreement (other than this) with any other personor entity.**6.** **LOCATION**The Executive will be based in any location as determined by the Board from time to time.**7.** **COMPENSATION AND BENEFITS** (a) Cash Compensation. The Executive’s cash compensation (including salaryand bonus) shall be determined by the Board from time to time. (b) Equity Incentives. To the extent the Company adopts and maintains ashare incentive plan, the Executive will be eligible for participating in such planpursuant to the terms thereof as determined by the Board. (c) Benefits. The Executive is eligible for participation in any standardemployee benefit plan of the Company that currently exists or may be adopted by theCompany in the future, including, but not limited to, any retirement plan, lifeinsurance plan, health insurance plan and travel/holiday plan.
 
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**8.** **TERMINATION OF THE AGREEMENT** (a) By the Company. The Company may terminate the Employment for cause, atany time, without notice or remuneration, if (1) the Executive is convicted orpleads guilty to a felony or to an act of fraud, misappropriation or embezzlement,(2) the Executive has been negligent or acted dishonestly to the detriment of theCompany, (3) the Executive has engaged in actions amounting to misconduct or failedto perform his or her duties hereunder and such failure continues after theExecutive is afforded a reasonable opportunity to cure such failure, (4) theExecutive has died, or (5) the Executive has a disability which shall mean aphysical or mental impairment which, as reasonably determined by the Board, rendersthe Executive unable to perform the essential functions of his employment with theCompany, even with reasonable accommodation that does not impose an undue hardshipon the Company, for more than 180 days in any 12-month period, unless a longerperiod is required by applicable law, in which case that longer period would apply.In addition, the Company may terminate the Employment without cause, at any time,upon three months written notice, and upon termination without cause, the Companyshall provide compensation to the Executive as expressly required by applicable lawof the jurisdiction where the Executive is based. (b) By the Executive. The Executive may terminate the Employment at anytime with a three-month prior written notice to the Company, if (1) there is a materialreduction in the Executive’s authority, duties and responsibilities, or (2) there is amaterial reduction in the Executive’s annual salary before the next annual salaryreview. In addition, the Executive may resign prior to the expiration of the Agreementif such resignation is approved by the Board or an alternative arrangement with respectto the Employment is agreed to by the Board. (c) Notice of Termination. Any termination of the Executive’s employmentunder this Agreement shall be communicated by written notice of termination from theterminating party to the other party. The notice of termination shall indicate thespecific provision(s) of this Agreement relied upon in effecting the termination.**9.** **CONFIDENTIALITY AND NONDISCLOSURE** (a) Confidentiality and Non-disclosure. In the course of the Executive’sservices, the Executive may have access to the Company, and/or the Company’s client’sand/or prospective client’s trade secrets and confidential information, including butnot limited to those embodied in memoranda, manuals, letters or other documents,computer disks, tapes or other information storage devices, hardware, or other media orvehicles, pertaining to the Company, and/or the Company’s client’s and/or prospectiveclient’s business. All such trade secrets and confidential information are consideredconfidential. All materials containing any such trade secret and confidentialinformation are the property of the Company and/or the Company’s client and/orprospective client, and shall be returned to the Company and/or the Company’s clientand/or prospective client upon expiration or earlier termination of this Agreement.The Executive shall not directly or indirectly disclose or use any such trade secret orconfidential information, except as required in the performance of theExecutive’s duties in connection with the Employment, or pursuant to applicable law.
 
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 (b) Trade Secrets. During and after the Employment, the Executive shallhold the Trade Secrets in strict confidence; the Executive shall not disclose theseTrade Secrets to anyone except other employees of the Company who have a need to knowthe Trade Secrets in connection with the Company’s business. The Executive shall notuse the Trade Secrets other than for the benefits of the Company.“Trade Secrets” means information deemed confidential by the Company,treated by the Company or which the Executive know or ought reasonably to have knownto be confidential, and trade secrets, including without limitation designs,processes, pricing policies, methods, inventions, conceptions, technology, technicaldata, financial information, corporate structure and know-how, relating to thebusiness and affairs of the Company and its subsidiaries, affiliates and businessassociates, whether embodied in memoranda, manuals, letters or other documents,computer disks, tapes or other information storage devices, hardware, or other mediaor vehicles. Trade Secrets do not include information generally known or releasedto public domain through no fault of the Executive. (c) Former Employer Information. The Executive agrees that he or she hasnot and will not, during the term of his or her employment, (i) improperly use ordisclose any proprietary information or trade secrets of any former employer or otherperson or entity with which the Executive has an agreement or duty to keep inconfidence information acquired by Executive, if any, or (ii) bring into the premisesof Company any document or confidential or proprietary information belonging to suchformer employer, person or entity unless consented to in writing by such formeremployer, person or entity. The Executive will indemnify the Company and hold itharmless from and against all claims, liabilities, damages and expenses, includingreasonable attorneys’ fees and costs of suit, arising out of or in connection with anyviolation of the foregoing. (d) Third Party Information. The Executive recognizes that the Company mayhave received, and in the future may receive, from third parties their confidential orproprietary information subject to a duty on the Company’s part to maintain theconfidentiality of such information and to use it only for certain limited purposes.The Executive agrees that the Executive owes the Company and such third parties, duringthe Executive’s employment by the Company and thereafter, a duty to hold all suchconfidential or proprietary information in the strictest confidence and not to discloseit to any person or firm and to use it in a manner consistent with, and for the limitedpurposes permitted by, the Company’s agreement with such third party.This Section 9 shall survive the termination of this Agreement for any reason. In theevent the Executive breaches this Section 9, the Company shall have right to seek remediespermissible under applicable law.
 
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**10.** **INVENTIONS** (a) Disclosure and Assignment of Inventions. The Executive understands thatthe Company engages in research and development and other activities in connection withits business and that, as an essential part of the Employment, the Executive isexpected to make new contributions to and create inventions of value for the Company.From and after the Effective Date, the Executive shall disclose in confidence to theCompany all inventions, improvements, designs, original works of authorship,formulas, processes, compositions of matter, computer software programs, databases,mask works and trade secrets (collectively, the “Inventions”), which theExecutive may solely or jointly conceive or develop or reduce to practice, or causeto be conceived or developed or reduced to practice, during the period of theExecutive’s Employment at the Company. The Executive acknowledges thatcopyrightable works prepared by the Executive within the scope of and during theperiod of the Executive’s Employment with the Company are “works for hire” and thatthe Company will be considered the author thereof. The Executive agrees that allthe Inventions shall be the sole and exclusive property of the Company and theExecutive hereby assign all his or her right, title and interest in and to any andall of the Inventions to the Company or its successor in interest without furtherconsideration. (b) Patent and Copyright Registration. The Executive agrees to assist theCompany in every proper way to obtain for the Company and enforce patents, copyrights,mask work rights, trade secret rights, and other legal protection for the Inventions.The Executive will execute any documents that the Company may reasonably request foruse in obtaining or enforcing such patents, copyrights, mask work rights, trade secretsand other legal protections. The Executive’s obligations under this paragraph willcontinue beyond the termination of the Employment with the Company, provided that theCompany will reasonably compensate the Executive after such termination for time orexpenses actually spent by the Executive at the Company’s request on such assistance.The Executive appoints the Secretary of the Company as the Executive’s attorney-in-factto execute documents on the Executive’s behalf for this purpose. (c) Return of Confidential Materials. In the event of the Executive’stermination of employment with the Company for any reason whatsoever, Executive agreespromptly to surrender and deliver to the Company all records, materials, equipment,drawings, documents and data of any nature pertaining to any confidential informationor to his or her employment, and Executive will not retain or take with him or her anytangible materials or electronically stored data, containing or pertaining to anyconfidential information that Executive may produce, acquire or obtain access to duringthe course of his or her employment.This Section 10 shall survive the termination of this Agreement for any reason. In theevent the Executive breaches this Section 10, the Company shall have right to seek remediespermissible under applicable law.
 
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**11.** **CONFLICTING EMPLOYMENT.**The Executive hereby agrees that, during the term of his or her employment with the Company,he or she will not engage in any other employment, occupation, consulting or other businessactivity related to the business in which the Company is now involved or becomes involvedduring the term of the Executive’s employment, nor will the Executive engage in any otheractivities that conflict with his or her obligations to the Company without the priorwritten consent of the Company.**12.** **NON-COMPETITION AND NON-SOLICITATION**In consideration of the salary paid to the Executive by the Company, the Executive agreethat during the term of the Employment and for a period of two (2) years following thetermination of the Employment for whatever reason: (a) The Executive will not approach clients, customers or contacts of the Companyor other persons or entities introduced to the Executive in the Executive’s capacity asa representative of the Company for the purposes of doing business with such persons orentities which will harm the business relationship between the Company and such personsand/or entities; (b) unless expressly consented to by the Company, the Executive will not assumeemployment with or provide services as a director or otherwise for any Competitor, orengage, whether as principal, partner, licensor or otherwise, in any Competitor; and (c) unless expressly consented to by the Company, the Executive will not seekdirectly or indirectly, by the offer of alternative employment or other inducementwhatsoever, to solicit the services of any employee of the Company employed as at orafter the date of such termination, or in the year preceding such termination.  The provisions contained in Section 12 are considered reasonable bythe Executive and the Company. In the event that any such provisionsshould be found to be void under applicable laws but would be valid ifsome part thereof was deleted or the period or area of applicationreduced, such provisions shall apply with such modification as may benecessary to make them valid and effective.   This Section 12 shall survive the termination of this Agreement forany reason. In the event the Executive breaches this Section 12, theExecutive acknowledges that there will be no adequate remedy at law,and the Company shall be entitled to injunctive relief and/or a decreefor specific performance, and such other relief as may be proper(including monetary damages if appropriate). In any event, theCompany shall have right to seek all remedies permissible underapplicable law. **13.** **WITHHOLDING TAXES**Notwithstanding anything else herein to the contrary, the Company may withhold (or causethere to be withheld, as the case may be) from any amounts otherwise due or payable under orpursuant to this Agreement such national, provincial, local or anyother income, employment, or other taxes as may be required to be withheld pursuant to anyapplicable law or regulation.
 
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**14.** **ASSIGNMENT**This Agreement is personal in its nature and neither of the parties hereto shall, withoutthe consent of the other, assign or transfer this Agreement or any rights or obligationshereunder; provided, however, that (i) the Company may assign or transfer this Agreement orany rights or obligations hereunder to any of its affiliates or subsidiaries without suchconsent, and (ii) in the event of a merger, consolidation, or transfer or sale of all orsubstantially all of the assets of the company with or to any other individual(s) or entity,this Agreement shall, subject to the provisions hereof, be binding upon and inure to thebenefit of such successor and such successor shall discharge and perform all the promises,covenants, duties, and obligations of the Company hereunder.**15.** **SEVERABILITY**If any provision of this Agreement or the application thereof is held invalid, theinvalidity shall not affect other provisions or applications of this Agreement which can begiven effect without the invalid provisions or applications and to this end the provisionsof this Agreement are declared to be severable.**16.** **ENTIRE AGREEMENT**This Agreement constitutes the entire agreement and understanding between the Executive andthe Company regarding the terms of the Employment and supersedes all prior orcontemporaneous oral or written agreements concerning such subject matter. The Executiveacknowledges that he or she has not entered into this Agreement in reliance upon anyrepresentation, warranty or undertaking which is not set forth in this Agreement. Anyamendment to this Agreement must be in writing and signed by the Executive and the Company.**17.** **GOVERNING LAW**This Agreement shall be governed by and construed in accordance with the law of the State ofNew York, USA.**18.** **AMENDMENT**This Agreement may not be amended, modified or changed (in whole or in part), except by aformal, definitive written agreement expressly referring to this Agreement, which agreementis executed by both of the parties hereto.**19.** **WAIVER**Neither the failure nor any delay on the part of a party to exercise any right, remedy,power or privilege under this Agreement shall operate as a waiver thereof, nor shall anysingle or partial exercise of any right, remedy, power or privilege preclude any other orfurther exercise of the same or of any right, remedy, power or privilege, nor shall anywaiver of any right, remedy, power or privilege with respect to any occurrence be construedas a waiver of such right, remedy, power or privilege withrespect to any other occurrence. No waiver shall be effective unless it is in writing andis signed by the party asserted to have granted such waiver.
 
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**20.** **NOTICES**All notices, requests, demands and other communications required or permitted under thisAgreement shall be in writing and shall be deemed to have been duly given and made if (i)delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by arecognized courier with next-day or second-day delivery to the last known address of theother party.**21.** **COUNTERPARTS**This Agreement may be executed in any number of counterparts, each of which shall be deemedan original as against any party whose signature appears thereon, and all of which togethershall constitute one and the same instrument. This Agreement shall become binding when oneor more counterparts hereof, individually or taken together, shall bear the signatures ofall of the parties reflected hereon as the signatories. Photographic copies of such signedcounterparts may be used in lieu of the originals for any purpose.**22.** **NO INTERPRETATION AGAINST DRAFTER**Each party recognizes that this Agreement is a legally binding contract and acknowledgesthat it, he or she has had the opportunity to consult with legal counsel of choice. In anyconstruction of the terms of this Agreement, the same shall not be construed against eitherparty on the basis of that party being the drafter of such terms.*[Remainder of this page has been intentionally left blank.]*
 
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.      **Home Inns & Hotels Management Inc.**