Exhibit 10.1


 


 


 


Off-Shore
Employment Agreement


 


 


 


THEREMPLOYMENT AGREEMENT (the" Agreement"),
dated as of June 1, 2012 is entered into by and between CHINA LINEN TEXTILE INDUSTRY., LTD., a company organized and existing under
the laws of the Cayman Islands (the "Company"), and Huang Xiaofang("Executive"), and shall become effective
as of the date hereof (the "Effective Date").


 


WHEREAS, the Company desires to employ Executive
and to enter into an agreement embodying the terms of such employment on and after the Effective Date and considers it essential
to its best interests and the best interests of its shareholders to foster the employment of Executive by the Company during the
term of the Agreement; and


 


WHEREAS, Executive desires and is willing
to enter into such employment with the Company and to enter into the Agreement; and


 


NOW, THEREFORE, in consideration of the premises
and mutual covenants herein and for other good and valuable consideration, the parties hereby agree as follows:


 


1.                 
Definitions. For the purposes of the Agreement:


 


"Group" means the Company
and any company which is for the time being and from time to time, the holding company, parent, subsidiary or Affiliate of the
Company.


 


"Affiliate" of a Person (the
"Subject Person") means any other Person directly or indirectly controlling, controlled by or under common control
with the Subject Person, where "control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise, and includes (a) ownership directly or indirectly of 50% or more of the shares in issue or other equity interests
of such Person, (b) possession directly or indirectly of 50% or more of the voting power of such Person or (c) the power directly
or indirectly to appoint a majority of the members of the board of directors or similar governing body of such Person, and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.


 


"Person", for the purpose
of the Agreement, means an individual, corporation, joint venture, enterprise, partnership, trust, unincorporated association,
Limited Liability Company, government or any department or agency thereof, or any other entity.


 


2.                 
Term of Employment. Subject to the provisions of Section 8


 


of the Agreement, the Agreement shall be effective for a period commencing on the Effective Date and ending
on the day immediately preceding first (1st) anniversary of the Effective Date (the "Initial
Term"); provided, however, that such term shall be automatically extended for successive twelve (12) month periods unless,
no later than thirty (30) days prior to the expiration of the Initial Term or any extension thereof, either party hereto shall
provide written notice to the other party hereto of its or her desire not to extend the term hereof (the Initial Term together
with any extension shall be referred to hereinafter as the "Employment Term").


 






    	 



    	 	



    
 


3.                 
Position.


 


(a)               
Executive shall serve as the Chief Financial Officer of the Company. In such position, Executive shall
have such duties and authority as stated in the Job Description attached to the Agreement as Attachment
Executive shall report to the Board of Directors of the Company (the “Board”). The Board shall have the right to adjust
the duties and authority of 


 


(b)              
Executive, provided the adjustment shall be suitable for an ordinary position of any chief financial officer, shall not
be substantial and shall be previously agreed by Executive.


 


(c)               
During the Employment Term, Executive will devote her business time and best efforts to the performance of her duties hereunder
and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict with the
rendition of such services either directly or indirectly, without the prior written consent of the Board.


 


4.                 
Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the "Base Salary")
at the rate of $18,927 in the year payable in regular installments in accordance with the Company's usual payroll practices. The
Board may from time to time review and increase the Base Salary in its sole discretion. However the Base Salary shall not be decreased
during the Employment Term. During the Employment Term, the Executive shall be eligible for any bonus program approved by the Board
for the benefit of the senior executives of the Company; provided however, that the foregoing shall not create any
presumption that a bonus will actually be granted by the Company to the Executive.


 


5.                 
Employee Benefits. During the Employment Term, Executive shall be provided with benefits on the same basis,
as benefits are generally made available to other senior executives of the Company.


 


6.                 
Vacation.  Executive shall be entitled to 10 days annual paid vacation in accordance with the vacation
accrual policy of the Company, in addition to the official regulatory holidays and vacations.


 


7.                 
Business Expenses. During the Employment Term, the Company in accordance with Company policies shall reimburse
all business expenses incurred by Executive in the performance of her duties hereunder.


 


8.                 
Termination. Notwithstanding any other provision of the Agreement:


 


(a)                For
Cause by the Company. The Company hereunder, may terminate the Employment Term, and Executive’s employment at any
time for "Cause" (as defined below) upon delivery of a 60-day "Notice of Termination" (as defined
in Section 8 (e)) by the Company to Executive, in which the cause or reason of
such termination is stated.  For purposes of the Agreement, "Cause" shall mean, in each case, as
reasonably determined by the Board: (i) conviction of, or entry of a pleading of guilty or no contest by, Executive with
respect to a felony or any lesser crime of which fraud or dishonesty is a material element; (ii) Executive's willful
dishonesty towards the Company; (iii) Executive's willful and continued failure to perform substantially all of her
duties with the Company, or a failure to follow the lawful direction of the Board after the Board delivers a written demand
for substantial performance and Executive neglects to cure such a failure to the reasonable satisfaction of the Board within
fifteen (15) days following receipt of such written demand; (iv) Executive's material, knowing and intentional failure to
comply with applicable laws with respect to the execution of the Company's business operations or her material breach of the
Agreement; (v) Executive's theft, fraud, embezzlement, dishonesty or similar conduct which has resulted or is likely to
result in material damage to the Company or any of its affiliates or subsidiaries; or (vi) Executive's habitual intoxication
or continued abuse of illegal drugs which materially interferes with Executive's ability to perform her assigned duties and
responsibilities.


 






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If Executive is terminated for
Cause pursuant to the Section 8 (a), she shall be entitled to receive only her Base Salary and
authorized benefits through the date of termination and she shall have no further rights to any compensation (including any
Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, if any, due to the Executive following
Executive's termination of employment for Cause pursuant to the Section 8 (a) shall be determined in accordance with
the plans, policies and practices of the Company; provided, however, that Executive shall not participate in
any severance plan, policy or program of the Company.


 


(b)              
Disability or Death. The Employment Term, and Executive's employment hereunder, shall terminate immediately upon
her death or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally
incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any
consecutive six (6) month period to perform her duties with substantially the same level of quality as immediately prior to such
incapacity (such incapacity is hereinafter referred to as "Disability"). Upon termination of Executive's employment
hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive her
Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the
termination occurs. Executive or Executive's estate (as the case may be) shall have no further rights to any compensation (including
any Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, if any, due Executive following Executive's
termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided,
however, that Executive (or her estate, as the case may be) shall not participate in any severance plan, policy or program of the
Company.


 


(c)               
Without Cause by the Company. The Employment Term, and Executive's employment hereunder, may be terminated by the
Company without Cause (other than by reason of Executive's Disability) following the delivery of a Notice of Termination to Executive.
If Executive's employment is terminated by the Company without Cause (other than by reason of Disability) , Executive shall receive,
within ten (10) days following termination, a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination
and (ii) any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. In addition, subject
to Executive's compliance with Sections 9, 10 and 11,
Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through
the first (1st) anniversary of the date of termination; provided, however, that if necessary to avoid additional
or accelerated taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments
of the foregoing payments on the six-month anniversary of the date of her termination in a lump
sum payment and the remainder of such payments shall thereafter be paid in bi-weekly installments through the first anniversary
of the date of termination. Executive shall have no further rights to any compensation (including any Base Salary or Bonus) or
any other benefits under the Agreement. All other benefits, if any, due Executive following a termination pursuant to the Section
8 (c) shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that
Executive shall not participate in any severance plan, policy or program of the Company. If Executive's employment is terminated
pursuant to the Section 8 (c), the continued payment of Base Salary shall be subject to Employee's
execution of a release in favor of the Company, its affiliates and their respective officers, directors and employees in such
form as may be required by the Company.


 


(d)               
For Good Reason of Executive. The Employment Term, and Executive's employment hereunder, may be terminated by Executive
for "Good Reason" (as defined below) following the delivery of a Notice of Termination to the other party. If Executive's
employment is terminated by Executive for Good Reason, Executive shall receive, within thirty (30) days following termination,
a lump sum payment of (i) any earned but unpaid Base Salary through the date of termination and (ii) any earned but unpaid Bonus
for any calendar year preceding the year in which the termination occurs. In addition, subject to Executive's compliance with
Sections 9, 10 and 11,
Executive shall continue to receive in bi-weekly installments the Base Salary Executive would have otherwise received through
the first (1st) anniversary of the date of termination; provided, however, that if necessary to avoid additional or accelerated
taxation pursuant to Section 409A of the Code, Executive will receive the first twelve (12) installments of the foregoing payments
on the six-month anniversary of the date of her termination in a lump sum payment and the remainder of such payments shall thereafter
be paid in bi-weekly installments through the first anniversary of the date of termination. Executive shall have no further rights
to any compensation (including any Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, if any,
due Executive following a termination pursuant to the Section 8 (c)
shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive shall
not participate in any severance plan, policy or program of the Company.


 






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For purposes of the Agreement, "Good Reason" means: 


 


(i)                  
Any failure by the Company to comply with any of the material provisions of the Agreement, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith;


 


(ii)                
any change in the duties or responsibilities (including reporting responsibilities) of Executive that is inconsistent in
any material and adverse respect with Executive's position(s), duties or responsibilities with the Company (including any material
and adverse diminution of such duties or responsibilities); provided, however, that Good Reason shall not be deemed
to occur upon a change in duties or responsibilities (other than reporting responsibilities) that is solely and directly a result
of any event set forth in Section 8 (a), (b) or (d);
or


 


(iii)                any
failure by the Company to comply with the provisions of Section 4 of the Agreement; provided that a termination by
Executive with Good Reason shall be effective only if, within thirty (30) days following the delivery of a Notice of
Termination for Good Reason by Executive to the Company, the Company has failed to cure the circumstances giving rise to Good
Reason.


 


(d)               Termination
by Executive without Good Reason. Executive hereunder, may terminate the Employment Term, and
Executive’s employment without Good Reason following the delivery of a Notice of Termination to the Company. Upon a
termination by Executive pursuant to this Section 8 (d), Executive shall be entitled to her
Base Salary and Bonus up to the date of such termination and she shall have no further rights to any compensation (including
any Base Salary or Bonus) or any other benefits under the Agreement. All other benefits, if any, due Executive following
termination pursuant to this Section 8 (d) shall be determined in accordance with the plans, policies and practices of
the Company; provided, however, that Executive shall not participate in any severance plan, policy or program of the
Company.


 


(e)               
Notice of Termination. Any purported termination of employment by the Company or Executive (other than on account
of the death of Executive) shall be communicated by a written Notice of Termination to Executive or the Company, respectively,
delivered in accordance with Section 14(j) hereof. For purposes of the Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in the Agreement relied upon, the date of termination,
and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under
the provision so indicated.  The date of termination of Executive's employment shall be the date so stated in the Notice of
Termination and shall be no less than thirty (30) days following the delivery of a Notice of Termination; except that in the case
of a termination by the Company for Cause in accordance with the terms of Section 8(a) hereof, in which case the date of termination
of Executive’s employment may be, at the sole discretion of the Company, be the same date as the delivery of the Notice of
Termination.


 


9.                 
Non-Competition/Non-Solicitation.


 


(a)               
Executive acknowledges and recognizes the highly competitive nature of the "Business" (as defined below) of the
Company and its subsidiaries and affiliates and accordingly agrees as follows:


 


(i)                  
(A) The term "Business" means the manufacturing, whether directly by the Company or through its various
subsidiaries or Affiliates (including without limitation NJPV), of photovoltaic cells and such other related business activities
as the Company may engage in from time to time; (B) the Business is conducted primarily in the People's Republic of China
("China" or the "PRC"); (C) Executive has intimate and valuable knowledge of the Business,
as well as technical, financial, customer, supplier and other confidential information related to the Business, which, if exploited
by Executive in contravention of the terms of the Agreement, would seriously, adversely and irreparably affect the ability of the
Company to continue the Business; (D) the agreements and covenants contained in the Agreement, as they relate to the Business and
otherwise, have been determined by the Company to be essential to protect the Business and goodwill of the Company; (E) for purposes
of this Section 9, the Company shall be construed to include the Company and its subsidiaries and affiliates; and (F) Executive
has the means to support himself and her dependents other than by engaging in the Business, and the provisions of the Agreement
will not impair such ability in any manner whatsoever.


 






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(ii)               
During the Employment Term and until the third anniversary of the date Executive ceases to be employed by the Company
(the "Restricted Period"), Executive will not directly or indirectly, (A) engage in the Business for Executive's
own account in China, (B) enter the employ of, or render any services to, any Person engaged in the Business in the PRC or
(C) acquire a financial interest in, or otherwise become actively involved with, any person engaged in the Business in the
PRC, directly or indirectly (and whether or not for compensation), as an individual, partner, shareholder, officer, director, principal,
agent, trustee or consultant, or (D) interfere with business relationships (whether formed before or after the Effective Date)
between the Company and customers or suppliers of, or consultants to, the Company.   


 


(iii)               
Notwithstanding anything to the contrary in the Agreement, Executive may, directly or indirectly, own, solely through passive
ownership as a portfolio investment (with no director designation rights or other special governance rights), securities of any
person engaged in the Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market
if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not,
directly or indirectly, own 1% or more of any class of securities of such person.


 


(iv)              
During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the
Company, or directly or indirectly hire, any person who is an employee of or consultant then under contract with the Company or
who was an employee of or consultant then under contract with the Company within the one year preceding such activity without the
Company's written consent.


 


(b)              
It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this
Section 9 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory
or any other restriction contained in the Agreement is an unenforceable restriction against Executive, the provisions of the Agreement
shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent
as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds
that any restriction contained in the Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not affect the enforceability of any of the other restrictions contained herein.


 


10.             
Non disparagement. Executive agrees (whether during or after Executive's employment with the Company) not
to issue, circulate, publish or utter any false or disparaging statements, remarks or rumors about the Company or its affiliates
or the officers, directors, managers or shareholders of the Company or its affiliates unless giving truthful testimony under subpoena.


 


11.             
Confidentiality. Executive shall not, without the prior written consent of the Company, use, divulge, disclose
or make accessible to any other person, firm, partnership, corporation or other entity, any "Confidential Information"
(as defined below) except while employed by the Company, in furtherance of the business of and for the benefit of the Company or
its affiliates; provided that Executive may disclose such information when required to do so by a court of competent jurisdiction,
by any governmental agency having supervisory authority over the business of the Company and/or its affiliates, as the case may
be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge,
disclose or make accessible such information; provided, further, that in the event that Executive is ordered by a court or other
government agency to disclose any Confidential Information or Personal Information, Executive shall (i) promptly notify the
Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the
Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company,
such confidential treatment as may be available under applicable laws for any information disclosed under such order. For purposes
of this Section 11, "Confidential Information" shall mean non-public information concerning the financial
data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other
non-public, proprietary and confidential information relating to the business of the Company or its subsidiaries, affiliates or
customers, that, in any case, is not otherwise available to the public (other than by Executive's breach of the terms hereof).
Upon termination of Executive's employment with the Company and its affiliates, Executive shall return all Company property, including,
without limitation, files, records, disks and any media containing Confidential Information, including all copies thereto.


 






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12.             
Assignment of Inventions.


 


(a)               
Exhibit A hereto lists all inventions, original works of authorship, developments, improvements, and trade secrets
which were made by the Executive prior to here employment with the Company (collectively referred to as "Prior Inventions"),
which belong to the Executive, which relate to the Company's Business, products or research and development, and which are not
assigned to the Company hereunder; or, if no such list is attached, the Executive represents that there are no such Prior Inventions.


 


(b)              
If in the course of her employment with the Company, the Executive incorporates into a product, process or machine of the
Company and/or any other member of the Group a Prior Invention owned by him or in which he have an interest, the Company and/or
any member of the Group is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.


 


(c)               
The Executive shall promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit
of the Company, and hereby assign, free or charge, to the Company, or its designee, all the right, title, and interest he may have
in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas,
trademarks or trade secrets, processes, copyright works, know-how, Confidential Information, any other work's information or matter
which gives rise or may give rise to any intellectual property of whatsoever nature, whether or not patentable or registrable under
any law of any country, which he may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during her employment with the Company (collectively referred to as "Inventions"), except
as provided in Section 12(j) below.


 


(d)              
The Executive acknowledges that the Company, or its designee, has the absolute title, right or interest in and to any and
all original inventions or works of authorship which are made by him, as an employee, (solely or jointly with others) within the
scope of and during the period of the employment with the Company and which inventions and works are the "service invention-creation"
and "works made for hire" as defined under applicable law. If any one or more of the aforementioned Inventions can be
protected by copyright and are not considered to be "service invention-creation" or "works made for hire" as
defined under applicable law, such items shall be deemed to be assigned and transferred completely and exclusively to the Company,
or its designee, by virtue of the execution of the Agreement by the Executive.


 


(e)               
The Executive acknowledges that the decision whether or not to commercialize or market any invention developed by him solely
or jointly with others is within the Company' sole discretion and for the sole benefit of the Company and/or any other member of
the Group, and that no royalty will be due to the Executive as a result of the Company's efforts (or the efforts of any member
of the Group) to commercialize or market any such Invention.


 


(f)               
The Executive shall keep and maintain adequate and current written records of all Inventions made by him (solely or jointly
with others) during the term of her employment with the Company. The records will be in the form of notes, sketches, drawings,
and any other format that may be specified by the Company. The records will be available to and remain the sole property of the
Company at all times.


 






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(g)              
The Executive shall assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's
(or its designee's) rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights
relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall
deem necessary in order to apply for and obtain such rights and in order to assign and convey to its 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, and to do all other things reasonably requested by the Company, or its designee,
(both during and after the term of the Agreement) in order to vest more fully in the Company, or its designee, all ownership rights
in the Inventions.


 


(h)              
If the Company is unable because of the Executive's mental or physical incapacity or for any other reason to secure her
signature to apply for or to pursue any application for any United States, PRC or foreign patents or copyright registrations covering
Inventions or original works of authorship assigned to the Company as set forth above, the Executive hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as her agent and attorney in fact, to act for and in her behalf
and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and
issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Executive.


 


(i)                
With respect to Inventions that are not considered as "service invention-creation" or "works made for hire"
under applicable law, to the extent that any application, registration or other governmental processes may be required in order
to protect the Company's, or its designee's ownership of any Inventions, the Executive hereby grants the Company, or its designee,
an irrevocable power of attorney to execute all documents and do all acts in her name as the Company, or its designee, may deem
necessary or advisable to effect such processes and agrees to diligently and faithfully assist the Company, or its designee, in
effecting such processes.


 


(j)                
Any assignment of any Inventions under the Agreement includes all rights of paternity, integrity, disclosure and withdrawal
and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights").
To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws
in the various countries where such Moral Rights exist, the Executive hereby waives such Moral Rights and consent to any action
of the Company, or its designee, that would violate such Moral Rights in the absence of such consent. The Executive hereby covenants
to confirm any such waivers and consents from time to time as requested by the Company, or its designee.


 


(k)              
In respect of any inventions which are not Inventions but which relate to the business of the Company or Group, the Company
or any member of the Group shall have a pre-emptive right to acquire for itself or its nominee all or any part (at the Company's
option) of the Executive's rights therein within three (3) months of their disclosure by the Executive to the Company under Section
12(c) above on such terms as shall be agreed by the Company and Executive. In the event that the Company or any member of the Group
decides not to acquire such inventions, the Executive hereby grants to the Company, a perpetual, worldwide, irrevocable, royalty-free,
fully paid-up, exclusive license to use for any and all purposes and in any manner any such other inventions that are within the
scope of the actual and anticipated business of the Company or the Group.


 


13.             
Enforcement of Restrictive Covenants. Executive acknowledges and agrees that the Company's remedies at law
for a breach or threatened breach of any of the provisions of Sections 9, 10, 11 or 12 herein would be inadequate and, in
recognition of the fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies
at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance,
temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. In addition,
upon a violation by Executive of Section 9, 10, 11 or 12, as determined in good faith by the Board, all payments remaining due
to Executive pursuant to Section 8(c), if applicable, shall immediately cease.


 


14.             
Miscellaneous.


 


(a)               
Acceptance. Executive hereby represents that her performance and execution of the Agreement does not and will not
constitute a breach of any agreement or arrangement to which he is a party or is otherwise bound, including, without limitation,
any non-competition or employment agreement.


 






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(b)              
GOVERNING LAW; CONSENT TO JURISDICTION. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK OF THE UNITED STATES OF AMERICA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF ANY JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT
OF THE STATE OF NEW YORK. ANY ACTION TO ENFORCE THE AGREEMENT AND/OR THE EXHIBITS HERETO (OTHER THAN AN ACTION WHICH MUST BE BROUGHT
BY ARBITRATION PURSUANT TO SECTION 14(d)) MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED
IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE
RESOLUTION OF ANY SUCH ACTION.


 


(c)               
JURY TRIAL WAIVER. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING
UNDER OR IN CONNECTION WITH THE AGREEMENT OR EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS LITIGATED OR HEARD IN ANY COURT.


 


(d)              
Arbitration; Legal Fees. Except to the extent contemplated by Section 13, any dispute, controversy or other claim
arising out of or relating to (i) the Agreement, or (ii) Executive's employment with the Company shall be resolved by
binding confidential arbitration before a single arbitrator, to be held in New York, New York in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. Each party shall be responsible for its own expenses relating to the conduct of the arbitration
or litigation (including reasonable attorneys' fees and expenses) and shall share the fees of the American Arbitration Association
and the arbitrator, if applicable, equally.


 


(e)               
Entire Agreement/Effectiveness of the Agreement. The Agreement constitutes the entire agreement between the parties
as of the Effective Date and supersedes all previous agreements and understandings between the parties with respect to the subject
matter thereof. Executive hereby acknowledges and agrees that the Prior Employment Agreement shall terminate as of immediately
prior to the Effective Date and Executive shall have no further rights thereunder and the Company and its affiliates shall have
no further obligations thereunder.


 


(f)               
Amendments. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth herein. The Agreement may not be altered, modified,
or amended except by written instrument signed by the parties hereto. Sections 9, 10, 11, 12 and 13 survive the termination of
the Agreement and the termination of Executive's employment with the Company, except as otherwise specifically stated therein.


 


(g)              
No Waiver. The failure of a party to insist upon strict adherence to any term of the Agreement on any occasion shall
not be considered a waiver of such party's rights or deprive such party of the right thereafter to insist upon strict adherence
to that term or any other term of the Agreement.


 


(h)              
Severability. In the event that any one or more of the provisions of the Agreement shall be or become invalid, illegal
or unenforceable in any respect, each such provision shall be processed with whatever deletion or modification is necessary so
that the provision is otherwise legal, valid and enforceable and gives effect to the commercial intention of the parties. To the
extent it is not possible to delete or modify the provision, in whole or in part, then such provision or part of it shall, to the
extent that it is illegal, invalid or unenforceable, be deemed not to form part of the Agreement and the validity, legality and
enforceability of the remaining provisions of the Agreement shall, subject to any deletion or modification made hereunder, not
be affected.


 


(i)                
Assignment. Executive shall not have the right to assign her interest in the Agreement, any rights under the Agreement
or any duties imposed under the Agreement. The Company may assign all rights and obligations under the Agreement to any successor
in interest to substantially all of the business operations of the Company. However the Company shall guarantee that Executive
continues to enjoy all the rights and benefits under the Agreement once the rights and obligations of the Company under the Agreement
is assigned to the third party. Such assignment shall become effective when the Company notifies Executive of such assignment or
at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Company hereunder
shall become the rights and obligations of such successor company.


 






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(j)                
Notice. For the purpose of the Agreement, notices and all other communications provided for in the Agreement shall
be in writing and shall be deemed to have been duly given if delivered personally, if delivered by overnight courier service, if
sent by facsimile transmission or if mailed by registered mail, return receipt requested, postage prepaid, addressed to the respective
addresses or sent via facsimile to the respective facsimile numbers, as the case may be, as set forth below, or to such other address
as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall
be effective only upon receipt; provided, however, that (i) notices sent by personal delivery or overnight courier shall be deemed
given when delivered; (ii) notices sent by facsimile transmission shall be deemed given upon the sender's receipt of confirmation
of complete transmission, and (iii) notices sent by United States registered mail shall be deemed given seven (7) days after the
date of deposit in the United States mail.


 


			If to Executive, to:



 


Huang Xiaofang





Chengdong Street, Lanxi County





Heilongjiang, PRC 151521





+86 (455) 5636087





  Email: huangxiaofang@chinalinentextile.com


 


 





If to the Company, to:


 


Mr. Zhaochunfu


Chengdong Street, Lanxi County


Heilongjiang, PRC 151500


Facsimile: +86 (455) 5636087






with a copy to:


 


Wei Wang


Sichenzia Ross
Friedman Ference LLP


Tel: (212) 930-9700


Fax: (212) 930-9725


Email: wwang@SRFF.COM


 


(k)              
Withholding Taxes. The Company may withhold from any amounts payable under the Agreement such Federal, state,
local and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


(l)                
Continuation of Employment. Unless the parties otherwise agree in writing, continuation of Executive's employment
with the Company beyond the expiration of the Employment Term shall be deemed an employment "at will" and shall not be
deemed to extend any of the provisions of the Agreement, and Executive's employment may thereafter be terminated at will by Executive
or the Company.


 


(m)            
Counterparts. The Agreement may be signed in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.


 


[THE REMAINDER OF THERPAGE IS INTENTIONALLY
LEFT BLANK]


 






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IN WITNESS WHEREOF, the parties hereto have
duly executed the Agreement as of the day and year first above written.


 


 





	 	EXECUTIVE (Chief Financial Officer)	 
	 	 	 	 
	 	 	 	 
	 	/s/ Huang Xiaofang	 
	 	Huang Xiaofang


 


 


 








	 	CHINA LINEN TEXTILE INDUSTRY. LTD.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Gao Ren	 
	 	Name:	Gao Ren
	 	Title:	Chairman & CEO


   






    	 



    	 



    
 


 





EXHIBIT A


 


Prior Inventions


 


None


  



    	 



    	 



    



 



 


 


 


 


 


  


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


CHINA LINEN TEXTILE INDUSTRY, LTD.


 


AND


 


Huang Xiaofang


 


 


 


________________________________


 


Dated June 1, 2012


 


________________________________


 


 


 


 


 


 


 


 



 











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