EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      dated as
      of the 15th
      day of
      January, 2008, by and among China Display Technologies, Inc., a Delaware
      corporation with its principal office at 12A Block, Xinhe Road, No. 3 Xinqiao,
      Industrial Zone, Shajing District, Baoan Town, Shenzhen, China
      150090 (the
      “Company”), and Yip Kam Ming, an individual residing at Flat H, 11/F., Cotton
      Tree Court, New Town Plaza, Phase III, Shatin, Hong Kong
      (“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      Company desires to engage Executive to serve at its chief financial officer
      on
      and subject to the terms of this Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises set forth in this Agreement, the parties
      agree as follows:

     

    1. Employment
      and Duties.

     

    (a) Subject
      to the terms and conditions hereinafter set forth, the Company hereby employs
      Executive as chief financial officer, during the Term, as hereinafter defined.
      As chief financial officer of the Company, Executive shall have the duties
      and
      responsibilities associated with the chief financial officer of a public
      corporation. Executive shall report to the Company’s chief executive officer.
      Executive shall also perform such other duties and responsibilities as may
      be
      determined by the Company’s board of directors (the “Board”), as long as such
      duties and responsibilities are consistent with those of the Company’s chief
      financial officer. 

     

    (b) The
      “Probation Term” shall mean the period commencing on January 15, 2008 and ending
      on April 14, 2008. The “Term” shall mean the period commencing on April 15, 2008
      and continuing thereafter until terminated pursuant to Section 5 of this
      Agreement.

     

    2. Executive’s
      Performance.
      Executive hereby accepts the employment contemplated by this Agreement. During
      the Term, Executive shall perform his duties diligently, in good faith and
      in a
      manner consistent with the best interests of the Company, and shall devote
      substantially all of his business time to the performance of his duties under
      this Agreement. In the course of his employment, Executive shall comply with
      all
      policies, including Codes of Ethics, that are applicable to the Company’s
      officers in general and chief financial and accounting officers, in
      particular.

     

    3. Compensation
      and Other Benefits.

     

    (a) For
      his
      services during the Probation Term and during the Term, the Company shall pay
      Executive a salary (“Salary”) at the monthly rate of sixty five thousand Hong
      Kong dollars (HK$65,000). Salary payments shall be payable monthly in arrears
      in
      accordance with the Company’s policy on executive compensation. 

     

    (b) Executive
      shall not be entitled to any fringe benefits during the Probation Term. During
      the Term, Executive shall receive, in addition to Salary, the following
      benefits:

     

    (i)
      An
      annual bonus equal to one month’s salary, payable in December of each year,
      based on the monthly salary in effect on November 30 of the year.

     

    (ii)
      Such
      benefits as are available to Company employees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)
      Ten
      days paid sick leave annually. If such sick leave exceeds two days in any one
      month, the Executive must provide a physician’s certificate describing the
      reasons for the sick leave, which the Company may in its sole discretion approve
      or disapprove.

     

    (iv)
      Twenty days paid leave annually. Such paid leave may not be carried over or
      be
      exchanged for cash. Executive shall schedule his leave in a manner consistent
      with his duties as chief financial officer, including his services required
      in
      connection with the Company’s filings with the United States Securities and
      Exchange Commission, and the Company’s vacation policy.

     

    (v)
      Eligibility to participate in any employee stock option plan or other equity
      participation plans that are available to employees of the Company, it being
      understood that the grant of options or other equity-based incentives is in
      the
      discretion of the compensation committee of the board of directors.

     

    (c) During
      the Term, Executive shall be eligible for such bonuses payments and increases
      in
      Salary as shall be determined by the Compensation Committee in its sole
      discretion.

     

    (d) The
      Company shall grant to Executive 50,000 shares (the “Grant”) per year during the
      Term. The initial Grant shall vest in nine equal monthly installments,
      commencing April 15, 2008 through and including January 15, 2009. The Company
      shall make an additional 50,000 share Grant of the commencement of the Term,
      provided that Executive shall be employed by the Company as chief financial
      officer on that date. Executive shall be eligible for additional annual Grants
      of 50,000 shares, in the discretion of the Compensation Committee. The terms
      of
      the Grants shall be set forth in the Instrument of Grant from the Company to
      the
      Executive. If this Agreement is terminated pursuant to Section 5, any nonvested
      Shares shall be automatically forfeited to the Company unless the Company
      otherwise notifies the Executive. Upon notice from the Company of such
      forfeiture, the Executive shall immediately return to the Company any stock
      certificate that evidences non-vested Shares and shall execute and all such
      documents and instruments to all the Company to reacquire the forfeited Shares.
      The certificates for these shares shall include an appropriate legend referring
      to the forfeiture provisions of the Grant.

     

    4. Reimbursement
      of Expenses.
      The
      Company shall reimburse Executive, upon presentation of proper expense
      statements, for all authorized, ordinary and necessary out-of-pocket expenses
      reasonably incurred by Executive during the Term in connection with the
      performance of his services pursuant to this Agreement in accordance with the
      Company’s expense reimbursement policy.

     

    5. Termination
      of Employment

     

    (a) During
      the Probation Term, this Agreement and Executive’s Employment, may be terminated
      by the Company or Executive for any reason and without any prior notice. No
      severance pay shall be payable to Executive for termination during the Probation
      Term.

     

    (b) During
      the Term, this Agreement and Executive’s employment pursuant to this Agreement
      may be terminated by the Executive or the Company on not less than 30 days’
written notice, provided that the Company may elect to terminate this Agreement
      and the Executive’s employment pursuant to this Agreement forthwith upon payment
      to the Executive one month’s Salary. 

     

    
      
        
        

      

      
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    6. Trade
      Secrets and Proprietary Information.

     

    (a) Executive
      recognizes and acknowledges that the Company, through the expenditure of
      considerable time and money, has developed and will continue to develop in
      the
      future confidential information. “Confidential information” shall mean all
      information of a proprietary or confidential nature relating to Covered Persons,
      including, but not limited to, such Covered Person’s trade secrets or
      proprietary information, confidential know-how, and marketing, services,
      products, business, research and development activities, inventions and
      discoveries, whether or not patentable, and information concerning such Covered
      Person’s services, business, customer or client lists, proposed services,
      marketing strategy, pricing policies and the requirements of its clients and
      relationships with its lenders, suppliers, licensors, licensees and others
      with
      which a Covered Person has a business relationship, financial or other data,
      technical data or any other confidential or proprietary information possessed,
      owned or used by the Company, the disclosure of which could or does have a
      material adverse effect on the Company, its businesses, any business in which
      it
      proposes to engage. Executive agrees that he will not at any time use or
      disclose to any person any confidential information relating to Company;
      provided, however, that nothing in this Section 6(a) shall be construed to
      prohibit Executive from using or disclosing such information if he can
      demonstrate that such information (i) became public knowledge other than by
      or
      as a result of disclosure by a person not having a right to make such disclosure
      or (ii) was disclosure that was authorized by the Company. The term “Covered
      Person” shall include the Company, any subsidiaries and affiliates and any other
      person who provides information to the Company pursuant to a secrecy or
      non-disclosure agreement.

     

    (b) In
      the
      event that any confidential information is required to be produced by Executive
      pursuant to legal process (including judicial process or governmental
      administrative subpoena), Executive shall give the Company notice of such legal
      process within a reasonable time, but not later than ten business days prior
      to
      the date such disclosure is to be made, unless Executive has received less
      notice, in which event Executive shall immediately notify the Company. The
      Company shall have the right to object to any such disclosure, and if the
      Company objects (at the Company’s cost and expense) in a timely manner so that
      Executive is not subject to penalties for failure to make such disclosure,
      Executive shall not make any disclosure until there has been a court
      determination on the Company’s objections. If disclosure is required by a court
      order, final beyond right of review, or if the Company does not object to the
      disclosure, Executive shall make disclosure only to the extent that disclosure
      is required by the court order, and Executive will
      exercise reasonable efforts at the Company’s expense, to obtain reliable
      assurance that confidential treatment will be accorded the confidential
      information.

     

    (c) Executive
      shall, upon expiration or termination of the Term, or earlier at the request
      of
      the Company, turn over to the Company or destroy all documents, papers, computer
      disks or other material in Executive’s possession or under Executive’s control
      which may contain or be derived from confidential information. To the extent
      that any confidential information is on Executive’s hard drive or other storage
      media, he shall, upon the request of the Company, cause either such information
      to be erased from his computer disks and all other storage media or otherwise
      take reasonable steps to maintain the confidential nature of the
      material.

     

    (d) Executive
      further realizes that any trading in Company’s common stock or other securities
      or aiding or assisting others in trading in Company’s common stock or other
      securities, including disclosing any non-public information concerning Company
      or its affiliates to a person who uses such information in trading in the
      Company’s common stock or other securities, may constitute a violation of
      federal and state securities laws. Executive will not engage in any transactions
      involving the Company’s common stock or other securities while in the possession
      of material non-public information in a manner that would constitute a violation
      of federal and state securities laws.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (e) For
      the
      purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall
      include the Company, and any subsidiaries and affiliates.

     

    7. Covenant
      Not To Solicit or Compete.

     

    (a) During
      the period from the date of this Agreement until one year following the date
      on
      which Executive’s employment is terminated, Executive will not, directly or
      indirectly:

     

    (i)
      persuade or attempt to persuade any person which is or was a customer, client
      or
      supplier of the Company to cease doing business with the Company, or to
      reduce
      the amount of business it does with the Company (the terms “customer” and
“client” as used in this Section 7 to include any potential customer or
      client to whom the Company submitted bids or proposals, or with whom the Company
      conducted negotiations, during the term of Executive’s employment or consulting
      relationship hereunder or during the twelve (12) months preceding the
      termination of his employment or consulting relationship, as the case may
      be);

     

    (ii)
      solicit for himself or any other person other than the Company the business
      of
      any person which is a customer or client of the Company, or was a customer
      or
      client of the Company within one (1) year prior to the termination of his
      employment or consulting relationship;

     

    (iii)
      persuade or attempt to persuade any employee of the Company, or any individual
      who was an employee of the Company during the one (1) year period prior to
      the
      lawful and proper termination of this Agreement, to leave the Company’s employ,
      or to become employed by any person in any business in the PRC or HK whether
      as
      an officer, director, consultant, partner, guarantor, principal, agent,
      employee, advisor or in any manner, which directly competes with the business
      of
      the Company as it is engaged in at the time of the termination of this
      Agreement, unless, at the time of such termination or thereafter during the
      period that the Executive is bound by the provisions of this Section 7, the
      Company ceases to be engaged in such activity, provided, however, that nothing
      in this Section 7 shall be construed to prohibit the Executive from owning
      an interest of not more than five (5%) percent of any public company engaged
      in
      such activities.

     

    (b) Executive
      will not, during or after the Probation Term or the Term, make any disparaging
      statements concerning the Company, its business, officers, directors and
      employees that could injure, impair, damage or otherwise affect the relationship
      between the Company, on the one hand, and any of the Company’s employees,
      suppliers, customers, clients or any other person with which the Company has
      or
      may conduct business or otherwise have a business relationship of any kind
      and
      description; provided, however, that this sentence shall not be construed to
      prohibit either from giving factual information required to be given pursuant
      to
      legal process, subject to the provisions of Section 6(b) of this Agreement.
      The
      Company will not make any disparaging statements concerning Executive. This
      Section 7(b) shall not be construed to prohibit the either party from giving
      factual information concerning the other party in response to inquiries that
      such party believes are bona fide.

     

    (c) The
      Executive acknowledges that the restrictive covenants (the “Restrictive
      Covenants”) contained in Sections 6 and 7 of this Agreement are a condition
      of his employment and are reasonable and valid in geographical and temporal
      scope and in all other respects. If any court determines that any of the
      Restrictive Covenants, or any part of any of the Restrictive Covenants, is
      invalid or unenforceable, the remainder of the Restrictive Covenants and parts
      thereof shall not thereby be affected and shall remain in full force and effect,
      without regard to the invalid portion. If any court determines that any of
      the
      Restrictive Covenants, or any part thereof, is invalid or unenforceable because
      of the geographic or temporal scope of such provision, such court shall have
      the
      power to reduce the geographic or temporal scope of such provision, as the
      case
      may be, and, in its reduced form, such provision shall then be
      enforceable.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (d) Nothing
      in this Section 7 shall be construed to prohibit Executive from owning a
      passive, non-management interest of less than 5% in any public company that
      is
      engaged in activities prohibited by this Section 7.

     

    8. Injunctive
      Relief.
      Executive agrees that his violation or threatened violation of any of the
      provisions of Sections 6 or 7 of this Agreement shall cause immediate and
      irreparable harm to the Company. In the event of any breach or threatened breach
      of any of said provisions, Executive consents to the entry of preliminary and
      permanent injunctions by a court of competent jurisdiction prohibiting Executive
      from any violation or threatened violation of such provisions and compelling
      Executive to comply with such provisions. This Section 8 shall not affect
      or limit, and the injunctive relief provided in this Section 8 shall be in
      addition to, any other remedies available to the Company at law or in equity
      or
      in arbitration for any such violation by Executive. The provisions of Sections
      6, 7 and 8 of this Agreement shall survive any termination of this Agreement
      and
      Executive’s employment and consulting relationship pursuant to this
      Agreement.

     

    9. Indemnification.
      The
      Company shall provide Executive with indemnification to the maximum extent
      permitted by the Company’s certificate of incorporation, by-laws and applicable
      law. 

     

    10. Representations
      by the Executive.
      Executive represents, warrants, covenants and agrees that he has a right to
      enter into this Agreement, that he is not a party to any agreement or
      understanding, oral or written, which would prohibit performance of his
      obligations under this Agreement, and that he will not use in the performance
      of
      his obligations hereunder any proprietary information of any other party which
      he is legally prohibited from using.

     

    11. Miscellaneous.

     

    (a) Any
      notice, consent or communication required under the provisions of this Agreement
      shall be given in writing and sent or delivered by hand, overnight courier
      or
      messenger service, against a signed receipt or acknowledgment of receipt, or
      by
      registered or certified mail, return receipt requested, or telecopier or similar
      means of communication if receipt is acknowledged or if transmission is
      confirmed by mail as provided in this Section 11(b), to the parties at
      their respective addresses set forth at the beginning of this Agreement, with
      notice to the Company being sent to the attention of the individual who executed
      this Agreement on its behalf. Any party may, by like notice, change the person,
      address or telecopier number to which notice is to be sent.

    


    (b) Any
      dispute or difference arising out of or in connection with this Agreement must
      be referred to and determined by arbitration by one arbitrator at the Hong
      Kong
      International Arbitration Centre.

     

    (c) If
      any
      term, covenant or condition of this Agreement or the application thereof to
      any
      party or circumstance shall, to any extent, be determined to be invalid or
      unenforceable, the remainder of this Agreement, or the application of such
      term,
      covenant or condition to parties or circumstances other than those as to which
      it is held invalid or unenforceable, shall not be affected thereby and each
      term, covenant or condition of this Agreement shall be valid and be enforced
      to
      the fullest extent permitted by law, and any court or arbitrator having
      jurisdiction may reduce the scope of any provision of this Agreement, including
      the geographic and temporal restrictions set forth in Section 7 of this
      Agreement, so that it complies with applicable law.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (d) This
      Agreement constitutes the entire agreement of the Company and Executive as
      to
      the subject matter hereof, superseding all prior or contemporaneous written
      or
      oral understandings or agreements, including any and all previous employment
      agreements or understandings, all of which are hereby terminated, with respect
      to the subject matter covered in this Agreement. This Agreement may not be
      modified or amended, nor may any right be waived, except by a writing which
      expressly refers to this Agreement, states that it is intended to be a
      modification, amendment or waiver and is signed by both parties in the case
      of a
      modification or amendment or by the party granting the waiver. No course of
      conduct or dealing between the parties and no custom or trade usage shall be
      relied upon to vary the terms of this Agreement. The failure of a party to
      insist upon strict adherence to any term of this Agreement on any occasion
      shall
      not be considered a waiver or deprive that party of the right thereafter to
      insist upon strict adherence to that term or any other term of this
      Agreement.

     

    (e) No
      party
      shall have the right to assign or transfer any of its or his rights hereunder
      except that the Company’s rights and obligations may be assigned in connection
      with a merger of consolidation of the Company or a sale by the Company of all
      or
      substantially all of its business and assets.

     

    (f) This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, successors, executors, administrators and permitted
      assigns.

     

    (g) The
      headings in this Agreement are for convenience of reference only and shall
      not
      affect in any way the construction or interpretation of this
      Agreement.

     

    (h) This
      Agreement may be executed in counterparts, each of which when so executed and
      delivered will be an original document, but both of which counterparts will
      together constitute one and the same instrument. 

     

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

     

    
      	 	 	 
	 	CHINA DISPLAY TECHNOLOGIES,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Lawrence Kwok-Yan Chan
	 	
              
Lawrence
              Kwok-Yan Chan, Chief Executive
              Officer


    

     

    
      	 	 	 
	
            	
            	/s/ Yip Kam Ming
	 	
              
Yip
              Kam Ming


    

     

    
      
        
        

      

      
        -6-