EMPLOYMENT
        AGREEMENT

      


      


      THIS
        EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of March 12,
        2008,

      


      Between:

      


      
        	 	
                (1)

              	
                China
                  Architectural Engineering, Inc. (CAE) a company incorporated in
                  the USA
                  whose office is at Unit B, 63/17, Bank of China Tower, 1 Garden
                  Road, Hong
                  Kong (the “Company”), and

              


      

      


      
        	 	
                (2)

              	
                Charles
                  John Anderson whose address is located in Tampa Florida, USA
                  (the “Employee”).

              


      

      


      It
        is
        agreed as follows: 

      


      Definitions:

      


      In
        this
        agreement the following expressions shall have the following
        meanings:

      


      “Business”
        means all and any
        business, trade or other commercial activities of the Company
        or any Group Company;

      


      “Board”
        means the Board of Directors of the Company or a duly authorized committee
        of
        the Board of Directors;

      


      “Confidential
        Information” means all and any information, knowledge or data (whether or not
        recorded in documentary form or on computer disk or tape) not generally known
        or
        available to the public which Employee may have learned, discovered,
        developed, conceived, originated or prepared during or as a result of the
        Employment
        relating to the operations, business methods, corporate plans, management
        systems, finances, new business opportunities, products, services, technology,
        customers, clients, policies, procedures, accounts, personnel, techniques,
        concepts,
        or research and development projects, of the Company or any Group Company
        and any
        and all trade secrets, secret formulae, process, inventions, designs,
know-how,
        discoveries, technical specifications, and other technical information


      relating
        to the creation, production or supply of any past, present or future product
        or
        service of the Company or any Group Company;

      


      “Employment”
        means the Employees employment in accordance with the terms and conditions
        of this Agreement;

      


      “Group
        Company” means the Company and any company which is a direct or indirect
        subsidiary of the Company from time to time;

      


      “Termination
        Date” means the date on which the Employment is terminated howsoever
        caused.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      TERM
        AND
        APPOINTMENT

      


      According
        to the terms of this Agreement, the Employee shall be appointed as the President
        of “CAE Building Systems, Inc. (U.S.A.)”, a subsidiary company to be
        incorporated in and according to the laws of the United States of America
        upon
        the execution of this Agreement.

      


      Subject
        to the terms of this Agreement, employment shall commence on March 3, 2008,
        and
        shall continue for a period of five (5) years from such date unless or until
        terminated by either party according to the terms of this Agreement. Thereafter,
        this Agreement shall automatically be renewed for successive one-year terms
        for
        a period of three (3) years unless either party shall give the other no less
        than one hundred eighty (180) days prior written notice of intent not to
        renew
        this Agreement.

      


      Employee
        shall bear his individual income tax by himself according to the applicable
        law
        and shall be responsible to properly report his personal income tax to his
        country or place of residency. Notwithstanding the Employee's reporting and
        payment obligations with respect to income taxes, Employee agrees that the
        Company or Group Company is entitled to withhold the tax according to applicable
        law.

      


      DUTIES

      


      During
        the Employment the Employee will:

      


      Devote
        his best efforts, energies, skills and attention on a full-time basis to
        the
        business and affairs of the Company and Group Company;

      


      Faithfully
        and diligently perform all such duties and exercise all such powers that
        are
        commensurate with Employee's position and as are lawfully and properly assigned
        to him from time to time by the Chief Executive Officer or the Board, whether
        such duties or powers relate to the Company or any other Group
        Company;

      


      Comply
        with all directions lawfully and properly given to him by the Chief Executive
        Officer or the Board as they may from time to time deem in the best interest
        of
        the Company;

      


      Devote
        the whole of his time, attention and abilities to the business of the Company
        or
        any other Group Company for which he is required to perform duties and shall
        not
        without the Company's prior written consent, be directly or indirectly engaged
        in any other business activity, trade or occupation;

      


      Promptly
        provide the Company with all such information as it may require in connection
        with the business or affairs of the Company and of any other Group Company
        for
        which he is required to perform duties;

      


      Comply
        with any and all governmental laws, regulations, and policies in connection
        with
        his actions as an employee of the Company and conduct himself in accordance
        with
        the highest business standards as are reasonably and customarily expected
        of
        such position; and


      
        
          
          

        

        
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      Fully
        cooperate and participate in any investigation
        conducted by
        the
        Company relating
        to
        its
        interests or as may be required by applicable law.

      


      The
        Employee shall be required to work during the Company's normal business hours
        together with such additional hours as are required in the proper performance
        of
        his duties. The Employee acknowledges that he has no entitlement to additional
        remuneration for any hours worked in excess of the Company's normal business
        hours.

      


      The
        Employee's normal place of business will be located in the United States
        of
        America and the Employee acknowledges and accepts that the proper execution
        of
        his duties will include domestic and international travel.

      


      COMPENSATION

      


      Base
        Salary:

      


      The
        Employee's base salary shall be one-hundred-ninety-thousand U.S. dollars
        ($190,000) per annum payable in regular installments in accordance with the
        customary payroll practices of the Company and subject to all legally required
        deductions and withholdings. Employee's base salary shall be reviewed by
        the
        Company's Compensation Committee annually in a manner that is consistent
        with
        the Company's compensation policy. The base salary may be increased from
        time to
        time by the Compensation Committee in its absolute discretion, the determination
        of which shall be based upon such standards, guidelines and factual
        circumstances as the Compensation Committee deems relevant.

      


      Medical
        Health Insurance:

      


      The
        Company acknowledges that the Employee has procured an Insurance Policy,
        which
        is currently in existence and operational. The Employee shall be fully
        reimbursed on a monthly basis for the entire costs of a comprehensive Medical
        Health Care Insurance policy including coverage for the Employee and his
        Spouse.
        The Employee shall have sole discretion for the selection of the Health Care
        Insurance policy, provided that insurance coverage and the premium attached
        thereto subject to standard adjustments in costs by the insurer, is commensurate
        to that which is in operation at time of employment. The Employee shall present
        a monthly expense statement for the costs of the policy and the Company shall
        reimburse the full amount as expenditure.

      


      Vehicle:

      


      The
        Employee shall be fully reimbursed on a monthly basis for the entire costs
        of a
        motor-vehicle including the cost of the vehicle, insurance, maintenance and
        operational expenses. The company shall pay the Employee a monthly allowance
        amount of one-thousand dollars U.S. ($1,000.00) for vehicle payment and
        insurance and reimburse other operational costs as presented in accordance
        with
        expense reimbursement as stated herein.


      
        
          
          

        

        
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      Commission:

      


      The
        Employee shall be paid a commission on all cash received by the Company on
        all
        sales of the Company or Group Company's goods or services made pursuant to
        contracts originated primarily as the result of the efforts of the Employee
        during the term hereof (“Employee Sales”). The commission amount shall be
        calculated and paid as follows:

      


      The
        Employee shall be paid a cash payment in US dollars an amount equal to one-half
        percent (0.50%) of Employee Sales up to Twenty-million dollars U.S.
        ($20,000,000) per annum. Thereafter, with the commission rate adjusted to
        one-quarter percent (0.25 %) for Employee Sales in excess of Twenty-million
        dollars U.S. ($20,000,000) per annum.

      


      The
        Company’s payment of commissions to Employee for the Employee Sales shall occur
        in three payments as follows:

      


      (i)
        the
        first payment (the “First Payment”) shall consist of 50% of the total
        commissions for a contract and shall occur once the Company receives the
        first
        payment from the customer under such contract, provided
        that,
        however, the First Payment on each contract for the Employee Sales shall
        not
        exceed a total of U.S. ($100,000) ;

      


      (ii)
        the
        second payment shall consist of 80% of total commissions, on a cumulative
        basis,
        of a such contract, including any amounts paid in the First Payment for such
        contract, and shall occur once the Company receives payment of at least 50%
        of
        the total payments due under such contract; and 

      


      (iii)
        the
        third and final payment shall consist of the remaining 20% of the total
        commissions for such contract and shall occur once the Company receives the
        last
        payment from the customer as required under such contract.

      


      In
        addition to the foregoing, the Employee shall be issued shares of the Company
        Stock at the end of each fiscal year, which will be valued at the share price
        at
        closing of 31' December each year and at a total amount equivalent to 2 times
        the commission entitled to and received by the Employee during that fiscal
        year
        up to a limit of Fifty (50) Million dollars ($50,000,000) of Employee Sales
        per
        annum.

      


      All
        stock
        issued in relation to commission payments shall have a twelve-month
        lock-up period
        and shall have no expiration date.

      


      Vacation

      


      The
        Employee shall be entitled to fifteen (15) working days paid vacation per
        calendar year during his Employment to be taken at time or times convenient
        to
        the Company. The right to vacation
        time shall accrue pro rata during each calendar year of Employment and shall
        not
        accrue in
        excess
        of fifteen days in any calendar
        year. Vacation time not used in a calendar year shall not be
        carried over from year to year and will be forfeited. No payment shall be
        made
        for vacation not taken. Upon termination of the Employment the Employee shall
        be
        entitled to payment in lieu of accrued but untaken vacation not including
        any
        forfeited vacation.


      
        
          
          

        

        
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      Bonus:

      


      The
        Company at the sole discretion of the Chief Executive Officer or Board may
        from
        time to time pay the Employee bonuses in the form of cash and or company
        stock
        as reward for the Employees individual performance and the Performance of
        the
        Company.

      


      Holidays
        and Sick Days:

      


      The
        Employee shall be paid for all standard Holidays observed in the country
        of his
        domicile. The Employee shall be paid up to ten (10) sick days per year for
        time-off required due to illness or injury. The Company may at the discretion
        of
        the Chief Executive Officer or Board pay the Employee
        for additional time-off required as a result of illness or incapacitation
        due to
        illness or injury.

      


      Reimbursement
        for Company Business Expenses:

      


      The
        Employee shall be reimbursed for all reasonable and necessary business expenses
        incurred by the Employee in connection with the performance of the Employees
        duties. Reimbursement shall be made in accordance with the Company's policy
        and
        procedures upon presentation of itemized statements of such business expenses
        in
        such detail as the Company may reasonably require consistent with applicable
        Company policy. In order to facilitate the Company's prompt reimbursement
        of the
        Employee's business related expenses as well as the prompt reimbursement
        of
        other Employees under the direct control and supervision of the Employee,
        the
        Company shall 

      provide
        the Employee a cash advance from which the Employee shall pay applicable
        expenses and be responsible for the accurate accounting of said funds. At
        the
        earliest possible date, the Company shall provide the Employee with Company
        credit card(s) to be used in the course of carrying-out company
        business.

      


      INTELLECTUAL
        PROPERTY

      


      The
        Employee shall disclose full details of any inventions, designs, know-how,
        or
        discoveries, whether register able or not, or whether patentable or a copyright
        work (“Inventions”) in confidence to the Company and shall regard himself in
        relation thereto as a trustee for the Company.

      


      All
        intellectual property rights in such Inventions shall vest absolutely in
        the
        Company which shall be entitled, so far as the law permits, to the exclusive
        use
        thereof.

      


      Notwithstanding
        anything stated herein, the Employee shall assign to the Company the copyright
        (by way of assignment of copyright) and other intellectual property rights,
        if
        any, in respect of all 

      works
        written, originated, conceived or made by the Employee (except only those
        works
        written, originated, conceived or made by the Employee wholly outside his
        normal
        working hours hereunder and wholly unconnected with the Employment) during
        the
        continuance of the Employment.

      


      The
        Employee agrees that during or after the termination of his Employment he
        will
        execute such deeds or documents and cooperate in all such acts and things
        as the
        Company may deem necessary or desirable to substantiate the Company's rights
        in
        respect of the Inventions and other intellectual property rights referred
        to
        herein including for the purpose of obtaining letters patent or other privileges
        in all such countries as the Company may require.


      
        
          
          

        

        
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      TERMINATION

      


      Either
        party may terminate the Employment by providing the other party one hundred
        twenty days (120 days) written notice. The Company may, in its sole discretion,
        also terminate the Employment immediately without prior written notice by
        making
        a payment of the base salary and all other compensation and expense amounts
        due
        Employee in lieu of prior written notice.

      


      Notwithstanding
        the foregoing, at any time during the Employment the Company may also terminate
        the Employment immediately and with no liability to make further payment
        to the
        Employee (other than in respect of amounts accrued) for serious misconduct
        including without limitation, if the Employee;

      


      Commits
        any serious or repeated breach of any of his obligations under this Agreement
        or
        his Employment;

      


      Is
        guilty
        of serious misconduct which, in the Board's reasonable opinion, has damaged
        or
        may damage the business or affairs of the Company or Group Company;

      


      Is
        guilty
        of conduct which, in the Board's reasonable opinion, brings or is likely
        to
        bring himself, the Company or Group Company into disrepute;

      


      Is
        charged with a criminal offense (other than a road traffic offense not subject
        to a custodial sentence);

      


      Is
        or
        becomes incapacitated or ill to the extent that he is unable to perform the
        inherent duties and obligations of the Employment and the Employee has exhausted
        all of his entitlement to paid sickness leave as setout herein;

      


      Is
        declared bankrupt or makes any arrangement with or for the benefit of his
        creditors;

      


      Any
        delay
        or forbearance by the Company in exercising any right of termination shall
        not
        constitute a waiver of it.

      


      On
        termination of the Employment for whatever reason (and whether in breach
        of
        contract or otherwise) the Employee will:

      


      Immediately
        deliver to the Company all books, documents, papers, computer records, computer
        data, credit cards and any other property relating to the business of or
        belonging to the Company or Group Company which is in his possession or under
        his control. The Employee is not entitled to retain copies or reproductions
        of
        any documents, papers or computer records relating to the business of or
        belonging to the Company or Group Company;

      


      Immediately
        resign from any office he holds with the Company or Group Company (and from
        related trusteeships) without any compensation for loss of office. Should
        the
        Employee fail to do so he hereby irrevocably authorizes the Company to appoint
        some person in his name and on his behalf to sign any documents and do anything
        to give effect to his resignation from office; and


      
        
          
          

        

        
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      Immediately
        pay to the Company or, as the case may be, Group Company all outstanding
        amounts
        due or owed to the Company or Group Company. The Employee confirms that,
        should
        he fail to do so, the Company is to be treated as authorized to deduct from
        any
        amounts due or owed to the Employee by the Company (or Group Company) a sum
        equal 

      to
        such
        amounts.

      


      The
        Employee will not at any time after termination of the Employment represent
        himself as being in any way concerned with or interested in the business
        of, or
        employed by, the Company or Group Company.

      


      The
        Employee agrees that any payments pursuant to this termination clause will
        be in
        full and final settlement of any and all claims the Employee may have against
        the Company or Group Company arising out of or in connection with his Employment
        or its termination, and Employee and the Company agree to execute a general
        mutual release in favor of the other and their successors, affiliates and
        estates to the fullest extent permitted by law, drafted by and in a form
        reasonably satisfactory to the Company and Employee.

      


      SUSPENSION

      


      Where
        notice of termination has been served by either party whether in accordance
        with
        the Termination clause herein or otherwise, the Company shall be under no
        obligation to provide work for or assign any duties to the Employee for the
        whole or part of the relevant notice period and may require him:

      


      Not
        to
        attend any premises of the Company or Group Company; and / or

      


      To
        resign
        with immediate effect from any offices he holds with the Company or Group
        Company (and any trusteeships); and or

      


      To
        take
        any vacation which has accrued in accordance with this Agreement during any
        period of suspension as defined herein.

      


      The
        Confidentiality provisions of this Agreement shall remain in full force and
        effect during any period of suspension.

      


      Any
        suspension under this agreement shall be on full salary and benefits during
        any
        period of suspension.

      


      CONFIDENTIAL
        INFORMATION 

      


      The
        Employee acknowledges:

      


      That
        Confidential Information is valuable to the Company and Group
        Companies;

      


      That
        the
        Company will provide the Employee with access to Confidential Information
        so
that
        the
        Employee is properly able to carry out the duties pursuant to this
        Agreement;


      
        
          
          

        

        
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      That
        the
        Employee owes, without limitation, a duty of trust and confidence to the
        Company
        and a duty to act at all times in the best interest of the Company;
        and

      


      That
        the
        disclosure of Confidential Information to any customer or actual or potential
        competitor of the Company or Group Company would place the Company at a serious
        competitive disadvantage and would cause immeasurable damage to the Business
        and
        therefore the restrictions contained herein are reasonable to protect the
        Company.

      


      The
        Employee undertakes that he will not at any time (whether during the Employment
        or for a period of twelve (12) months form Termination date) use for his
        own or
        another's advantage, or reveal to any third-party person, firm, company or
        organization and shall use his best efforts to prevent the publication or
        disclosure of any Confidential Information to any third party.

      


      The
        limitations imposed on the Employee pursuant to the Confidential Information
        clause of this

      agreement
        shall not apply to Employee's compliance with legal process or subpoena,
        or
        statements in response to inquiry from a court or regulatory body, provided
        that
        Employee gives the Company reasonable prior written notice of such process,
        subpoena or request. In addition, the restrictions in this clause shall not
        apply so as to prevent the Employee from ‘using his own personal skill in
        business in which he may be lawfully engaged after the Employment is
        ended.

      


      RESTRICTIVE
        COVENANTS

      


      The
        Employee covenants with the Company (for itself and as trustee and agent
        for
        other Group Company) that, for the period during the Employment and the twelve
        (12) months following the Termination date, he shall not, whether directly
        or
        indirectly, on his own behalf or on behalf of or in conjunction with any
        other
        person, firm, company or other entity (except on behalf of the
        Company):

      


      Solicit
        or entice away or attempt to solicit or entice away from the Company or any
        Group Company any person, firm, company or other entity who is, or was, a
        client
        of the Company or Group Company with whom the Employee had business dealings
        during the course of his Employment or in the twelve (12) month period prior
        to
        the Termination date;

      


      Solicit
        or entice away or attempt to solicit or entice away any individual person
        who is
        employed or engaged by the Company or Group Company either as a director,
        or in
        a managerial or technical capacity; or who is in possession of Confidential
        Information and with whom the Employee had business dealings during the course
        of his Employment or the twelve (12) month period immediately prior to the
        Termination date;

      


      Carry
        on,
        set up, be employed engaged or interested in a business in Hong Kong, the
        People's Republic of China, and any other geographic locations where the
        Company's business is conducted, that is in competition with, whether directly
        or indirectly, the Business as at the Termination date. It is agreed that
        if
        such company ceases to be in competition with the Company and Group Companies
        this clause shall, with effect from that date, cease to apply in respect
        of such
        company. The provisions of the Restrictive Covenants clause shall not, at
        any
        time following the Termination date, prevent the Employee from owning an
        interest in the Company, and owning an interest in any company that competes
        with the Company. Nothing in the Restrictive Covenants clause of this agreement
        shall prohibit Employee from seeking or doing business not in direct or indirect
        competition with the Business.


      
        
          
          

        

        
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      While
        the
        parties agree that the restrictions contained in the Confidential Information
        clause and the Restrictive Covenants clause are reasonable in all circumstances,
        it is agreed that if any court of competent jurisdiction holds that the length
        of post-termination covenants contained herein are not reasonable, the parties
        agree that;

      


      The
        covenants are to apply for a period of nine (9) months for the Termination
        date;
        or, if this period is held to be unreasonable,

      


      For
        a
        period of six (6) months from the Termination date; or if this period is
        held to
        be unreasonable,

      


      For
        such
        period as any court of competent jurisdiction decides is
        reasonable.

      


      The
        period during which the restrictions referred to in the Restrictive Covenants
        clause of this Agreement which apply following the Termination date shall
        be
        reduced by the amount of time during which, if at all, the Company suspends
        the
        Employee under the provisions of the Suspension clause of this
        Agreement.

      The
        Company acknowledges and accepts that the Employee has skill and expertise
        gained through prior experience within the industry and that there shall
        be no
        restriction placed upon the employee as a result of this Agreement, to be
        gainfully employed by any company within the industry of the Employee's skill
        and expertise. The Company agrees that the Employee shall be compensated
        in
        accordance with the Compensation clause of this Agreement during and for
        the
        full term of any restrictive period of employment placed upon the Employee
        as a
        result of this Agreement.

      


      MISCELLANEOUS

      


      This
        Agreement, together with any other documents referred to in this Agreement,
        supersedes all 

      other
        employment agreements both oral and in writing between the Company and the
        Employee. The Employee acknowledges that he has not entered into this Agreement
        in reliance upon any representation, warranty or undertaking which is not
        set
        out in this Agreement or expressly referred to in it as forming part of the
        Employee's contract of employment.

      


      The
        Employee represents and warrants to the Company that he will not by reason
        of
        entering into the Employment, or by performing any duties under this Agreement,
        be in breach of any terms of employment with a third party whether express
        or
        implied or of any other obligation binding on him.

      


      Any
        notice to be given under this Agreement to the Employee may be served by
        being
        handed to him personally or by being sent by registered post to him at his
        usual
        or last known address; and any notice to be given to the Company may be served
        by being left at or by being sent by registered post to its registered office
        for the time being. Any notice served by registered post shall be deemed
        to have
        been served two days (excluding Sundays and statutory holidays) after the
        date
        of the registered post receipt.

      


      The
        provisions contained in the Confidential Information, Restrictive Covenants,
        and
        the Miscellaneous clauses shall remain in full force and effect after the
        Termination Date.


      
        
          
          

        

        
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      This
        Agreement and the relationship between the parties shall be governed by,
        and
        interpreted in accordance with, the laws of the State of Delaware, U.S.A.
        Each
        of the parties agrees that the courts of the State of Delaware are to have
        non-exclusive jurisdiction to settle any disputes (including claims for set-off
        and counterclaims) which may arise in connection with the creation, validity,
        effect, interpretation or performance of, or the legal relationships established
        by, this Agreement or otherwise arising in connection with this -Agreement,
        and
        for such purposes irrevocably submit to the non-exclusive jurisdiction of
        the
        courts of the State of Delaware.

      


      If
        any
        one or more of the provisions contained in this Agreement shall for any reason
        be held to be invalid, illegal, or unenforceable in any respect, such
        invalidity, illegality, or unenforceability shall not affect any other provision
        hereof, and this Agreement shall be construed as if such invalid, illegal,
        or
        unenforceable provision had never been contained herein. In addition, if
        any
        court of competent jurisdiction determines that any of the provisions set
        forth
        herein are unenforceable because of the duration or geographic scope of such
        provision, such court shall

      have
        the
        power to reduce the duration or scope of such provision as the case may be,
        to
        the extent necessary to render such provision enforceable.

      


      The
        waiver by any party to a breach of any provision of this Agreement must be
        in
        writing and signed by such party to be effective, and shall not operate or
        be
        construed as a waiver of any subsequent breach of this Agreement.

      


      This
        Agreement is personal in nature, and neither this Agreement nor any part
        of any
        obligation herein shall be assignable by Employee. The Company shall be entitled
        to assign this Agreement to any affiliate or successor of the Company that
        assumes the ownership or control of the business of the Company, and the
        Agreement shall inure to the benefit of any such successor or
        assign.

      


      This
        Agreement may be executed in one or more facsimile counterparts, and by the
        parties hereto in separate facsimile counterparts, each of which when executed
        shall be deemed to be an original while all of which taken together shall
        constitute one and the same instrument.

      


      (SIGNATURE
        PAGE TO FOLLOW)

      


      


      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF
        this
AGREEMENT
        has been
        signed on the date the day and year first above written.

      
 

      
        	SIGNED by (the Employee)	/s/ Charles John Anderson	 
	 	
                
Charles
                John Anderson	 
	 	 	 
	in the presence of:	/s/ Aileen P. Galazin	 
	 	
                
Name:
                Aileen P. Galazin	 


      

      
         

        SIGNED
          for
          and on
          behalf of

        CHINA
          ARCHITECTURAL ENGINEERING, INC.

      

       

      
        	 	/s/ Luo Ken Yi	 
	 	
                

                Name:
                  Luo Ken Yi

                Title:
                  Chief Executive Officer

              	 
	 	 	 
	in the presence of: 	/s/ Tang Nian Zhong	 
	
              	
                
Name:
                Tang Nian Zhong	 


      

       

      
        
          
          

        

        
          11