ex10_1.htm


  
     

    
      
      

      
        
          	
                   

                  

                   

                	
                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

         

      

    

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    I,  FUNG,
      Hing Kuen Benedict agree to the terms and conditions of employment with NCN
      Group Management Limited (“Company”) set forth in this Employment Agreement
      (“Agreement”).  This Agreement supersedes all previous agreements,
      promises, representations, understandings and negotiations between the parties,
      whether written or oral, with respect to the subject matter hereof.

     

    1.           Nature
      of Employment Relationship.  My employment with the Company
      commenced on January 3rd 2006 pursuant to an employment contract signed with
      the
      Company (the “Prior Agreement”).  This Agreement supersedes the Prior
      Agreement and any other pre-existing agreement, understanding or consensus
      between the parties in relation to my employment with the Company, as of the
      date hereof.  My employment under this Agreement shall commence as of
      July 1, 2007 and shall continue for an indefinite period until terminated by
      either the Company or me as provided in Section 5 of this Agreement, in which
      case I will be entitled to the compensation specified in that
      Section.

     

    2.           Nature
      of Duties.  I shall be the Company’s President reporting to
      the Company’s Chief Executive Officer.  I shall also be the President
      of the Company’s ultimate parent company, Network CN Inc. (“the Parent
      Company”). As such, I shall work exclusively for the Company, the Parent
      Company, subsidiaries and affiliated companies (collectively “the Group”) and
      shall have all of the customary powers and duties associated with this position,
      including day-to-day management control of the Company and the
      Group.  I shall devote my full business time and effort to the
      performance of my duties for the Company and the Group, which I shall perform
      faithfully and to the best of my ability.  I shall be subject to the
      Company’s policies, procedures and approval practices, as generally in effect
      from time-to-time.

     

    3.           Place
      of Performance.  I shall be based in Hong Kong and/or China,
      except for required travel on the Company’s business.

     

    4.           Compensation
      and Related Matters.

     

    (a)           Base
      Salary.  The Company shall pay me a base salary of HK$70,000
      per month.  My base salary shall be paid in conformity with the
      Company’s salary payment practices generally applicable to Company
      executives.  I will be eligible for pay increases as determined by the
      Company’s Board of Directors (“the Board”).

     

    (b)           Bonuses
      and Long Term Incentive Compensation.  I will be eligible for
      bonus compensation in an amount to be determined by the Board based on the
      Company’s achievement of financial performance and other objectives established
      by the Board each year.  In addition, I will be eligible for long-term
      incentive compensation, such as stock grants or additional options to purchase
      shares of the Parent Company’s common stock, on such terms as established by the
      Board and the Board of the Parent Company.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

    (c)           Stock
      Grant.  Upon the commencement of my employment under this
      Agreement, I will be entitled to a stock grant (“Grant”) of 1,200,000 shares of
      the Company’s
      common stock; certain percentage of the Grant shall vest and become exercisable
      according to the following table if I remain employed by the Company and its
      subsidiaries through the vesting date.

     

    
      	
              Vesting
                date

            	
              Stock
                grant

            
	
              December
                31, 2007

            	
              80,000
                shares of the Company’s common stock

            
	
              December
                31, 2008

            	
              150,000
                shares of the Company’s common stock

            
	
              December
                31, 2009

            	
              230,000
                shares of the Company’s common stock

            
	
              December
                31, 2010

            	
              320,000
                shares of the Company’s common stock

            
	
              December
                31, 2011

            	
              420,000
                shares of the Company’s common
                stock

            


    

    


    The
      Grant
      shall be subject to all terms of the Parent Company’s 2007 stock option/stock
      issuance plan or any future stock option/stock issuance plan under which it
      was
      issued.

     

    (d)           Income
      Tax Reimbursement.  I shall receive a payment sufficient to
      cover the Hong Kong personal income taxes resulting from my employment under
      this Agreement.

     

    (e)           Standard
      Benefits.  During my employment, I shall be entitled to
      participate in all employee benefit plans and programs, including twenty-four
      (24) working days of annual leave after serving every period of twelve (12)
      months, to the same extent generally available to Company executives, in
      accordance with the terms of those plans and programs.  The Company
      shall have the right to terminate or change any such plan or program at any
      time.

     

    (f)           Indemnification.  The
      Company shall extend to me the same indemnification arrangements that are
      generally provided to directors or other similarly situated Company employees,
      including after termination of my employment.

     

    (g)           Expense
      Reimbursement.  I shall be entitled to receive prompt
      reimbursement for all reasonable and customary travel and business expenses
      I
      incur in connection with my employment, but I must incur and account for those
      expenses in accordance with the policies and procedures established by the
      Company.

     

    (h)           Sarbanes-Oxley
      Act Loan Prohibition.  To the extent that any Company
      benefit, program, practice, arrangement or this Agreement would or might
      otherwise result in my receipt of a illegal loan (“Loan”), the Company shall use
      reasonable efforts to provide me with a substitute for the Loan that is lawful
      and of at least equal value to me.  If this cannot be done, or if
      doing so would be significantly more expensive to the Company than making the
      Loan, the Company need not make the Loan to me or provide me a substitute for
      it.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

    5.           Termination.

     

    (a)           Notice
      Period.  Either party has to provide a three-month advance
      notice in writing to the other party for the termination of this employment
      contract.

     

    (b)           Rights
      and Duties.  If my employment is terminated, I shall be
      entitled to the amounts or benefits shown in the applicable row in the following
      table, subject to the balance of this Section 5.  The Company and I
      shall have no further obligations to each other, except the Company’s ongoing
      indemnification obligation under Section 4(e), my confidentiality and other
      obligations to the Company, and our mutual arbitration obligations under Section
      8, or as set forth in any agreement I subsequently enter into with the
      Company.

     

    
      	
              DISCHARGE
                FOR CAUSE

            	
              Payment
                or provision when due of (1) any unpaid base salary, expense
                reimbursements, and vacation days accrued but not used prior to
                termination of employment, and (2) other unpaid vested amounts or
                benefits
                under Company compensation, incentive and benefit
                plans.

            
	
              DISABILITY

            	
              Same
                as for “Discharge for Cause”, EXCEPT that I also shall be potentially
                eligible for disability benefits under any Company-provided disability
                plan in which I then participate, and I shall be entitled to accelerated
                vesting of all stock grants I have been granted that, as of the date
                of
                such disability, remain unexercised and unvested, to the extent
                permissible by law.

            
	
              DISCHARGE
                OTHER THAN  FOR CAUSE OR DISABILITY

            	
              Same
                as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of
                a general release document in a form provided by and acceptable to
                the
                Company, my base salary payments at my annual salary rate at the
                time, but
                not my employment, shall (1) where there has been no Change In Control
                (as
                defined below), continue for 48 months, or (2) where there has been
                a
                Change in Control in the preceding one (1) year, continue for 60
                months.  Such payments shall be payable in one lump sum
                immediately upon the termination of employment.  In addition, I
                shall be entitled to accelerated vesting of all stock grants, as
                of the
                date of such termination Other Than for Cause, remain unexercised
                and
                unvested, to the extent permissible by law.

            
	
              RESIGNATION
                WITHOUT GOOD REASON

            	
              Same
                as for “Discharge for Cause”.

            
	
              RESIGNATION
                WITH GOOD REASON

            	
              Same
                as for “Discharge Other Than for Cause or Disability”.

            
	
              DEATH

            	
              Same
                as for “Disability,” EXCEPT that payments shall be made to the person or
                entity prescribed by me or Company
                policies.

            


    

     

    
      	
               21/F,
                Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                Kong

              Tel
                : 2833
                2186                                           
                Fax : 2295
                6977       

            


      
        
          
          

        

      

    

    
      
        
        

      

      
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                     NCN
                      GROUP MANAGEMENT
                      LTD

                  


          

        

      

    

     

    (c)           Change
      in Control.  “Change in Control” means (i) the acquisition of
      more than 50% of the outstanding voting securities of the Company by an
      individual person or an entity or a group of individuals or entities acting
      in
      concert, directly or indirectly, through one transaction or a series of related
      transactions; (ii) a merger or consolidation of the Company with or into another
      entity after which the stockholders of the Company immediately prior to such
      transaction hold less than 50% of the voting securities of the surviving
      entities; or (iii) a sale of all or substantially all of the assets of the
      Company.

     

    (d)           Discharge
      for Cause.  The Company may terminate my employment at any
      time if it believes in good faith that it has Cause to terminate
      me.  “Cause” shall include, but not be limited to:

     

    (i)         my
      refusal to follow lawful directions or my material failure to perform my duties
      (other than by reason of physical or mental illness, injury, or condition),
      in
      either case, after I have been given notice of my default and a reasonable
      opportunity to cure it;

     

    (ii)         my
      failure to comply with any Company policy;

     

    (iii)                    my
      engaging in conduct that is or may be unlawful, or to the possible detriment
      of
      the Company and its affiliates, and their predecessors and successors, or my
      own
      reputation; or

     

    (iv)                    my
      seeking, exploring or accepting a position with another business enterprise
      or
      venture without the Company’s written consent at any time before I have resigned
      from the Company or been discharged.

     

    If
      I am
      discharged for Cause, I will only receive the benefits to which I am entitled
      under Section 5(b).

     

    (e)           Termination
      for Disability.  The Company may terminate my employment on
      account of Disability, or may transfer me to inactive employment status, which
      shall have the same effect under this Agreement as a termination for
      Disability.  “Disability” means a physical or mental illness, injury,
      or condition that prevents me from performing substantially all of my duties
      under this Agreement for at least 90 consecutive calendar days or for at least
      120 calendar days, whether or not consecutive, in any 365 calendar day period,
      or is likely to do so, as certified by a physician selected by the Company
      or
      its Board of Directors.

     

    (f)           Discharge
      Other Than for Cause or Disability.  The Company may
      terminate my employment at any time for any reason, and without advance written
      notice, and I will receive the same benefits as specified for “Discharge for
      Cause” in Section 5(b), above.  If I am terminated by the Company
      other than for Cause or for Disability, I will receive the payments described
      for “Discharge Other Than For Cause Or For Disability” in the chart in Section
      5(b) only if I sign a general release form furnished to me by the Company within
      60 days after my employment ends, and I do not thereafter properly revoke the
      release, if it provides for revocation.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

    (g)           Resignation.  I
      may resign my employment with or without “Good Reason” at any
      time.  If I provide notice, the Company may advance the effective date
      of my resignation if it does not need the amount of notice I
      provide.  If I resign without Good Reason, I will receive the same
      payments as a “Discharge for Cause”, as described in the chart in Section
      5(b).  If I resign with Good Reason, I will receive the same payments
      as a “Discharge Other Than for Cause or Disability”, described in the chart in
      Section 5(b), if I sign a general release form furnished to me by the Company
      and I do not thereafter properly revoke the release, if it provides for
      revocation.  “Good Reason” means that, without my express written
      consent, one or more of the following events occurred after I sign this
      Agreement:

     

    (i)         Demotion.  My
      duties or responsibilities are substantially and adversely diminished from
      those
      in effect immediately before the change in my position, other than merely as
      a
      result of the Company ceasing to be a public company, a change in my title,
      or
      my transfer to an affiliated company that assumes this Agreement.

     

    (ii)         Salary
      Reduction.  My annual base salary is reduced, other than as
      part of across-the-board salary reductions affecting all executives of similar
      status employed by the Company or any entity in control of the
      Company.

     

    (iii)                    Relocation.  My
      principal office is transferred to another location outside Hong Kong or which
      is more than 60 highway miles from where my principal office is located when
      I
      sign this Agreement, unless I agree in writing to a relocation of a greater
      distance.

     

    (iv)                    Discontinuance
      of Compensation Plan Participation.  The Company fails to
      continue, or continue my participation in, any employee benefit plan or
      compensation plan in which I participated immediately before the event causing
      my resignation, which discontinuance is material to my total compensation,
      unless an equitable substitute arrangement has been adopted or made available
      on
      a basis not materially less favorable to me than the plan in effect immediately
      before the event causing my resignation, whether as to the benefits I receive
      or
      my level of participation relative to other participants.

     

    (v)         Dilution
      or Restructuring of Shares.  Dilution or restructuring of the
      equity or debenture capital of the Company thereby causing a substantial
      depreciation of the market price or monetary worth of the shares of the Company
      or otherwise substantially compromising the monetary value of the
      Grant.

     

    (vi)                    Defaults
      on the part of the Company.  The refusal or inability on the
      part of the Company to provide Income Tax Reimbursement or Expense Reimbursement
      under Section 4 hereof for income tax and expenses that were properly incurred
      by me or to extend indemnification arrangement to me under Section
      4.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

    However,
      an event that is or would constitute Good Reason shall cease to be Good Reason
      if: (i) I do not terminate employment within 45 days after the event occurs;
      (ii) before I terminate employment, the Company reverses the action or cures
      the
      default that constitutes Good Reason within 10 days after I notify it in writing
      that Good Reason exists;
      or (iii) I was a primary instigator of the Good Reason event and the
      circumstances make it inappropriate for me to receive Good Reason resignation
      benefits under this Agreement (e.g., I agree temporarily to relinquish my
      position on the occurrence of a merger transaction I negotiate).

     

    (h)           Death.  If
      I die while employed under this Agreement, the payments required by Section
      5(b)
      in the event of my death shall be made.

     

    (i)           Transfers
      to Affiliates or Successors.  My transfer to an affiliate or
      successor of the Company shall not be deemed a termination of my employment
      under this Agreement, unless the affiliate or successor refuses to assume this
      Agreement, in which case I will receive the continued salary payments described
      in Section 5(b) for “Discharge Other Than for Cause or Disability”, if I sign a
      general release form provided to me by the Company and I do not thereafter
      properly revoke the release, if it provides for revocation.

     

    (j)           Offset.  Any
      amounts payable to me under this Section 5 shall first be offset against any
      amounts I owe the Company at the time of termination.

     

    6.           Confidentiality.  I
      acknowledge that I currently possess or will acquire secret, confidential,
      or
      proprietary information or trade secrets concerning the operations, future
      plans
      and business methods of the Company (“Confidential Information”).

     

    (a)           Promise
      Not to Disclose.  I promise never to use or disclose any
      Confidential Information before it has become generally known within the
      industry through no fault of my own.  I agree that this promise shall
      never expire.

     

    (b)           Promise
      Not to Solicit.  To prevent me from inevitably breaking this
      promise, I further agree that, while this Agreement is in effect and for 6
      months after its termination: (i) as to any customer or supplier of the Company
      with whom I had dealings or about whom I acquired Confidential Information
      during my employment, I will not solicit or attempt to solicit (or assist others
      to solicit) the customer or supplier to do business with any person or entity
      other than the Company; and (ii) I will not solicit or attempt to solicit (or
      assist others to solicit) for employment any person who is, or within the
      preceding 6 months was, an officer, manager, employee or consultant of the
      Company.

     

    (c)           Promise
      Not to Engage in Certain Employment.  I agree that, while
      this Agreement is in effect and for 6 months after its termination, I will
      not
      accept any employment or engage in any activity, without the written consent
      of
      the Board, if the loyal and complete fulfillment of my duties in such employment
      would inevitably require me to reveal or utilize Confidential Information,
      as
      reasonably determined by the Board.

     

    (d)           Return
      of Information.  When my employment with the Company ends, I
      will promptly deliver to the Company, or, at its written instruction, will
      destroy, all documents, data, drawings, manuals, letters, notes, reports,
      electronic mail, recordings, and copies of such materials, of or pertaining
      to
      the Company or any of its affiliated entities which are in my possession or
      control.  In addition, during my employment with the Company, and
      thereafter, I agree to meet with Company personnel as reasonably requested
      by
      the Board, and, based on knowledge or insights I gained during my employment
      with the Company, answer any question they may have related to the Company’s
      business and operations.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    


    (e)           Intellectual
      Property.  Intellectual property (including such things as
      all ideas, concepts, inventions, plans, developments, software, data,
      configurations, materials (whether written or machine-readable), designs,
      drawings, illustrations and photographs that may be protectable, in whole or
      in
      part, under any patent, copyright, trademark, trade secret, or other
      intellectual property law), developed, created, conceived, made or reduced
      to
      writing or practice during my employment with the Company, except intellectual
      property that has no relation to the Company or any of its customers that I
      developed purely on my own time and at my own expense, shall be the sole and
      exclusive property of the Company, and I hereby assign all my rights, title
      and
      interest in any such intellectual property to the Company.

     

    (f)           Enforcement
      of this Section.  This Section shall survive the termination
      of this Agreement for any reason.  I acknowledge that (i) my services
      are of a special, unique and extraordinary character and it would be very
      difficult and impossible to replace them, (ii) this Section’s terms are
      reasonable and necessary to protect the Company’s legitimate interest, (iii)
      this Section’s restrictions will not prevent me from earning or seeking a
      livelihood, (iv) this Section’s restrictions shall apply wherever permitted by
      law, and (v) my violation of any of this Section’s terms would irreparably harm
      the Company.  Accordingly, I agree that, if I violate any of the
      provisions of this Section, or the Confidentiality Agreement, the Company or
      any
      of its affiliated entities shall be entitled to, in addition to other remedies
      available to it, an injunction to be issued by any court of competent
      jurisdiction restraining me from committing or continuing any such violation,
      without the need to prove the inadequacy of money damages or post any bond
      or
      for any other undertaking.

     

    7.           Notice.

     

    (a)           To
      the Company.  I will send all communications to the Company
      in writing, addressed as follows (or in any other manner the Company notifies
      me
      to use):

     

    
      	
               

            	
              If
                Mailed:  NCN Group Management
                Limited

            


    

    
      	
               

            	
              Attn:  Chief
                Executive Officer

            


    

    
      	
               

            	
              21st
                Floor,
                Chinachem Century Tower, 178 Gloucester Road Hong
                Kong

            


    

     

    
      	
               

            	
              If
                Faxed:    NCN Group Management
                Limited

            


    

    
      	
               

            	
              Attn:  Chief
                Executive Officer

            


    

    
      	
               

            	
              Fax:  (852)-22956977

            


    

    
      	
               

            	
              Tel.:  (852)-28332186

            


    

     

    (b)           To
      Me.  All communications from the Company to me relating to
      this Agreement must be sent to me in writing at my Company office or in any
      other manner I notify the Company to use.

     

    (c)           Time
      Notice Deemed Given.  Notice shall be deemed to have been
      given when delivered or, if earlier (1) when mailed by certified or registered
      mail, return receipt requested, postage prepaid, or (2) faxed with confirmation
      of delivery, in either case, addressed as required in this Section.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
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                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

    8.           Arbitration
      of Disputes.  If any legally actionable dispute arises which
      cannot be resolved by mutual discussion between the Company and me, we each
      agree to resolve that dispute by binding arbitration before an arbitrator
      experienced in employment law.  Said arbitration will be conducted in
      accordance with the rules applicable to employment disputes of Judicial
      Arbitration and Mediation Services or such other arbitration service as we
      agree
      upon, and the law of Hong Kong.  The Company will be responsible for
      paying any filing fee and the fees and costs of the arbitrator, unless I
      initiate the claim, in which case I will contribute an amount equal to the
      filing fee for a claim initiated in a court of general jurisdiction in Hong
      Kong.  The Company and I agree that this promise to arbitrate covers
      any disputes that the Company may have against me, or that I may have against
      the Company and/or its related entities and/or their owners, directors, officers
      and employees, arising out of or relating to this Agreement, the employment
      relationship or termination of employment, including any claims concerning
      the
      validity, interpretation, effect or violation of this Agreement; discrimination,
      harassment or retaliation in violation of any federal, state or local law;
      and
      any other aspect of my compensation, training, or employment.  The
      Company and I further agree that arbitration as provided in this Section shall
      be the exclusive and binding remedy for any such dispute and will be used
      instead of any court action, which is hereby expressly waived, except for any
      request by either of us for temporary or preliminary injunctive relief pending
      arbitration in accordance with applicable law, or an administrative claim with
      an administrative agency.  The Company and I also agree that any such
      arbitration shall be conducted in Hong Kong, unless otherwise mutually
      agreed.

     

    9.           Golden
      Parachute Limitation.  I agree that my payments and benefits
      under this Agreement, and all other contracts, arrangements or programs, shall
      not, in the aggregate, exceed the maximum amount that may be paid to me without
      triggering golden parachute penalties under Section 280G and related provisions
      of the Internal Revenue Code, as determined in good faith by the Company’s
      independent auditors.  If any benefits must be cut back to avoid
      triggering such penalties, my benefits shall be cut back in the priority order
      designated by the Company.  If an amount in excess of the limits set
      forth in this Section is paid to me, I will repay the excess amount to the
      Company upon demand, with interest at the rate provided for in Internal Revenue
      Code Section 124(b)(2)(B).  The Company and I agree to cooperate with
      each other in connection with any administrative or judicial proceedings
      concerning the existence or amount of golden parachute penalties with respect
      to
      payments or benefits I receive.

     

    10.           Amendment.  No
      provisions of this Agreement may be modified, waived, or discharged except
      by a
      written document signed by me and a duly authorized Company
      officer.  Thus, for example, promotions, commendations, and/or bonuses
      shall not, by themselves, modify, amend, or extend this Agreement.  A
      waiver of any conditions or provisions of this Agreement in a given instance
      shall not be deemed a waiver of such conditions or provisions at any other
      time.

     

    11.           Interpretation
      and Exclusive Forum.  The validity, interpretation,
      construction, and performance of this Agreement shall be governed by the laws
      of
      the Hong Kong (excluding any that mandate the use of another jurisdiction’s
      laws).  Any arbitration (unless otherwise mutually agreed), litigation
      or similar proceeding with respect to such matters only may be brought within
      Hong Kong, and all parties to this Agreement submit to the jurisdiction of
      the
      courts of law in Hong Kong.

     

    12.           Successors.  This
      Agreement shall be binding upon, and shall inure to the benefit of, me and
      my
      estate, but I may not assign or pledge this Agreement or any rights arising
      under it, except to the extent permitted under the terms of the benefit plans
      in
      which I participate.  Without my consent, the Company may assign this
      Agreement to any affiliate or successor that agrees in writing to be bound
      by
      this Agreement, after which any reference to the “Company” in this Agreement
      shall be deemed to be a reference to the affiliate or successor, and the Company
      thereafter shall have no further primary, secondary or other responsibilities
      or
      liabilities under this Agreement of any kind.

     

    
      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      
      

      
        
          	
                   

                  

                   

                	
                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

     

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

     

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

     

    15.           Entire
      Agreement.  All oral or written agreements or
      representations, express or implied, with respect to the subject matter of
      this
      Agreement are set forth in this Agreement.

     

    
      	
              I
                ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY
                AND
                ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED
                IN IT
                AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN
                RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER
                THAN
                THOSE CONTAINED IN THIS AGREEMENT ITSELF.

               

              I
                FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT
                I
                UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY
                TO
                DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED
                MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO.  I
                UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT
                TO A
                JURY TRIAL.

            


    

     

     

    
      	
               21/F,
                Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                Kong

              Tel
                : 2833
                2186                                           
                Fax : 2295
                6977       

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      
      

      
        
          	
                   

                  

                   

                	
                   NCN
                    GROUP MANAGEMENT
                    LTD

                


        

      

    

    

      	 	 	 
	 	 	 	 
	
              Date:
                July 23,
                2007

            	
              
                By:
                  

              

            	/s/ FUNG,
              Hing Kuen Benedict	 
	 	 	FUNG,
              Hing Kuen
              Benedict	 
	 	 	 	 
	 	 	 	 


       

       

        	 	
                NCN
                  Group Management Limited

              	 
	 	 	 	 
	
                Date:
                  July 23, 2007

              	
                By:
                  

              	/s/ HUI,
                Chin Tong Godfrey	 
	 	 	
                
                  HUI,
                    Chin Tong Godfrey

                

              	 
	 	 	 	 
	 	 Its:
                Chief
                Executive Officer	 


      

      
 

      
        	
                 21/F,
                  Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong
                  Kong

                Tel
                  : 2833
                  2186                                           
                  Fax : 2295
                  6977       

              


      

       



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