Unassociated Document


    
      EXHIBIT 10.5

       

       

       

      
 

      ZHENGZHOU
SHENYANG SCIENCE & TECHNOLOGY CO., LTD.

      


      


      


      


      


      Employment
Contract

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Labor
Contract of Company Employees

      


      Party
A

      Corporation
Representative

      Company
Address

      Party
B

      Identity
Card:

      Home
Address:

      Telephone:                                                      Postal
Code:

       

      Party B
confirms: Party A has accurately informed Party B, and Party B confirms content
of work, condition of work, address of work, occupational hazards, labor rewards
and the other what Party B has a right to know, Party B has known and read the
rules and regulations and labor disciplines of Party A carefully.

       

      Party B
promises: Party B provides the studies, certificates, documents and so on are
real in work for Party A, if the false information is provided, Party B is
willing to assume responsibilities up to Labor Contract is
terminated.

       

      According
to Labor Law of the People's
Republic of China, Labor Contract Law of the People's
Republic of China and the relevant laws and regulations, on the basis of
equality and voluntariness and reaching unanimity through consultation,
regarding related matters on Party A employs Party B to conclude this contract,
in order to comply with it commonly.

       

      
        
          
          

        

        
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      Chapter
1 Contract Period

       

      Article 1 This contract
is contract.
(Please select fixed term, non-fixed term)

       

      (1) Fixed
term:

       

      The
effective period since_____(date)_____(month)____(year) till _____(date)_____(month)____(year).

       

      The
probationary period since____(date)_____(month)____(year) to
_____(date)_____(month)____(year).

       

      If both
parties reach an agreement on the renewal of the contract before one month of
the expiry of the contract, the contract can be renewed, without limiting the
number of renewals.

       

      (2)
Non-fixed term

       

      The
effective period since_____(date)_____(month)____(year)

       

      The
probationary period since_____(date)_____(month)____(year) to
_____(date)_____(month)____(year).

       

      (3)
During the probationary period, either party has the right to terminate this
labor contract, but it must be notified each other for seven days in advance. If
the probationary period is expired, and two parties without objections, Party B
becomes the official staff of Party A, and the probationary period should be
included in the life of the contract.

       

      Chapter
2 The content and address of work

       

      Article 2 Party B agrees to,
according to the requirement of Party A, work in the _______department, engage
in__________( type of work). Party B's work and labor ration standards is
decided by the Party A, Party A has a right to adjust Party B’s work and labor
ration reasonably, according to the requirements.

       

      Article 3 Party B should get
the work standards of the Party A’s regulations.

       

      Article 4 Party B’s workplace
is

       

      Article 5 Party B agrees:
Party A can adjust Party B’s work contents, position and workplace, which based
on the performance and ability of Party B, or the company's operating
requirements.

       

      
        
          
          

        

        
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      Chapter
3 The working time, break time and vacation

       

      Article 6 Party B’s working
hours are eight hours per day, and five and a half days per week, working hours
shall be executed according to regulations of the company.

       

      Article 7 Party B has the
right to enjoy statutory holidays and vacations treatment, which are regulated
by Party A. Except special working hours that is executed in accordance with the
laws.

       

      Article 8 Party B agrees:
Party A may, according to the working requirements, adjust the working hours,
including change the beginning and end of the working time of the day, by giving
reasonable resting time for employees, require employees to work on statutory
holidays and rest days. No special reason, Party B should support and submit to
Party A’s arrangement actively, but Party A should control overtime work
strictly.

       

      Article 9 Party A is not
allowed to violate labor law to extend the working hours of workers. In case get
the special requirements need to arrange overtime work, Party A should,
according to relevant regulations, pay the compensation to Party B, except the
non-payment of law and relevant regulations.

       

      Chapter
4   Labor Rewards

       

      Article 10 Labor rewards
(namely salary) for Party B during normal working period consist of basic wages,
post wages, allowances and wages for keeping secret. The concrete amount shall
be referred to base amount determined on employment table.

       

      Article 11 Party A implements
graded wages system in accordance with relevant regulations and enterprise
business conditions, determines corresponding salary standard depending on
assumed post of Party B and other conditions, and pays the salary through bank
payment or cashes payment in the next month.

       

      Article 12 Party A may
increase wages in accordance with profits and Party B’s behavior and working
performance, if Party B can’t reach required indexes specified by Party A, wages
of Party B may not increase.

       

      
        
          
          

        

        
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      Article 13 Party A may set up
year-end bonus in accordance with enterprise profits, and issue bonus depending
on employee’s working performance and term of service.

       

      Article 14 Party A may provide
allowances and subsidies for Party B in accordance with state regulations and
enterprise conditions.

       

      Article 15 Except for
subsidies prescribed by the law, rules and regulations, Party A has no
obligation to provide other allowances and subsidies to Party B.

       

      Article 16 The wages paid by
Party A include deserved rewards for keeping secret (exact ratio is 15% of wages
payment).

       

      Article 17 On the premise of
Party B provides normal work, Party A shall pay wages monthly not less than
local minimum wage level.

       

      Article 18 Party B agrees
Party A to adjust the salary in case following conditions happen:

       

       (1)
The post of duty of Party B is adjusted in accordance with his performance and
ability; and

       

       (2)
Labor reward of Party B is adjusted in accordance with bylaws of Party
A;

       

       (3)
The post of duty of Party B is adjusted in accordance with bylaws of Party
A;

       

       (4)
Party B becomes a shareholder or enjoys the proper equity participation of Party
A;

       

       (5)
On condition that Party A’s business condition has vital changes and occurs
other impersonal accidents.

       

      Chapter
5 Social Insurance

       

      Article 19 Both parties shall
pay the social insurance premiums in accordance with state
prescription.

       

      
        
          
          

        

        
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      Chapter
6 Labor Protection, Labor Condition & Occupational Hazard
Protection

       

      Article 20 Party A shall
provide necessary labor conditions and tools for Party A, as well as safe and
sanitary working environment that meets state requirements, otherwise Party B
has a right to refuse to work or terminate the contract.

       

      Article 21 Party A shall
provide labor protection and health care articles for Party B in accordance with
working requirements and state prescriptions, give corresponding protection to
women staff and workers during menstruation, pregnancy, child birth and baby
nursing period. The specific methods shall be executed in accordance with
relevant state prescriptions and local standards.

       

      Article 22 During the service
period of Party B, Party A must offer such an opportunity for Party B as
professional ethics education, operational technical safety production,
education of kinds of rules and regulations as well as social legal system
education from time to time, and Party B shall actively accept such
educations.

       

      Article 23 For the post of
duty existing occupational hazard, Party A shall provide occupational hazard
protection in accordance with relevant laws of China.

       

      Chapter
7 Labor Discipline

       

      Article 24 Party B has gotten
acquainted with and read bylaws and labor disciplines of Party A carefully.
Party B commits himself to abide by all bylaws as well as labor disciplines
established by Party A strictly.

       

      Article 25 Party A has the
right to establish and revise bylaws and labor disciplines in accordance with
legal prescriptions.

       

      Article 26 Once Party B breaks
the criminal law, be subjected to legal sanctions, or breaches current bylaws of
the company, Party A has the right to take disciplinary action against even
dismiss him in accordance with relevant prescriptions; any losses caused by
breaching rules, such as bad effect on business fame, assets losses, etc, Party
A may take one-time punishment measures as the case may be.

       

      
        
          
          

        

        
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      Article 27 If Party B engages
in embezzlement and takes bribes, neglects duty grossly, engages in malpractice for
selfish ends or has other immoralities, which will cause or going to damage
personal and property interests greatly, in other cases Party B violates the
criminal law or be subjected to legal sanctions, Party A has the right to
dismiss Party B’s duty immediately without paying any “contract compensation”
and “contract performance bond”. Party B shall bear total compensation
responsibility for any losses hereof caused by any embezzlement and bribe,
personal security and property benefits damage.

       

      Article 28 Party B shall keep
commercial items confidential during engagement and after dismissing in
accordance with the Agreement
on Secret Information signed by both parties.

       

      Chapter
8 Right and Obligation of Both Parties

       

      Article 29 Party A can
properly adjust Party B’s post of duty in accordance with his or her practical
working ability and demands of the company.

       

      Article 30 Party A has the
right to supervise Party B in accordance with corporate bylaws.

       

      Article 31 Any technological
achievements tied to job and relevant intellectual property rights accomplished
by Party B during engagement period shall be possessed by Party A, and Party B
has the right to obtain certificate of honor and material award.

       

      Article 32 Party A shall
provide corresponding professional skill training for Party B, and Party B has a
right to enjoy basic working right and relevant personnel treatment prescribed
by Party A.

       

      Article 33 Party B enjoys the
right to participate relevant business training and make a suggestion on working
improvement.

       

      Article 34 Party B has an
obligation to protect Party A’s interests, fame and common property, abide by
bylaws and labor disciplines prescribed by Party A, and keep Party A’s
commercial items confidential.

       

      
        
          
          

        

        
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      Chapter
9 Cancellation and Termination of Contract

       

      Article 35 Both parties may
terminate their employment contract if they so agree after
consultations.

       

      Article 36 Party A may terminate an employment
contract by giving Party B himself 30 days’ prior written notice,
if:

       

       (1)
After the set period of medical care for an illness or non-work-related injury,
Party B can engage neither in his original work nor in other work arranged for
him by Party A;

       

       (2)
A major change in the objective circumstances relied upon at the time of
conclusion of the employment contract renders it impossible and, after
consultations, both parties are unable to reach agreement on amending the
employment contract;

       

       (3)
Party B is incompetent and remains incompetent after training or adjustment of
his position;

       

       (4)
Any conditions meeting employment contract termination prescribed in Party A’s
bylaws occur.

       

      Article 37 If any one of the following
circumstances occurs, Party A may reduce the workforce in accordance with
specified procedures of employment contract:

       

       (1)
Restructuring pursuant to the Enterprise Bankruptcy Law;

       

       (2)
Serious difficulties in production and/or business operations;

       

       (3)
The enterprise switches production, introduces a major technological innovation
or revises its business method, and, after amendment of employment contracts,
still needs to reduce its workforce;

       

       (4)
Other major changes in the objective economic circumstances relied upon at the
time of conclusion of the employment contracts, rendering them
impossible.

       

      Article 38 Party A may dismiss
the employment contract anytime if Party B:

       

       (1)
Is proved during the probation period not to satisfy the conditions for
employment;

       

      
        
          
          

        

        
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       (2)
Materially breaches Party A’s rules and regulations;

       

       (3) Commits serious
dereliction of duty or practices graft, causing substantial damage to Party
A;

       

       (4)
Has additionally established an employment relationship with other employing
units which materially affects the completion of his tasks with the
first-mentioned unit, or he refuses to rectify the matter after the same is
brought to his attention by Party A;

       

       (5)
Party B uses such means as deception or coercion, or takes advantage of Party
A’s difficulties, to cause Party A to conclude an employment contract, or to
make an amendment thereto, that is contrary to that Party A’s true intent; thus
causes invalid or partially invalid employment contract;

       

       (6)
Has his criminal liability, rehabilitation through labor and be prosecuted for
the criminal responsibility pursued in accordance with the law.

       

      Article 39 Party B may
terminate his employment contract if Party A:

       

       (1)
Fails to provide the labor protection or working conditions specified in the
employment contract or state policies and regulations;

       

       (2)
Fails to pay labor compensation in full and on time;

       

       (3)
Has rules and regulations that violate laws or regulations, thereby harming
Party B’s rights and interests;

       

       (4)
Party A uses such means as deception or coercion, or takes advantage of Party
B’s difficulties, to cause Party B to conclude an employment contract, or to
make an amendment thereto, that is contrary to that Party B’s true intent; thus
causes invalid or partially invalid employment contract;

       

       (5)
If Party A uses violence, threats or unlawful restriction of personal freedom to
compel Party B to work, or if Party B is instructed in violation of rules and
regulations or peremptorily ordered by Party A to perform dangerous operations
which threaten his personal safety, Party B may terminate his employment
contract forthwith without giving prior notice to Party A.

       

      
        
          
          

        

        
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      Article 40 Party A may not
terminate an employment contract if Party B:

       

       (1)
Has been confirmed as having lost or partially lost his capacity to work due to
an occupational disease contracted or a work-related injury sustained with the
Party B;

       

       (2)
Has contracted an illness or sustained a non-work-related injury, and the set
period of medical care therefore has not expired;

       

       (3)
Is a female employee in her pregnancy, child birth and baby nursing
period;

       

       (4)
Other circumstances specified in laws or administrative statutes
regulations.

       

      Article 41 Generally any of
the parties may terminate his employment contract by giving one month prior
notice to the other one, otherwise he will pay 2 times’ salaries as compensation
money. Employment contract termination procedures will be handled in accordance
with legal and relevant enterprise prescriptions.

       

      Article 42 During the contract
period, if Party B feels an objection to work by having proper reasons, he can
quit the job by informing Party A one month advance in written form, which will
be valid after Party A’s approval. If Party B gets expired training, but the
work doesn’t reach to specified term, Party B shall pay training fee for Party
A. If Party B quits the job without approval of Party A, Party A has the right
to request Party B to execute employment contract under the help of governmental
labor department, and then compensate economic losses hereof to Party
A.

       

      Article 43 During the contract
period, by assuming such senior posts in economy, management and finance, if
Party B quits the job without any proper reason and Party A’s approval, Party A
has the right to request Party B to compensate the indirect or direct economic
losses hereof, at least the rest total salaries specified in the contract for
contract breaching responsibilities.

       

      Article 44 The employment
contract shall terminate if:

       

       (1)
Its term expires;

       

       (2)
Party B has commenced drawing his basic old age insurance pension in accordance
with the law;

       

      
        
          
          

        

        
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       (3)
Party B dies, or is declared dead or missing by a People’s Court;

       

       (4)
Party A is declared bankrupt;

       

       (5)
Party A has its business license revoked, is ordered to close or is closed down,
or Party A decides on early liquidation;

       

       (6)
Other circumstances specified in laws or administrative statutes
regulations.

       

      Chapter
10 Responsibility for Breach of Contract

       

      Article 45 Both parties must
strictly perform the employment contract, unless some relevant contents can’t be
performed after both parties’ negotiation, any of the parties violates the
contract shall compensate economic losses hereof depending on degree and
responsibilities, compensation amounts shall be determined in accordance with
regulations and practical conditions.

       

      Chapter
11 Others

       

      Article 46 This contract is
discussed by workers' congress, approved by the Board of Directors, and the
final power of interpretation is possessed by the Human Resource Department (or
the Office) of Zhengzhou Shenyang Technologies Co., Ltd.;

       

      Article 47 Once the contract
is signed, both parties must abide by the contract strictly. Both parties may
not change contract contents at his own choice. All disputes caused by this
contract shall be settled down through negotiation, if failed, they may submit
to local labor dispute arbitration committee;

       

      Article 48 The matters that
are not covered by this agreement or not complied with the law of state or local
government should be executed in accordance with the law;

       

      Article 49 This contract is
executed in duplicates, Party A and Party B each has one and shall be supervised
by superior department in charge of Party A and state labor management
department.

       

      This
contract will take effect immediately as from the signing day!

      


                                                                                                                                    
            

      
      

       

      
        	 	 
	
                Party A
      (Signature)

              	
                Party B
      (Signature)

              
	 	 
	 	 
	 	 Date:


      

       

      
        
          
          

        

        
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