Unassociated Document


    THIS
AGREEMENT is dated 12 January 2009 and effective as of the Commencement
Date, as defined below, and is made

    


    BETWEEN:

    
       

      
        	
                (1)

              	
                China Architectural Engineering
      Inc., (the “Company”), of 63/F, Bank
      of China Tower, 1 Garden Road, Hong Kong; and

              
	 	 
	

                (2)

              	Albert Jan Grisel, (the
      “Executive”), of
      102 Repulse Bay Road, House A, Hong Kong.


      

       

    

    THE PARTIES AGREE AS
FOLLOWS:

    


    
      	
              1.

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              In
      this Agreement, where the context
admits:

            


    

     

    The
“Board" means the board
of directors of the Company or the directors present at a duly convened meeting
of the Company’s directors at which a quorum is present and acting
throughout.

     

    “Confidential Information”
means any trade secrets or confidential information (which may include
commercially sensitive information) important to and relating to the business of
the Company and/or any other Group Company or relating to any clients,
employees, consultants or officers of the Company and/or any other Group
Company. Confidential information includes but is not limited to confidential
customer lists or requirements, pricing structures, marketing and sales
information, business plans or dealings, non-public financial information and
plans, designs, formulae, product plans, research activities, and Intellectual
Property; any documents marked as confidential (or a similar
expression);  any information which the Executive has been told is of
a confidential nature or which might reasonably be expected by the Company
and/or any other Group Company to be regarded as confidential; and/or any
information which has been given to the Company and/or any other Group Company
in confidence.

     

    "Commencement Date" means 16
October 2008 or such other mutually agreed date.

     

    "Group Company" means the
Company, any subsidiary of the Company or any company in which the Company holds
or controls more than 20% in the nominal value of the shares in issue carrying
voting rights. “Subsidiary” shall have the meaning given to it in the Companies
Ordinance.

     

    "Intellectual Property" means
all intellectual and industrial property and all rights therein including,
without limiting the generality of the foregoing, all inventions (whether
patentable or not, and whether or not patent protection has been applied for or
granted), improvements, developments, discoveries, proprietary information,
trademarks, trade names, websites, internet domain names, logos, art work,
slogans, know-how, technical information, trade secrets, processes, designs
(whether or not registrable and whether or not design rights subsist in them),
utility models, works in which copyright may subsist (including computer
software and preparatory and design materials therefor), and all works protected
by rights or forms of protection of a similar nature or having equivalent effect
anywhere in the world.

     

    “Prospective Client” means any
person (other than a Restricted Client) who, at any time during the Executive’s
employment, or, where the covenant applies after termination of employment, at
any time during the six month period immediately prior to the date of his
termination of employment, was a person:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (1)

            	
              from
      whom the Company and/or any other Group Company solicited or has solicited
      business during the relevant
period;

            


    

     

    
      	
               
      

            	
              (2)

            	
              to
      whom the Company and/or any other Group Company has made a presentation
      during the relevant period; or

            


    

     

    
      	
               
      

            	
              (3)

            	
              for
      whom the Company and/or any other Group Company has taken steps in
      preparing to solicit business during the relevant
  period,

            


    

     

    and with
whom during such relevant period the Executive shall have had business
dealings.

     

    "Restricted Business" means any
of the businesses of the Company and/or any other Group Company in which the
Executive was involved with during his employment (or where the restriction is
being enforced after cessation of his employment, in the six months prior to
such cessation).

     

    "Restricted Client" means any
person who, at any time during the Executive’s employment or, where the covenant
applies after termination of employment, at any time during the six month period
immediately prior to the date of his termination of employment, was a client or
customer of the Company and/or any other Group Company and with whom during such
period the Executive shall have had business dealings.

     

    
      	
              1.2

            	
              In
      this Agreement, where the context
admits:

            


    

     

    
      	
               
      

            	
              (A)

            	
              references
      to any statute or statutory provisions include a reference to those
      provisions as amended or re-enacted or as their application is modified by
      other provisions from time to time and any reference to a statutory
      provision shall include any subordinate legislation made from time to time
      under that provision;

            


    

     

    
      	
               
      

            	
              (B)

            	
              references
      to a “person”
      include any individual, company, body corporate, corporation sole or
      aggregate, government, state or agency of a state, firm, partnership,
      joint venture, association, organisation or trust (in each case, whether
      or not having separate legal personality and irrespective of the
      jurisdiction in or under the law of which it was incorporated or exists)
      and a reference to any of them shall include a reference to the
      others;

            


    

     

    
      	
               
      

            	
              (C)

            	
              any
      reference to “writing” shall include
      typewriting, printing, lithography, photography, telex, facsimile,
      electronic mail and other modes of representing or reproducing words in a
      legible form;

            


    

     

    
      	
               
      

            	
              (D)

            	
              words
      denoting the singular shall include the plural and vice versa;
      and

            


    

     

    
      	
               
      

            	
              (E)

            	
              the
      masculine gender shall be deemed to include the feminine
      gender.

            


    

     

    
      	
              1.3

            	
              Headings
      are inserted for convenience only and shall not affect the construction of
      this Agreement.

            


    

     

    
      	
              2.

            	
              Appointment,
      position and commencement of
employment

            


    

     

    
      	
              2.1

            	
              The
      Company appoints the Executive and the Executive agrees to serve the
      Company and any other Group Company, as required by the Company, in the
      capacity of Chief Financial Officer.  The Executive’s
      appointment is conditional on obtaining any necessary employment
      visa.

            


    

     

    
      	
              2.2

            	
              The
      Executive will provide regular reports to the Board from time to
      time.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              The
      Executive’s employment shall take effect from the Commencement Date
      subject to the termination provisions in this
  Agreement.

            


    

     

    
      	
              2.4

            	
              The
      Executive warrants that, in entering into this Agreement and performing
      his obligations under it, he will not be in breach of any terms or
      obligations under any further or other covenant or agreement with any
      third party.

            


    

     

    
      	
              2.5

            	
              The
      Executive agrees that he will not make use of any confidential information
      belonging to any third party which he is not permitted to disclose and he
      indemnifies the Company against any losses it may incur as a result of the
      breach of this clause.

            


    

     

    
      	
              3.

            	
              Directorships

            


    

     

    
      	
              3.1

            	
              The
      Executive may be reasonably required by the Board to accept appointment as
      director or other officer of the Company and/or any other Group Company in
      connection with his appointment under this Agreement from time to
      time.  In such event, the Executive shall reasonably accept such
      appointment.  He shall also resign without claim for
      compensation from such directorship or office at any time on request by
      the Company and such resignation shall not affect the continuance in any
      way of this Agreement.  The Executive shall immediately account
      to the Company for any director's fees or other emoluments, remuneration
      or payments either receivable or received by him by virtue of his holding
      such directorship or office (or waive any right to the same if so required
      by the Company).

            


    

     

    
      	
              3.2

            	
              Save
      with the prior agreement in writing of the Board, the Executive shall not,
      during the continuance of this Agreement, resign from any directorship or
      office of the Company and/or any other Group Company in which he holds a
      directorship at the Company’s request, or do anything that would cause him
      to be disqualified from continuing to act as a
  director.

            


    

     

    
      	
              3.3

            	
              In
      the event of the termination of the employment of the Executive for
      whatever reason and whether by notice or in any other manner whatsoever,
      the Executive shall, upon the request of the Board resign without claim
      for compensation from any directorships or offices of the Company and/or
      any other Group Company in which he holds a directorship or office at the
      Board’s request.

            


    

     

    
      	
              3.4

            	
              Should
      the Executive fail to resign from any directorship or any other office
      when so requested by the Board, either during his employment or upon
      termination, the Company is irrevocably authorised to appoint a person in
      his name and on his behalf to execute any documents and to do all things
      required to give effect to the
resignation.

            


    

     

    
      	
              3.5

            	
              The
      Company will seek to purchase suitable Director’s & Officer's
      liability insurance cover for the Executive, subject to any applicable
      legal requirements and compliance with any criteria or conditions imposed
      by the relevant insurer.

            


    

     

    
      	
              4.

            	
              Duties
      

            


    

     

    
      	
              4.1

            	
              The
      Executive shall exercise such powers, perform such duties and comply with
      such directions in relation to the business of the Company and/or any
      other Group Company as the Board may, from time to time, confer upon or
      assign or give to him. The Executive will in particular be responsible
      for, but not limited to: debt and equity financing, investor relations and
      the Company’s finance department in
general.

            


    

     

    
      	
              4.2

            	
              The
      Executive shall during working hours devote his time and attention and
      abilities to the business of the Company and/or any other Group Company
      with which the Executive is required by the Board to be concerned
      with and shall perform all duties commensurate with his position at such
      times as may be required by the Company and/or any other Group Company. He
      shall use his best endeavours to promote and protect the general interests
      and welfare of the Company and such other Group
  Company.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              The
      Executive shall at all times promptly give to the Board (in writing if so
      requested) all such information, explanations and assistance as it may
      require in connection with the business of the Company and/or any other
      Group Company with which the Executive is required by the Board to be
      concerned with.

            


    

     

    
      	
              5.

            	
              Place
      of work

            


    

     

    
      	
              5.1

            	
              The
      Executive's principal place of work be at the Company’s Hong Kong office,
      currently at 63/F, Bank of China Tower, 1 Garden Road, Hong
      Kong.

            


    

     

    
      	
              5.2

            	
              The
      Executive may be required to travel outside Hong Kong on the business of
      the Company and/or any other Group Company from time to
    time.

            


    

     

    
      	
              6.

            	
              Hours
      of work

            


    

     

    
      	
              6.1

            	
              The
      Executive shall work normal business hours during Monday to
      Friday.

            


    

     

    
      	
              6.2

            	
              The
      Executive may also be required to work such additional hours as may be
      necessary in the performance of his duties and powers under this
      Agreement.  No overtime will be paid with respect to any
      additional hours worked.

            


    

     

    
      	
              7.

            	
              Remuneration

            


    

     

    
      	
              7.1

            	
              The
      Executive’s salary will initially be at the annual rate of HKD
      1,852,500.  Such salary shall be payable around the end of each
      month by equal monthly instalments in Hong Kong
      dollars.  

            


    

     

    
      	
              7.2

            	
              The
      Executive’s salary shall be reviewed after two years from the Commencement
      Date and the Company will reasonably take into account the past and
      expected consumer price index in Hong Kong. The Company may adjust the
      Executive’s remuneration upward as it considers
    appropriate.

            


    

     

    
      	
              7.3

            	
              Subject
      to clause 7.4, the Executive will be entitled
      to a cash bonus to an amount of US$150,000 in respect of the financial
      years ending 31 December 2008 and 31 December 2009 (3 months pro-rata for
      2008). Such cash bonus is payable within 3 months after the relevant
      financial year.

            


    

     

    
      	
              7.4

            	
              Unless
      required by law or specifically referred to in this Agreement, all such
      cash bonus will cease to be payable if the Executive is no longer an
      employee of the Company at the proposed payment
  date.

            


    

     

    
      	
              7.5

            	
              The
      Executive shall be entitled to a sign-on bonus of US$ 75,000 and certain
      number of  shares of the Company, to be determined by the equity
      compensation committee. These shares will be transferred to a personal
      custodian account of the Executive’s choice (“Custodian
      Account”).  The Company shall be responsible for all
      incidental fees and charges to effect such transfers, which will be
      effected within 2 weeks after determination by the equity compensation
      committee in 2008.

            


    

     

    
      	
              7.6

            	
              Subject
      to clause 7.8, the Executive is entitled to
      50,000 shares of the Company, to be transferred to the Custodian Account,
      by the Company at the end of the 12th,
      24th
      and 36th
      month of continued service.

            


    

     

    
      	
              7.7

            	
              Subject
      to clause 7.8, the Executive is entitled to
      50,000 share options of the Company at the end of 12th,
      24th
      and 36th
      month of continued service, with strike price equal to the
      fair  market value of the Company’s common stock on the date of
      the respective grant. The options are exercisable up till and including
      the 6th
      anniversary of such options series.  Unless the market price of
      the options is less than the strike price, any options not exercised
      before the 6th
      anniversary will automatically be exercised at the 6th
      anniversary of such option series, conditional upon the strike price being
      paid by the Executive.  Such options
      cannot be exercised within the first six months of their respective date
      of grant.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.8

            	
              The
      share grant and options provided in clauses 7.5, 7.6 and 7.7 will be subject to the Executive remaining
      an employee (save for the situation provided for in clause 17.6) at the date of grant. Such share grant
      and options will also be subject to anti-dilution
      protection.  Any share dilution taking effect after the date of
      the term sheet agreed on 28 September 2008 will be measured against the
      number of outstanding shares on the date of the grant. The number of share
      and options in any subsequent grants will then be adjusted proportionately
      to reflect any dilution effect.

            


    

     

    
      	
              7.9

            	
              At
      the discretion of the Company, part of the Executive’s annual remuneration
      up to a maximum of 60% may be expressed as a reimbursement of housing
      expenses and, based on current Inland Revenue practices, this portion is
      not expected to be subject to Hong Kong salaries tax.  The
      Executive will however instead be taxed on a ‘rental value’, currently
      calculated by the Inland Revenue Department as 10% of other taxable
      income. To participate in this arrangement, the Executive is required to
      provide the Company with a copy of the stamped lease agreement in his name
      and the relevant receipts for rent.

            


    

     

    
      	
              7.10

            	
              The
      Executive agrees that he will account to any appropriate authority for all
      taxes payable by him under any applicable law or regulation in respect of
      all sums received by him under this Agreement and shall indemnify the
      Company for any losses, costs or expenses incurred by the Company and
      resulting from his failure to do
so.

            


    

     

    
      	
              7.11

            	
              The
      Executive’s remuneration, or any part of it, may be paid by the Company or
      any other entity it nominates.  For the avoidance of doubt,
      payment of any part of the Executive’s remuneration by such an entity will
      extinguish the Company’s obligation to pay such amount to the Executive
      directly.

            


    

     

    
      	
              8.

            	
              Expenses

            


    

     

    
      	
              8.1

            	
              The
      Company shall pay or refund or procure to be paid or refunded to the
      Executive all reasonable travelling, entertainment and other similar out
      of pocket expenses necessarily and wholly incurred by the Executive in the
      proper performance of his duties. The Executive is required to produce
      evidence of such expenses as the Company may reasonably
      require.

            


    

     

    
      	
              9.

            	
              Annual
      leave and holidays

            


    

     

    
      	
              9.1

            	
              The
      Executive will be entitled to 30 working days annual leave per year
      exclusive of statutory and public
holidays.

            


    

     

    
      	
              9.2

            	
              The
      leave year currently runs from 1 January to 31 December. Subject to legal
      requirements, the Executive may carry over his annual leave days to the
      next leave year unless otherwise disapproved by the Company. Annual leave
      which is accrued but unused will be paid out upon termination, subject to
      applicable legal requirements.

            


    

     

    
      	
              9.3

            	
              Annual
      leave pay for statutory leave will be calculated in accordance with the
      Employment Ordinance, and leave pay for additional annual leave shall be
      calculated as the Company shall determine from time to
      time.  Payments in lieu of annual leave upon termination, if
      any, will also be calculated based on such formulae. The Executive shall
      be deemed to have taken statutory annual leave before additional
      leave.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              9.4

            	
              The
      Executive will be entitled to Saturday and Sunday as weekly days off but
      only Sunday will be treated as a statutory rest day under the Employment
      Ordinance.  Saturday will be a contractual day off which is
      inclusive of any statutory or public holiday which falls on a
      Saturday.

            


    

     

    
      	
              10.

            	
              Sickness
      

            


    

     

    
      	
              10.1

            	
              The
      Executive is entitled to paid sick leave. The Company shall provide full
      pay for each day of sickness.  Without prejudice to the
      Executive’s appointment under this Agreement, the Company shall be
      entitled during any period of the Executive’s absence due to illness,
      injury or other incapacity to temporarily appoint another employee to
      perform the duties and exercise the powers of the Executive in his place
      on such terms and conditions as the Company shall see
  fit.

            


    

     

    
      	
              11.

            	
              Retirement
      scheme

            


    

     

    
      	
              11.1

            	
              The
      Company will enrol the Executive in a Mandatory Provident Fund Scheme as
      required by law. The Company will make the minimum required contributions
      under law, which are currently 5% of relevant income or HK$1,000 per
      month, whichever the lower. The Executive’s statutory contributions, which
      are currently 5% of relevant income or HK$1,000 per month, whichever the
      lower, will be deducted from salary each
month.

            


    

     

    
      	
              12.

            	
              Benefits
      

            


    

     

    
      	
              12.1

            	
              The
      Executive is entitled to medical cover and disability benefits under the
      Company's relevant insurance schemes subject to their terms and conditions
      from time to time and subject to meeting relevant eligibility
      criteria.  The Executive can elect not to receive such benefits
      and receive a paid cash equivalent equal to the amount that the Company
      otherwise would have incurred.

            


    

     

    
      	
              12.2

            	
              The
      Company shall make available
      to the Executive a car, a car parking space (at or near the Executive’s
      principal place of work) and a driver for his business use. The type of
      car will be of such type as the Company may in its absolute discretion
      decide is suitable. The Company shall pay the running expenses in
      connection with the use of the car in accordance with its car policy in
      place from time to time.

            


    

     

    
      	
              12.3

            	
              The
      Executive is entitled to membership of the American Club or alternatively
      at the option of the Executive, Aberdeen Marina Club.  The
      Company will procure a corporate debenture to be acquired to accommodate
      the Executive’s membership no later than 15 December 2008.  The
      Executive is responsible for any ongoing costs save for the monthly
      subscription cost, in relation to the use of the
      membership.  This benefit is subject to any eligibility criteria
      imposed by the relevant club and to the Executive’s full compliance with
      any rules and regulations of the
club.

            


    

     

    
      	
              12.4

            	
              The
      Executive is entitled to a transportation allowance of HK$15,000 payable
      monthly.

            


    

     

    
      	
              12.5

            	
              The
      Executive and his family (up to a maximum of 4 dependents) are entitled to
      one business class ticket each from Hong Kong to Amsterdam per calendar
      year.  If such benefit is not utilised, the Executive may elect
      to receive a cash equivalent of this benefit as calculated by the Company
      by reference to the lowest prevailing rates of business class air tickets
      being charged by its travel agent.

            


    

     

    
      	
              12.6

            	
              The
      Executive is entitled to travel in business class (where available) when
      travelling on the Company’s
business.

            


    

     

    
      	
              12.7

            	
              Provision
      of the benefits above are subject to the Executive’s compliance with any
      criteria or rules as set by the relevant service provider from time to
      time.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              Conflict
      of interest

            


    

     

    
      	
              13.1

            	
              During
      the continuance of this Agreement, the Executive shall not without the
      prior written consent of the Company, either as principal, agent,
      employee, consultant, advisor or other, carry on or be engaged, concerned
      or interested directly or indirectly (whether alone or on his own behalf
      or on behalf of or in association or conjunction with any other person and
      whether as an employee or in any other capacity) in any trade, business or
      occupation whatsoever other than that of the Company and/or any other
      Group Company otherwise than as a holder for personal investment purposes
      only of any shares or other capital of any listed company and which does
      not compete with the Company and/or any other Group
    Company.

            


    

     

    
      	
              13.2

            	
              The
      Executive will disclose promptly to the Company in writing all his
      interests in any business other than that of the Company and any other
      Group Company and will notify the Company immediately of any change in his
      external interests.

            


    

     

    
      	
              13.3

            	
              During
      the term of his employment, the Executive will not introduce to any other
      person, firm, company or organisation, business of any kind with which the
      Company and/or any other Group Company is able to deal and he will not
      have any outside financial interest in, or derive any financial or other
      benefit from, contracts or transactions entered into by the Company and/or
      any other Group Company without first disclosing such interest or benefit
      to the Company and obtaining its written
  approval.

            


    

     

    
      	
              14.

            	
              Confidentiality

            


    

     

    
      	
              14.1

            	
              As
      Confidential Information will from time to time become known to the
      Executive, the Company considers and the Executive acknowledges, that the
      following restraints are necessary for the reasonable protection by the
      Company of its business and/or the business of any other Group Company,
      the clients thereof or their respective
affairs.

            


    

     

    
      	
              14.2

            	
              The
      Executive shall not at any time, either during the continuance or after
      the cessation of his employment with the Company use, disclose or
      communicate to any person whatsoever any Confidential Information of which
      he has or may have become possessed during his employment with the Company
      or supply the contact details of any client, customer, supplier, agent,
      employee, consultant, or officers of the Company or any other Group
      Company to any person except in the proper course of his employment or as
      authorised in writing by the Company or as ordered by a court of competent
      jurisdiction.

            


    

     

    
      	
              14.3

            	
              The
      Executive shall not at any time, either during the continuance or after
      the cessation of his employment with the Company make, otherwise than for
      the benefit of the Company and/or any other Group Company, any notes or
      memoranda relating to any matter within the scope of his duties or
      concerning any of the dealings or affairs of the Company and/or any other
      Group Company.

            


    

     

    
      	
              14.4

            	
              The
      Executive shall not at any time, during the continuance or within 12
      months after cessation of his employment with the Company make any
      statement (whether written or oral) to any representative of television,
      radio, film, press or other similar media and shall not write any article
      for the press or otherwise for publication on any matter connected with or
      relating to the business of the Company and/or any other Group Company
      without first obtaining the written approval of the Company, except as
      required in the normal course of his employment by the Company.

            


    

     

    
      	
              15.

            	
              Intellectual
      property

            


    

     

    
      	
              15.1

            	
              If
      at any time in the course of, or in connection with, his employment under
      this Agreement the Executive makes or discovers or participates in the
      making or discovery of any Intellectual Property directly or indirectly
      relating to or capable of being used in the business carried on by the
      Company and/or any other Group Company, full details of the Intellectual
      Property shall immediately be disclosed in writing by him to the Company
      and the Intellectual Property shall be the absolute property of the
      Company and/or the relevant Group
Company.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              15.2

            	
              At
      the request and expense of the Company, the Executive shall give and
      supply all such information, data, drawings and assistance as may be
      necessary or in the opinion of the Company desirable to enable the Company
      to exploit the Intellectual Property to the best advantage (as decided by
      the Company), and shall execute all documents and do all things which may
      be necessary or in the opinion of the Company desirable for obtaining
      patent or other protection for the Intellectual Property in such parts of
      the world as may be specified by the Company and for vesting the same in
      the Company or as it may direct.  The obligations set out in
      this clause shall survive the termination of the Executive’s employment
      for whatever reason (whether lawful or
not).

            


    

     

    
      	
              15.3

            	
              The
      Executive agrees and undertakes that all Intellectual Property made or
      discovered by him shall not infringe any rights of any third party
      (including but not limited to contractual or intellectual property rights)
      or put the Company and/or any other Group Company into disrepute, and
      shall be original.

            


    

     

    
      	
              16.

            	
              Restrictions

            


    

     

    
      	
              16.1

            	
              The
      Executive covenants with the Company (for itself and on behalf of each
      other Group Company) as follows.

            


    

     

    
      	
               
      

            	
              (A)

            	
              Non-competition

            
	 	 	 
	 	 	The
      Executive shall not during his employment or at any time during the 6
      month period after the date of the termination of his employment, except
      in the event of a wrongful termination by the Company, be engaged,
      concerned or interested, either directly or indirectly in any capacity
      (including but not limited to as principal, agent, advisor, employee,
      consultant, or officer) in any trade or business or occupation whatsoever
      in Hong Kong which would or might reasonably be considered to compete with
      the Restricted Business.


    

     

    
      	
               
      

            	
              (B)

            	
              Non-dealing with
      clients

            
	 	 	 
	 	 	The
      Executive shall not during his employment or at any time during the 6
      month period after the date of termination of his employment, except in
      the event of a wrongful termination by the Company, either on his own
      account or in conjunction with or on behalf of any other person, have
      business dealings directly or indirectly with any person who is a
      Restricted Client or Prospective Client provided always that nothing
      contained in this clause shall be deemed to prohibit the seeking or doing
      of business not in direct or indirect competition with the Restricted
      Business.


    

     

    
      	
               
      

            	
              (C)

            	
              Non-solicitation of
      clients

            
	 	 	 
	 	 	The
      Executive shall not during his employment or at any time during the 6
      month period after the date of termination of his employment, except in
      the event of a wrongful termination by the Company, either on his own
      account or in conjunction with or on behalf of any other person solicit or
      interfere with or attempt to solicit or interfere with the Company’s
      and/or any other Group Company’s relationship with any Restricted Client
      or Prospective Client, provided always that nothing contained in this
      clause shall be deemed to prohibit the seeking or doing of business not in
      direct or indirect competition with the Restricted
  Business.


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (D)

            	
              Non-solicitation of
      employees

            
	 	 	 
	 	 	The
      Executive shall not during his employment or at any time during the 6
      month period after the date of termination of his employment, except in
      the event of a wrongful termination by the Company, either on his own
      account or in conjunction with or on behalf of any other person, solicit
      or entice away or attempt to solicit or entice away (or assist any other
      person whether by means of the supply of names or expressing views on
      suitability or otherwise howsoever to solicit or entice away) from the
      Company and/or any other Group Company, any individual who is a management
      and/or senior employee or director or officer of the Company and/or any
      other Group Company, and with whom the Executive has had business dealings
      during his employment (or where this provision is being enforced after the
      Executive’s employment ceases, any time during the 6 months prior to its
      cessation), whether or not any such person would commit a breach of
      contract by reason of his leaving
service.


    

     

    
      	
              16.2

            	
              Where
      clauses 16.1(A), 16.1(B), 16.1(C)
      and 16.1(D) would apply after the cessation
      of the Executive’s employment, the periods of restriction specified in
      those clauses shall each be reduced by the duration of any period
      immediately prior to the date of termination during which the Company
      suspends the Executive from performance of his
  duties.

            


    

     

    
      	
              16.3

            	
              Each
      of the restrictions in this clause shall be construed as a separate and
      independent restriction and if one or more of the restrictions is found to
      be void or unenforceable, such void or unenforceable part shall be deemed
      deleted and the validity of the remaining restrictions shall not be
      affected.

            


    

     

    
      	
              17.

            	
              Termination

            


    

     

    
      	
              17.1

            	
              The
      Executive’s employment may be terminated by either party giving at any
      time three months’ written notice or payment in
  lieu.

            


    

     

    
      	
              17.2

            	
              The
      Executive's employment may be terminated summarily by the Company without
      notice or payment in lieu of notice in accordance with section 9 of the
      Employment Ordinance if, e.g., the Executive misconducts himself such
      conduct being inconsistent with the due and faithful discharge of his
      duties.

            


    

     

    
      	
              17.3

            	
              The
      Executive's employment may be terminated by the Company giving at any
      time  seven days’ notice or payment in lieu if the
      Executive:

            


    

     

    
      	
               
      

            	
              (A)

            	
              has
      a bankruptcy order made against him or if he makes any arrangement or
      composition with his creditors with or for the benefit of his creditors
      generally;

            


    

     

    
      	
               
      

            	
              (B)

            	
              is
      convicted of any criminal offence other than an offence which, in the
      reasonable opinion of the Company, does not affect his position as an
      employee of the Company (bearing in mind the nature of the duties in which
      he is engaged and the capacity in which he is
  employed);

            


    

     

    
      	
               
      

            	
              (C)

            	
              by
      his actions or omissions, brings the name or reputation of the Company
      and/or any other Group Company into serious disrepute or prejudices the
      interests of the business of the Company and/or any other Group
      Company;

            


    

     

    
      	
               
      

            	
              (D)

            	
              is
      convicted of an offence under any present or future statutory enactment or
      regulation relating to insider
dealing;

            


    

     

    
      	
               
      

            	
              (E)

            	
              has
      any regulatory or other licence of approval, or employment visa refused,
      suspended, revoked or not renewed which cannot be remedied within
      a  reasonable period of time;
or

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (F)

            	
              is
      or becomes prohibited by law from being a
  director.

            


    

     

    Any delay
by the Company in exercising such right to termination shall not constitute a
waiver thereof.

     

    
      	
              17.4

            	
              In
      the event of the termination of the employment of the Executive for
      whatever reason and whether by notice or in any other manner whatsoever,
      the Executive agrees that he will not at any time after such termination
      represent himself as still having any connection with the Company and/or
      any other Group Company save as a former
  employee.

            


    

     

    
      	
              17.5

            	
              Before
      and after the termination of the Executive’s employment for whatever
      reason and whether by notice or in any other manner whatsoever, the
      Executive agrees to provide the Company and/or any other Group Company
      with reasonable assistance regarding matters of which he has knowledge
      and/or experience and the Executive agrees to assist in any proceedings or
      possible proceedings in which the Company and/or any other Group Company
      is or may become a party.

            


    

     

    
      	
              17.6

            	
              In
      the event the Executive’s employment is brought to an end by the Company
      within 36 months of the Commencement date for whatever reason (other than
      pursuant to clauses 17.2 and 17.3) and whether by notice or in any other
      manner whatsoever, the Executive shall be entitled to six months salary
      (including pro rata share and option grants and cash bonus referred to in
      clauses 7.6, 7.7
      and 7.3 respectively for the relevant
      year)  in addition to any payment in lieu of
    notice.

            


    

     

    
      	
              18.

            	
              Suspension
      and garden leave

            


    

     

    
      	
              18.1

            	
              The
      Executive agrees that the Company shall be entitled, from time to time
      including in the event that notice of termination to terminate the
      Executive’s employment has been given by either party, to require the
      Executive to observe all or some of the following during such period as
      specified by the Company in its
discretion:

            


    

     

    
      	
               
      

            	
              (A)

            	
              cease
      to render all or some of the Executive’s
duties;

            


    

     

    
      	
               
      

            	
              (B)

            	
              remain
      away from any premises of the Company and/or any other Group Company or
      any premises named by the Company;

            


    

     

    
      	
               
      

            	
              (C)

            	
              resign
      with immediate effect from any offices he holds with the Company and/or
      any other Group Company; and/or

            


    

     

    
      	
               
      

            	
              (D)

            	
              not
      become employed by or provide services directly or indirectly to any
      person, firm, company or
organisation.

            


    

     

    
      	
              18.2

            	
              For
      the avoidance of doubt, during any such period the Company will not have
      any obligation to provide the Executive with work but salary and
      contractual benefits will continue to be payable and he will remain bound
      by all of the express and implied obligations arising out of his
      employment with the Company, including the obligations of good faith and
      fidelity. The Executive agrees that he will comply with any requests made
      by the Company pursuant to this clause from time to time and perform such
      duties at such place and time as the Company may reasonably
      request.

            


    

     

    
      	
              19.

            	
              Return
      of property on termination

            


    

     

    
      	
              19.1

            	
              In
      the event of the termination of the employment of the Executive for
      whatever reason, the Executive immediately shall deliver up to the Company
      or its authorised representative any property of the Company and/or any
      other Group Company which may be in his possession, custody or control,
      including without limitation minutes, memoranda, correspondence, notes,
      records, reports, sketches, plans, credit cards, security cards/passes,
      Company-provided mobile phone, discs, keys, software, address books,
      databases, proposals, electronic mail, files or other documents, whether
      or not the property was originally supplied to him by the Company or any
      other Group Company.  The Executive’s obligations under this
      clause include the return of all copies (whether in hard copy or
      electronic form), drafts, reproductions, notes, extracts or summaries
      (however stored or made) of all documents and
  software.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              19.2

            	
              If
      so requested, the Executive shall provide to the Company a signed
      statement confirming that he has complied fully with this
      clause.

            


    

     

    
      	
              20.

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              20.1

            	
              This
      Agreement and the Executive’s employment shall be governed by, and
      construed in accordance with, the laws of Hong
  Kong.

            


    

     

    
      	
              20.2

            	
              The
      Company and the Executive agree to submit to the non-exclusive
      jurisdiction of the Hong Kong courts and labour tribunal in respect of any
      dispute arising under this Agreement and the Executive’s employment with
      the Company.

            


    

     

    
      	
              21.

            	
              General

            


    

     

    
      	
              21.1

            	
              Employee
      handbook

            


    

     

    The
Executive is required to comply with the provisions of any employee handbook
implemented by the Company and as amended at the Company’s discretion from time
to time.  Unless otherwise specifically stated, none of the provisions
of the handbook shall form part of the terms of the Executive’s terms of
employment.

     

    
      	
              21.2

            	
              Equal
      opportunities

            


    

     

    The
Company is an equal opportunities employer and the Executive is required to
refrain from any discrimination, harassment or vilification which is prohibited
by local laws.  The Executive is required to comply with any equal
opportunities policy implemented by the Company from time to time.

     

    
      	
              21.3

            	
              Data
    privacy

            


    

     

    The
Executive consents to the Company and/or any other Group Company holding and
processing the data it collects in relation to him in the course of his
employment, for the purposes of the Company's administration and management of
its employees and its business and for compliance with applicable procedures,
laws and regulations and to the transfer, storage and processing of such data in
and outside Hong Kong.  The Executive may request access to and
correction of his personal data by contacting the Human Resources
Department.

     

    
      	
              21.4

            	
              Inconsistency

            


    

     

    In the
event of any conflict between the terms of this Agreement and any other document
recording or purporting to record the terms of the Executive's employment by the
Company, the terms of this Agreement shall prevail.

     

    
      	
              21.5

            	
              Prior
      agreements

            


    

     

    This
Agreement and any documents referred to constitute the entire agreement between
the Company and the Executive. This Agreement shall be in substitution for any
subsisting agreement, service agreement or contract of employment (oral or
otherwise) made between the Company and the Executive or between any other Group
Company and the Executive which shall be deemed to have been terminated by
mutual consent with effect from the Commencement Date. The Executive warrants
and agrees that he is not entering into this Agreement in reliance on any
representation not expressly set out in this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              21.6

            	
              Severability

            


    

     

    If any
provision of this Agreement or a clause hereof is determined to be illegal or
unenforceable by any court of law or any competent governmental or other
authority, the remaining provisions within that clause and the remainder of this
Agreement shall be severable and enforceable in accordance with their terms, so
long as this Agreement, without such terms or provisions, does not fail its
essential purpose.  The parties shall negotiate in good faith to
replace any such illegal or unenforceable provisions with suitable substitute
provisions which will maintain as far as possible the purposes and the effect of
this Agreement.

     

    
      	
              21.7

            	
              Notices

            


    

     

    Any
notice to be given under this Agreement shall be given in writing and may be
sent, addressed in the case of the Company to its registered office for the time
being and in the case of the Executive to him at his last known place of
residence or given personally, and any notice given by post shall be deemed to
have been served at the expiration of 48 hours after the same was
posted.

    
 

    
      	SIGNED
      by      	)	/s/  Luo
      Ken Yi
	for and on behalf of
      the Company    	) 	 
	and each other Group
      Company 	)	 
	 	 	 
	 	 	 
	SIGNED by the
      Executive 	)	/s/  Albert
      Jan Grisel