Henry County Plywood Corporation: Exhibit 10.5 - Prepared by TNT
Filings Inc.




  


Exhibit 10.5





(English Translation)


Luo Xiong


Dear Luo Xiong:


Re: Offer to join the Board of Directors


          On
behalf of Organic Region Group Ltd. (the “Company”), we are delighted to extend
an offer to you to join the Company as a Board Member. The members of the
Company’s Board of Directors are all very impressed with your credentials and
we look forward to your future success. The terms of your position with the
Company are as set forth below:


          1.
Position. As Board Member, you will be required
from time to time to attend meetings at the Company’s headquarters in 6F
No.947,Qiao Xing Road, Shi Qiao Town, Pan Yu District, Guang Zhou, China.


          2.
Start
Date. Subject to any conditions imposed by this letter
agreement, you will commence your position with the company at a mutually
agreed upon date but not later than Jan. 05, 2004.


          3.
Compensation.


	
 

	
 


	
 

	
          a. Annual
 Retainer. You
 will be paid an Annual Retainer of HK$600,000 per year, which will be paid
 gross. You will be responsible for reporting and paying any applicable taxes.


	
 

	
 


	
 

	
          b. Additional
 Fees. No fees
 will be paid for conference calls, meeting preparation, etc. Reasonable
 expenses that you incur related to the performance of your duties will be
 reimbursed to you. You will be responsible for reporting and paying any
 applicable taxes.





          4. Indemnity. If the Board of Directors
determines that it is in the best interests of the Company to enter into
indemnification contracts with any of its offers or directors, as a Board
Member, you will be entitled to such indemnification and the Company will enter
into such an indemnification contract with you.


          5.
Confidentiality
of Terms. You agree to follow the Company’s policy that
employees and members of the Board of Directors, must not disclose, either
directly or indirectly, any information, including any of the terms of this
agreement, regarding salary, bonuses, or stock



 

purchase or
option allocations to any person, including other employees of the Company;
provided, however, that you may discuss such terms with members of your
immediate family and any legal, tax or accounting specialists who provide you
with individual legal, tax or accounting advice.


          We
are all delighted to be able to extend you this offer and look forward to
working with you. To indicate your acceptance of the Company’s offer, please
sign and date this letter in the space provided below and return it to us,
along with a signed and dated copy of the Confidentiality Agreement. This
letter set forth the terms of your service with the Company and supersede any
prior representations or agreements, whether written or oral. This letter may
not be modified or amended except by a written agreement, signed by the Company
and by you.


	
 

	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 

	
 


	
 

	
Organic
 Region Group Ltd.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Leung
 Chi Ming


	
 

	
 

	 


	
 

	
 

	
   Leung
 Chi Ming

 

 Chief Executive Officer


	
 

	
 


	
ACCEPTED AND
 AGREED:


	
 

	
 


	
Luo Xiong

	
 


	
 

	
 


	
/s/ Luo
 Xiong

	
 


	
 

	
 


	 

	
 


	
Signature

	
 


	
 

	
 


	
Date: