Unassociated Document


     

    
      EXHIBIT
10.1

      CFO
Employment Agreement

      between
China Energy Corp. (OTCBB:CHGY)

      and
Jessie International Inc.

      


      Party A:
China Energy Corp. (OTCBB: CHGY)

      Party B:
Jessie International Inc.

      Address:
160 Valley Road, Waterside, New Jersey, USA

      


      I.           In
the spirit of sincere cooperation and to seek mutual development, Party A
engages Party B as its financial advisor (hereinafter “Financial Advisor”),
Party B accepts the appointment. The Parties reach this agreement through
friendly negotiations.

      


      II.         
Party B shall appoint a special person to communicate with Party A and provide
its service to Party A as a team. Party B shall provide financial services to
Party A in accordance with the content set forth under section 3
below.

      


      III.        The
content and form of the financial services provided by Party B is set forth
below:

      


      (a). Party B shall send its partner,
Mr. Yuan Gong, to Party A to act as Party A’s CFO. Mr. Gong will assist Party A
to complete its quarterly and annual audit report. Mr. Gong
shall also help to get Party A to be listed on U.S. main board exchange and
other financing related preparatory work. Mr. Gong may also play a leadership
role under the authorization of Party A:

      


      1.    Through the research
of actual situations, designs an overall financial framework, plans and provides
management recommendations for Party A.

      


      2.    Helps Party A to
complete audit, legal framework, option plan (employee stock option plan), and
corporate governance and internal control related work.

      


      3.    Participates in the
selection of, evaluation of and negotiation with underwriters and private equity
investors.

      


      4.    Within the scope of
authorization of Party A, represents or assists Party A to cooperate with
parties and agencies related to public listing and private investment, including
but not limited to, attorneys, auditors, underwriters, sell side analysts,
institutional investors, investor relationship consulting company.

      


      5.    Provide other related
internal assistance  to Party A and other related participants in the
private placement in providing professional knowledge .

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IV.          
Term of
Service

      


      In principle, the term of service
stated herein shall be a period of  24 months  upon the
execution of this agreement; however, the term may be extended if both parties,
after consultation, agree,  and the manner of extension and the fees
shall be determined separately.

      


      V.           
Service Fees and
Manner of Payment

      


      In order for Party B to provide the
services set forth herein, Party A shall pay to Party B advisory fees and other
related compensation in the amount and manner as follows:

      


      1.    Within the term of
service, Party A shall make monthly payments, one payment each month, of
RBM30,000 to Party B; and the payment of RMB30,000 as prior month’s advisory fee
shall be wired within the first 5 days of each month to the account designated
by Party B as the daily maintenance amount from Party A for Party B to fulfill
the advisory services as authorized by Party A set forth in Article III herein
..

      


      2.    Party A shall be
responsible for other expenses, including transportation and food and lodging
accommodation expenses  outside Beijing City area incurred by Party
B’s professionals involved in the project in connection with performing work to
Party A pursuant to this agreement.

      


      VI.           Party A’s
Right

      


      1.    Party A has the right
to receive all the services set forth in this agreement.

      


      2.    Party A has the
autonomous  right with regard to its operation and  has the
sole right to make final decision regarding  whether to adopt any
advisory opinions and recommendations.

      


      VII.         
Party A’s
Obligation

      


      1.    Party A must inform
Party B the true intention regarding the entrusted project  explicitly
and accurately, provide all necessary personnel assistance to Party B’s work,
provide all necessary documents and information to Party B in a timely manner,
and to ensure the truthfulness, accuracy and completeness of the documents and
information provided.

      


      2.    Party A shall pay
advisory fees according to the fee standard and in the manner stipulated by both
parties.

      


      VIII.        
Party B’s
Right

      


      1.           According
to the work requirement, Party B has the right to know, examine and request
documents or information necessary to the fulfillment of its obligations as a
financial advisor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.           Party
B shall have the right to charge advisor’s fees pursuant to the fee standard and
in the manner stipulated in the agreement by the two Parties.

      


      IX.           Party B’s
Obligations

      


      1.           Party
B shall carry out his obligations strictly in the area authorized by Party A and
shall not transgress beyond the area authorized by Party A and shall not conduct
any acts harmful to Party A’s interest.

      


      2.           Party
B must adhere to the professional ethics and maintain strictly confidentiality
regarding Party A’s documents, information or other commercial secrets to which
he has gained access in the course of providing fiscal advisory service and must
adopt  measures to ensure the secrecy and safekeeping of certain
documents.

      


      X.           
Party B’s
Disclaimer

      


      Party B shall bear no responsibility
with regard to any business decision adopted by Party A after considering Party
B’s advisory opinion and the risk arising out of such decision is solely Party
A’s.

      


      XI.          
Breach of
Agreement

      


      1.           Any
violation of the provisions herein by any party constitutes the breach of
agreement; and the party that breached the agreement shall pay a maximum of
RMB20,000 to the other party as breach penalty.

      


      2.           Neither
party shall engage in any acts that will damage the other party ’s interest such
as malicious collusion   with any other third party, fraud,
coercion or any other illegal acts.

      


      XII.         
Effectuation of This
Agreement

      


      This agreement becomes effective upon
execution in the form of signature and seal by the authorized representatives of
both Parties.

      


      XIII.       
Termination of This
Agreement

      


      1.           Within
the existing, effective period of this agreement, in the event of force majeur
or the occurrence of major changes in policies, economics, financing, law or of
major personnel changes on the part of either parties, that render the
continuation of fulfillment of this agreement meaningless to Party A or to Party
B or to both sides of Party A and Party B, the two parties may, through
consultation, terminate the fulfillment of this agreement and absolve the other
party from any responsibility for breach of agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.           Through
mutual consultation and consensus by both parties, this agreement may be
terminated in written form and Party B shall not refund any advisory fees that
have already been received before the date of termination of this
agreement.

      


      XIV.       
Resolution of
Conflicts

      


      Any conflicts arising from the
interpretation and fulfillment of this agreement and any conflicts regarding
this agreement must first be resolved through consultation and negotiation
between the two parties.  If consultation and negotiation fail, the
conflicts shall be submitted to China International Economics and Commerce
Arbitration Committee for arbitration in accordance to the Committer’s
arbitration rules and other relevant State regulations.  The judgment
by the Arbitration committee is final and binding to both parties.

      


      XV.         Other
Matters

      


      Other matters not covered by this
agreement shall be determined in negotiation between the two parties or be
provided by supplementary agreement.  Supplementary agreement shall
have the same effect as this agreement.

      


      XVI.       
Counterparts

       

      This agreement has two counterparts,
with one to each party of this agreement and both have the equal legal
effect.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (This
page is the execution page and has not other text)

      


      Party
A:                                China
Energy Corp. (OTCBB:CHGY)

      Authorized
Representative (Signature):

      


      


      December
14, 2009

      


      


      


      Party
B:                                Jessie
International Inc.

      Authorized
Representative (Signature):

      


      


      December
14, 2009