EXHIBIT 10.12

    


    English
Translation of Employment Agreement

    


    
      
        	
                Employer
      (Party A):

              	
                Winner
      Industries (Shenzhen) Co., Ltd.

              
	
                Address:

              	
                Winner
      Industrial Park, Bulong Road, Longhua, Shenzhen

              
	
                Legal
      Representative:

              	
                Jianquan
      Li

              
	
                Telephone:

              	
                0755-28138888

              
	 
      	 
      
	
                Employee
      (Party B):

              	
                Jianquan
      Li

              
	
                Gender:

              	
                Male

              


      

    

    


    In accordance with the Labor Law of
People's Republic of China (“PRC”) and relevant laws and regulations, both
Parties have reached the following agreement pursuant to the principles of
equality, free will and mutual negotiation:

    


    
      
        
          
            
              
                	
                        1.

                      	
                        Term

                      
	 
      	 
      
	
                        1.1

                      	
                        Term
      of Employment

                      
	
                        Both
      Parties agree that the term of the employment shall be from January 1st,
      2008 to January 1st, 2011.

                      
	 
	
                        1.2

                      	
                        Term
      of Probation

                      
	
                        There
      is no probation period.

                      
	 
	
                        2.

                      	
                        Work
      Position

                      
	 
      	 
      
	
                        2.1

                      	
                        The
      work position of Party B will be president of Party A.

                      
	 
      	 
      
	
                        2.2

                      	
                        The
      work duty of Party B is to be in charge of the projects management and
      construction of Party A.

                      
	 
      	 
      
	
                        2.3

                      	
                        This
      Agreement shall be amended in case that Party A intends to adjust the work
      position of Party B. Both Parties shall reach and sign the relevant
      written agreement or letter of notifications which shall be attached to
      this Agreement.

                      
	 
      	 
      
	
                        2.4

                      	
                        A
      supplementary agreement shall be signed in case that Party A intends to
      second Party B to work in other entities.

                      
	 
      	 
      
	
                        3.

                      	
                        Work
      Time

                      
	 
      	 
      
	
                        3.1

                      	
                        The
      work time shall be standard work time: 7.5 hours per day and 40 hours per
      week with at least one day break for each week;

                      
	 
      	 
      
	
                        3.2

                      	
                        For
      any overtime working for the purpose of production or operation of Party
      A, provisions of Article 41 of the Labor Law shall
  apply.

                      
	 
      	 
      
	
                        4.

                      	
                        Salary

                      
	 
      	 
      
	
                        4.1

                      	
                        The
      salary of Party B for his normal work time (no more than 20.92 days each
      month) shall be calculated in accordance with the relevant provisions of
      the Administrative Manual for Remunerations of Party A.

                      
	 
      	 
      
	
                        4.2

                      	
                        The
      pay day shall be the 15th day of each month. Party A shall pay the salary
      in cash at least once a month and shall not withhold and reduce Party B's
      salary without justifiable reasons.

                      
	 
      	 
      
	
                        4.3

                      	
                        The
      overtime work pay, holiday pay and salary under other special
      circumstances of Party B shall be carried out in accordance with the Rules
      on the Salary Payment for Employees in Shenzhen and other relevant PRC
      laws and regulations.

                      
	 
      	 
      
	
                        5.

                      	
                        Labor
      Protection and Labor Conditions

                      
	 
      	 
      
	
                        5.1

                      	
                        Party
      A shall provide Party B with safe and healthy labor conditions and
      necessary labor protection equipments as legally
  required;

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                5.2

              	
                Party
      A shall arrange free medical examination for Party B once a
      year;

              
	 
      	 
      
	
                5.3

              	
                Party
      B is entitled to refuse to obey Party A's orders which are in violation of
      relevant laws and may be hazardous to health and safety and is entitled to
      demand Party A to correct its action or report to competent
      authorities.

              
	 
      	 
      
	
                6.

              	
                Social
      Insurance and Welfare

              
	 
      	 
      
	
                6.1

              	
                Party
      A shall purchase social insurance for Party B in accordance with relevant
      laws. In case of breach of this obligation by Party A, Party B is entitled
      to report to social insurance administrative authority for proper
      treatment.

              
	 
      	 
      
	
                6.2

              	
                In
      case of illness or industrial injury of Party B, Party A shall grant Party
      B medical treatment break in accordance with PRC laws and shall pay salary
      for the period of medical treatment break in accordance with the Rules on
      the Salary Payment for Employees in Shenzhen. If Party A fails to purchase
      medical insurance for Party B, Party A shall pay for the medical treatment
      as required by the relevant medical insurance rules.

              
	 
      	 
      
	
                6.3

              	
                In
      case of occupational disease, industrial injury or decease caused by work
      of Party B, Party A shall carry out its obligations under the Law of
      Prevention and Treatment of Occupational Disease, Rules on Insurance for
      Industrial Injury and other relevant PRC laws and
    regulations.

              
	 
      	 
      
	
                6.4

              	
                Party
      A shall grant Party B national holiday, maternity leave, annual leave,
      family reunion leave, wedding leave and funeral leave etc and pay salary
      for such period in accordance with relevant PRC law.

              
	 
      	 
      
	
                7.

              	
                Work
      Discipline

              
	 
      	 
      
	
                7.1

              	
                Party
      A shall notify Party B with all the rules and regulations which are
      established by Party A through due procedures and in accordance with
      national and provincial laws and regulations. Party A is entitled to
      examine, assess the implementation of such rules and regulations by Party
      B and grant award or punishment accordingly.

              
	 
      	 
      
	
                7.2

              	
                Party
      B shall abide by the relevant national, provincial and municipal laws and
      regulations and the rules and regulations of Party A as mentioned in the
      above clause. Party B shall abide by the safety operation procedures and
      complete his work assignment on time.

              
	 
      	 
      
	
                7.3

              	
                Party
      B shall abide by the relevant national, provincial and municipal rules on
      family planning.

              
	 
      	 
      
	
                8.

              	
                Amendment

              
	 
      	 
      
	
                8.1

              	
                Any
      Party who intends to amend this Agreement shall notify the other Party in
      writing.

              
	 
      	 
      
	
                8.2

              	
                This
      Agreement may be amended by both Parties through due
      procedures.

              
	 
      	 
      
	
                9.

              	
                Termination
      before Expiry

              
	 
      	 
      
	
                9.1

              	
                The
      termination of this Agreement before expiry by both Parties shall be
      carried out in accordance with relevant laws and regulations and Party A
      shall pay the compensation to Party B if it is so required by
      laws.

              
	 
      	 
      
	
                9.2

              	
                Both
      Parties shall go through the relevant procedures within 3 days after the
      termination of this Agreement.

              
	 
      	 
      
	
                10.

              	
                Termination

              
	 
      	 
      
	
                10.1

              	
                This
      Agreement shall terminate upon expiry of its term or under other
      circumstances as agreed by both Parties.

              
	 
      	 
      
	
                10.2

              	
                Party
      A shall notify Party B in writing of its intention to renew or terminate
      this Agreement before the expiry of this Agreement. Both Parties shall
      complete the due procedures to renew this Agreement 30 days in advance
      before the expiry date or complete the due procedures to terminate this
      Agreement within 3 days after the expiry date of this
      Agreement.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                11.

              	
                Breach
      of Contract

              
	 
      	 
      
	
                11.1

              	
                In
      case that Party A fails to perform its obligations in accordance with the
      relevant laws, it shall be deemed as breach of contract by Party A. Party
      B is entitled to demand compensation in accordance with the Labor Law and
      terminate this Agreement;

              
	 
      	 
      
	
                11.2

              	
                Party
      B shall fully perform its duties, complete his work assignment and abide
      by this Agreement and work disciplines. In case of breach of the above
      obligations by Party B, Party B shall bear the liabilities accordingly and
      Party A is entitled to terminate this Agreement.

              
	 
      	 
      
	
                12.

              	
                Dispute
      Settlement

              
	 
      	 
      
	 
      	
                Any
      labor dispute between the Parties shall be settled first by friendly
      consultation, and then be submitted to the Labor Dispute Mediation
      Commission of Party A for mediation. In case that the dispute cannot be
      settled by mediation, such dispute shall be submitted to the local Labor
      Dispute Arbitration Commission for arbitration within 60 days after the
      occurrence of the dispute. Either party may also submit the dispute for
      arbitration directly. Any Party may submit the dispute to the People's
      Court within 15 days if it is not satisfied with the arbitration
      award.

              
	 
      	 
      
	
                13.

              	
                Other
      Issues

              
	 
      	 
      
	 
      	
                N/A

              
	 
      	 
      
	
                14.

              	
                For
      any unaddressed issues or any clause of this Agreement which is in
      conflict with current PRC laws and regulations, provisions of the current
      laws and regulations shall apply.

              
	 
      	 
      
	
                15.

              	
                This
      Agreement shall come into effect once it is signed or stamped by both
      Parties.

              
	 
      	 
      
	
                16.

              	
                This
      Agreement has two originals and each Party shall hold one
      original.

              


      

    

    


    
      
        	
                Party
      A:

              	
                Winner
      Industries (Shenzhen) Co., Ltd.

              
	
                Legal
      Representative:

              	
                Jianquan
      Li

              
	 
      	 
      
	
                Party
      B:

              	
                Jianquan
      Li

              
	 
      	 
      
	
                Date:

              	
                January
      1st, 2008