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Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated this
22nd day of October 2010 and shall become effective on November 22,
2010 (the "Effective Date"), between American Lorain Corporation, a Delaware
corporation with its principal place of business located at Beihuan Zhong Road,
Junan County, Shandong, China 276600 (the "Company"), and David She, residing in
Xian, Shaanxi Province, PRC (the "Executive").

WHEREAS, the Company desires to employ the Executive as its
Chief Financial Officer, and Executive desires to accept such employment on
terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and the Executive agree as
follows:

|1. | TERM. The Company offers to employ the Executive, and the
      Executive agrees to be employed by the Company, in accordance with the
      terms and subject to the conditions of this Agreement commencing on the
      Effective Date and terminating on the second anniversary of the Effective
      Date (the "Term"), unless terminated prior thereto in accordance with the
      provisions of Section 10 herein. The Term shall be automatically renewed
      for successive one (1) year terms, unless either party gives the other
      party written notice of its intention not to renew the Agreement no later
      than 90 days prior to the expiration of the then current term. A
      determination by the Company not to renew this Agreement without "Cause"
      shall be deemed a termination of employment for purposes of Section 10(d)
      herein and the terms thereof shall apply.
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|2. | POSITION AND DUTIES. Executive agrees to be employed by
      the Company during the Term upon the terms and subject to the conditions
      set forth in this Agreement. Executive shall serve as the Chief Financial
      Officer of the Company and shall report to the Board of Directors of the
      Company (the "Board of Directors"). Throughout the Term, Executive shall
      faithfully and diligently perform Executives duties in conformity with
      the directions of the Company and serve the Company to the best of
      Executives ability. Executive shall devote his full business time and
      best efforts to the business and affairs of the Company. In his capacity
      as the Chief Financial Officer of the Company, Executive shall have such
      duties and responsibilities as may be prescribed by the Board of
      Directors.                                        
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|3. | BUSINESS OPPORTUNITIES. The Executive covenants and
      agrees that for so long as he is employed by the Company, the Executive
      shall inform the Company of each and every business opportunity related to
      the business of the Company of which the Executive becomes aware, and that
      the Executive will not, directly or indirectly, exploit any such
      opportunity for the Executives own account, nor will the Executive render
      any services to any other person or business, acquire any interest of any
      type in any other business or engage in any activities that conflict with
      the Companys best interests or which is in competition with the Company.
      The                                                                                                                                                                                                 
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|   | Executive affirms that no obligation exists between the
      Executive and any other entity which would prevent or impede the
      Executives immediate and full performance of every obligation of this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|4. | HOURS OF WORK. The Executives normal days and hours of
      work shall coincide with the Companys regular business hours. The nature
      of the Executives employment with the Company requires flexibility in the
      days and hours that the Executive must work, and may necessitate that the
      Executive work on other or additional days and hours. The Company reserves
      the right to require the Executive, and the Executive agrees, to work
      during other or further days or hours than the Companys normal business
      hours.                                                                                                                                                                                                                                                                                                                                                     
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|5. | LOCATION. The location of the Executives employment with
      Company shall primarily be the CompanysBeijing office. The Company may, in its sole discretion,
      require the Executive to travel to and reside in, on atemporary, indefinite or permanent basis, in any other location throughout the world in which the Company or any of its affiliates has, or may have, offices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|6. | BASE SALARY; BONUS.                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|7. | COMMON STOCK. During the Executive’s continued full and satisfactory performance of his duties and responsibilities hereunder, and subject to the provisions in Section 10 herein, the Company shall award the Executive on each
anniversary following the Effective Date, 5,000 shares of common stock of the Company                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | ("Common Stock"). The Executive’s right to receive any such grant of Common Stock is subject to, and conditioned upon, his status as a full-time employee of the Company at the time of such grant, and the Executive shall not
be entitled to receive any portion of any annual grant of Common Stock that has not been awarded to the Executive on or prior to the last date of the Employee’s full-time employment with the Company.
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|8. | REIMBURSEMENT OF EXPENSES; VACTION; INSURANCE.                                                                                                                                                                                                                                                                                                                                                                                         
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|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Company shall provide insurance covering accidental death or injury to the Executive while performing services for the Company pursuant to this Agreement, payable to the Executive or his designated beneficiaries, in an amount
of US $1,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | During his employment pursuant to this Agreement, the Executive shall be entitled to participate in all employee benefit plans and programs to the same extent generally available to similarly situated employees of the Company, in
accordance with the terms of such plans and programs, including but not limited to, pension, unemployment and health benefits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.  | NO OTHER COMPENSATION OR BENEFITS; PAYMENT. The compensation and benefits specified in Sections 6, 7 and 8 herein shall be in lieu of any and all other compensation and benefits. Payment of all compensation and benefits to
Executive specified in Sections 6 and 8 herein (i) shall be made in accordance with the relevant Company policies in effect from time to time to the extent the same are consistently applied, including normal payroll practices, and (ii) shall be
subject to all legally required and customary withholdings.
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|10. | TERMINATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | DEATH OR RESIGNATION. If the Executive dies or resigns during the Term, this Agreement shall automatically terminate on the date of the Executive’s death or resignation and, following the date of the Executive’s death
or resignation, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits specified in Sections 6, 7 and 8 herein thereafter, except for the
obligation to pay the Executive (i) any earned but unpaid base salary through the Executive’s date of death or resignation, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to Section 8 herein, for any unreimbursed
business expenses incurred by the Executive prior to his death or resignation. The Company shall deduct, from all payments made hereunder, all applicable taxes and other appropriate deductions.                                                                                                                                                                                                                                                                                                                                   
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|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | DISABILITY. At any time during the Term, the Company may terminate this Agreement and the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Executive’s employment with the Company because of the Executive’s "Disability," by written notice to the Executive. For purposes of this Agreement, "Disability" shall mean, if at the end of any calendar month during
the Term, the Executive, as a result of mental or physical illness or injury, is or has been unable to perform his duties under this Agreement, with or without reasonable accommodation, for a period of 90 consecutive days. If this Agreement is
terminated because of the Executive’s "Disability," the Company shall have no further obligations or liability to the Executive or his heirs, administrators or Executors with respect to compensation and benefits specified in Sections 6, 7 and
8 herein thereafter, except for the obligation to pay the Executive (i) any earned but unpaid base salary through the date of termination for "Disability," at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii)
subject to Section 8 herein, for any unreimbursed business expenses incurred by the Executive prior to his last date of employment with the Company. The Company shall deduct, from all payments made hereunder, all applicable taxes and other
appropriate deductions.

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|    | c.                       | TERMINATION FOR "CAUSE." At any time during the Term, the Company may terminate thisAgreement and the Executive’s employment with the Company, at any time, for "Cause." For purposes of this Agreement, "Cause" shall mean any of the following: (i) the neglect or failure or refusal of Executive to perform
Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), as determined by the Board of Directors or the Compensation Committee in their solediscretion; (ii) the engaging by Executive in gross negligence or misconduct which is injurious to the Company or any of its affiliates, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or
affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Company or
any of its affiliates or Executive’s reputation or business relationships; (v) Executive’s material failure to comply with, and/or a material violation byExecutive of, the internal policies of the Company or any of its affiliates and/or procedures or any laws or regulations applicable to Executive’s conduct as an employee of the Company; (vi) Executive’s conviction(including conviction on a nolo contendere plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; (vii) the breach of a covenant set forth in Sections 11, 12 or 13 herein; or (viii) any other material
breach by Executive of this Agreement; provided, however, that, if susceptible of cure, a termination by the Company under Sections 10(c)(i), 10(c)(v) or 10(c)(viii) herein shall be effective only if, within 14 days following delivery of a written
notice by the Company to Executive that the Company is terminating his employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. If this Agreement and the Executive’s employment is terminated for "Cause,"
following the Executive’s last date of employment with the Company, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or Executors with respect to compensation and benefits thereafter,
except for the obligation to pay the Executive (i) any earned but unpaid base salary through the Executive’s last date of employment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to
Section 8 herein, for any unreimbursed business expenses incurred by the Executive prior to the last date of employment with the Company. The Company shall deduct, from all payments made hereunder, all applicable taxes and other appropriate
deductions.
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|    | d.                       | TERMINATION WITHOUT CAUSE. The Company may terminate Executive’s employment hereunder at any time for any reason or no reason by giving Executive thirty (30) days prior written notice of the termination, provided that in the
event that the Company terminates Executive’s employment without "Cause," the Executive shall not be subject to the covenants listed in Section 13 herein. Following any such notice, the Company may reduce or remove any and all of
Executive’s duties, positions and titles with the Company. If this Agreement and the Executive’s employment with the Company is terminated without "Cause," following the Executive’s last date of employment with the Company, the
Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive (i) any earned but unpaid base
salary through the Executive’s last date of employment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to Section 8 herein, for any unreimbursed business expenses incurred by the Executive
prior to his last date of employment with the Company. The Company shall deduct, from all payments made hereunder, all applicable taxes and other appropriate deductions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | PROPRIETARY INFORMATION.
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| | a. | Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive
covenants that he shall not during the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose, any proprietary information to any
individual or entity, unless such disclosure has been authorized in writing by the Company or is otherwise required by law. Executive acknowledges and understands that the term "proprietary information" includes, but is not limited to: (a) the
software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information
concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its
affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure,
operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its
affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to
customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any Inventions (as defined in Section 12 herein) covered by this Agreement;
and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term "proprietary
information" shall not include information generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the
directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).
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|    | b.                                      | Executive shall not during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except as required by law, directly or indirectly publish, make
known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any individual or entity other than in the course of such individual’s or entity’s employment or retention by
the Company. Upon termination of employment for any reason or upon request by the Company, Executive shall deliver promptly to the Company all property and records of the Company or any of its affiliates, including, without limitation, all
confidential records. For purposes hereof, "confidential records" means all correspondence, reports, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any
kind which may be in Executive’s possession or under his control or accessible to him which contain any proprietary information. All property and records of the Company and any of its affiliates (including, without limitation, all confidential
records) shall be and remain the sole property of the Company or such affiliate during the Term and thereafter.                                                                                                                                                                                                                                                                                                                                            
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|    | c.                                      | The Executive affirms that he did not and does not possess, and has not relied and will not rely upon the protected trade secrets or confidential or proprietary information of the Executive’s prior employer(s) in providing
services to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12. | OWNERSHIP AND ASSIGNMENT OF INVENTIONS.
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|    | a.                                      | The Executive acknowledges that, in connection with his duties and responsibilities relating to his employment with the Company, the Executive and/or other employees of the Company working with the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|    |                                         | Executive, without the Executive or under the Executive’s supervision, may have created, conceived of, made, prepared, worked on or contributed to, and/or may create, conceive of, make, prepare, work on or contribute to, the
creation of, or may have been or may be asked by the Company and/or its affiliates or customers to create, conceive of, make, prepare, work on or contribute to the creation of, without limitation, lists, business diaries, business address books,
documentation, ideas, concepts, inventions, designs, works of authorship, computer programs, audio/visual works, developments, proposals, works for hire or othermaterials ("Inventions"). To the extent that any such Inventions related or relate to any actual or reasonably anticipated business of the Company or any of its affiliates or customers, or falls within, is suggested by or results
from any tasks assigned to the Executive for or on behalf of the Company or any of its affiliates or customers, the Executive expressly acknowledges that all of his activities and efforts relating to anyInventions, whether or not performed during the Executive’s or the Company’s regular business hours, are within the scope of the Executive’s employment with the Company and that the Company owns all right, title
and interest in and to all Inventions, including, to the extent that they exist, all intellectual property rights thereto, including, without limitation, copyrights, patents and trademarks in and to all Inventions. The Executive also acknowledges
and agrees that the Company owns and is entitled to sole ownership of all rights and proceeds to all Inventions.

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|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Executive expressly acknowledges and agrees to assign to the Company, and hereby assigns to theCompany, all of the Executive’s right, title and interest in and to all Inventions, including, to the extent they exist, all intellectual property rights thereto, including, without limitation, copyrights, patents and
trademarks in and to all Inventions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | In connection with all Inventions, the Executive agrees to disclose any Invention promptly to the Company and to no other person or entity. The Executive further agrees to execute promptly, at the Company’s request, specific
written assignments of the Executive’s right, title and interest in any Inventions, and do anything else reasonably necessary to enable the Company to secure or obtain a copyright, patent, trademark or other form of protection in or for any
Invention in the United States or other countries. The Executive further agrees that the Company is not required to designate the Executive as an author of or contributor to any Invention or to secure the Executive’s permission to change or
otherwise alter any Invention.                                                                                                                                                                                                                                        
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|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Executive acknowledges that all rights, waivers, releases and/or assignments granted herein and made by the Executive are freely assignable by the Company and are made for the benefit of the Company and its affiliates,
subsidiaries, licensees, successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Executive agrees to waive, and hereby does waive, for the benefit of all persons, any and all right, title and interest in the nature of "moral rights" or "droit moral" granted to the Executive in any country in the world.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|13. | NON-COMPETITION AND NON-SOLICITATION. Because of the nature of the Company’s business, and because, as a result of his employment with the Company, the Executive has been and will continue to be exposed to proprietary
information, the Executive acknowledges that the Company would sustain grievous harm in the event that he were to disclose proprietary information, engage in business activities that compete with the Business, appropriate or divert business or
customers of the Company or its affiliates and/or induce employees or consultants of the Company or its affiliates to leave the employment of the Company or its affiliates. The Executive acknowledges that the Company has a legitimate business
interest in protecting itself from the aforementioned harm and in the protection and maintenance of the proprietary information and of the good will and customer relationships of the Company and its affiliates. Therefore, the Executive hereby agrees
and covenants to be bound by the non-competition and non-solicitation restrictions set forth herein below, which restrictions the Executive agrees and acknowledges are reasonable and necessary and do not impose undue hardship or burdens on the
Executive.
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|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Executive agrees that, during his employment with the Company and for a period of one (1) year following the termination of his employment with the Company, he and his affiliates shall not directly or indirectly own, manage,
operate, control, be employed by, consult for, be a shareholder of, be an officer of, participate in, contract with or be connected in any
      capacity or any manner with any person or entity whose business activities
      directly or indirectly (whether through related persons, entities or
      otherwise) compete with the Company anywhere, including but not limited
      to, the Peoples Republic of China and the United States, in which the
      Company or its affiliates conducts its business; provided, however, that
      the Executive shall not be prevented from owning an interest in a publicly
      traded company so long as the fair market value of such interest at the
      date of acquisition is less than US$1,000,000.

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| | b. | The Executive agrees that during the period of his
      employment with the Company and for a period of one(1) year following the
      termination of his employment with the Company, for any reason, he will
      not, anywhere, including but not limited to, the Peoples Republic of
      China and the United States, in which theCompany or its affiliates
      conducts its business, directly or indirectly recruit, induce, divert,
      supervise, employ, manage, hire or entice, or cause to be recruited,
      induced, diverted, supervised, employed, managed, hired or enticed, any
      employee, consultant or independent contractor of the Company or its
      affiliates to leave or terminate the employment or other relationship
      thereof, for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | c. | The Executive agrees that during the period of his
      employment with the Company and for a period of one(1) year following the
      termination of his employment with the Company, he will not, anywhere,
      including but not limited to, the Peoples Republic of China and the
      United States, in which the Company or its affiliates conducts its
      business, directly or indirectly appropriate, call on, induce, divert or
      solicit, or assist another to appropriate, call on, induce, divert or
      solicit any actual or potential business or customer away from the Company
      or its affiliates, or attempt to do any of the foregoing, or otherwise
      induce or attempt to induce any actual or potential business or customer
      of the Company or its affiliates, to terminate or adversely modify its
      relationship with the Company or its affiliates, or to enter into a
      relationship with or conduct business with the Company or its affiliates,
      which actual or potential business or customer the Executive was involved
      with or had a relationship with or whose identity became known to the
      Executive in connection with the Executives employment with the
      Company.
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| | d. | If any of the restrictive covenants set forth in Sections
      13(a), (b) and (c) herein is held to be invalid, illegal or unenforceable
      (in whole or in part), such restrictive covenant shall be deemed modified
      to the extent, but only to the extent, of such invalidity, illegality or
      unenforceability, and a court of competent jurisdiction shall have the
      power to modify, any such restrictive covenant to the extent necessary to
      render such provision enforceable, and the remaining restrictive covenant
      shall not be affected thereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | e. | In the event of a violation of any of the restrictive
      covenants set forth in Sections 13(a), (b) and (c) herein, if the
      Executive is prevented by a court, arbitrator or other judicial body from
      committing any further violation, whether by a temporary restraining
      order, injunction or otherwise, the time periods set forth in Sections
      13(a), (b) and (c) herein shall be computed by commencing the periods on
      the date of the order of such court, arbitrator or other judicial body and
      continuing from that date for the full period provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| | f. | The Executive shall have the right to request a waiver of
      all or part of the restrictive covenants contained in Sections 13(a), (b)
      and (c) herein by providing the Board of Directors or the Compensation
      Committee with a written request for such waiver that contains all
      relevant details. The Board of Directors or the Compensation Committee
      may, in its sole discretion, waive all or part of the restrictive
      covenants contained in Sections 13(a), (b) and (c) herein on such terms
      and conditions, and to such extent, as it, in its sole discretion, deems
      appropriate. Such waiver must be in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | g. | The parties acknowledge that this Agreement would not
      have been entered into, that the benefits described in Sections 6, 7 and 8
      herein would not have been promised to the Executive by the Company, in
      the absence of the Executives covenants and promises set forth in
      Sections 13(a), (b) and (c) herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|14. | DISPUTE RESOLUTION. The Executive and the Company agree that any dispute or claim, whether based on contract, tort, discrimination, retaliation, or otherwise, relating to, arising from, or connected in any manner with this
Agreement or with the Executive’s employment with Company shall be resolved exclusively through final and binding arbitration under the auspices of the Hong Kong Chamber of Commerce ("HKCC") in accordance with the commercial arbitration rules
and supplementary procedures for international commercial arbitration of the HKCC. The arbitration shall be held in Hong Kong. There shall be three arbitrators: one arbitrator shall be chosen by each party to the dispute and those two arbitrators
shall choose the third arbitrator. Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other party in connection with the arbitration proceedings.
Arbitration shall be the sole, binding, exclusive and final remedy for resolving any dispute between the parties. The arbitrators shall have jurisdiction to determine any claim, including the arbitrability of any claim, submitted to them. The
arbitrators may grant any relief authorized by law for any properly established claim. The interpretation and enforceability of this Section 14 shall be governed and construed in accordance with the United States Federal Arbitration Act, 9 U.S.C.
§§1, et seq. More specifically, the parties agree to submit to binding arbitration any claims for unpaid wages or benefits, or for alleged discrimination, harassment, or retaliation, arising under Title VII of the Civil Rights Act of 1964,
the Equal Pay Act, the National Labor Relations Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Executive Retirement Income Security Act, the Civil Rights of 1991, the Family and Medical Leave Act, the Fair
Labor Standards Act, Sections 1981 through 1988 of Title 42 of the United States Code, COBRA, and any other federal, state, or local law, regulation, or ordinance, and any common law claims, claims for breach of contract, or claims for declaratory
relief. The Executive acknowledges that the purpose and effect of this Section 14 is solely to elect private arbitration in lieu of any judicial proceeding he might otherwise have available to his in the event of an employment-related dispute
between his and the Company. Therefore, the Executive hereby waives his right to have any such employment-related dispute heard by a court or jury, as the case may be, and agrees that his exclusive procedure to redress any employment-related claims
will be arbitration.
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|15. | MISCELLANEOUS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| | e. | Any waiver or inaction by the Company for any breach of
      this Agreement shall not be deemed a waiver of any subsequent breach of
      this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                               
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| | f. | The Executive and the Company independently have made all
      inquiries regarding the qualifications and business affairs of the other
      which either party deems necessary. The Executive affirms that he fully
      understands this Agreements meaning and legally binding effect. Each
      party has participated fully and equally in the negotiation and drafting
      of this Agreement. Each party assumes the risk of any misrepresentation or
      mistaken understanding or belief relied upon by his or it in entering into
      this Agreement. 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | g. | The Company and the Executive agree that the Executives
      obligations to the Company during the Executives employment with the
      Company, as well as any other obligation of the Executive under
  this                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Agreement, may be assigned to any successor in interest
      to the Company or any division or affiliate of the Company in its sole
      discretion and without additional consideration or prior notice to the
      Executive, but that nothing requires the Company to do so. The Executives
      obligations under this Agreement are personal in nature and may not be
      assigned by the Executive to any other person or entity.                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | h. | The Company and the Executive acknowledge and agree that
      future alterations to the Executives work hours, working title,
      management or supervisory responsibilities, number of subordinate
      employees, sales or promotional budgets, reporting relationships within
      the Company or with businesses affiliated with the Company, management
      responsibilities or duties, or similar changes or alterations may occur
      periodically during the Executives employment with the Company. The
      Company and the Executive agree that the
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Company, in its sole discretion, may implement such
      alterations or adjustments for any or no reason and that any such action
      shall not constitute a breach of this Agreement so long as the Company
      continues to perform its remaining obligations as provided by this
      Agreement.                                                                                                                                                                                                                                                                 
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| | i. | This instrument constitutes the entire Agreement between
      the parties regarding its subject matter. When signed by all parties, this
      Agreement supersedes and nullifies all prior or contemporaneous
      conversations, negotiations, or agreements, oral and written, regarding
      the subject matter of this Agreement. In any future construction of this
      Agreement, this Agreement should be given its plain meaning. This
      Agreement may be amended only by a writing signed by the Company and the
      Executive.                      
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| | j. | Notwithstanding the termination of this Agreement and of
      the Executives employment with the Company for any reason, Sections 11,
      12 or 13 herein shall continue in full force and effect in accordance with
      their terms following such termination.                                                                                                                                                                                                                                                                                                    
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| | k. | This Agreement may be executed in counterparts, a
      counterpart transmitted via facsimile, and all executed counterparts, when
      taken together, shall constitute sufficient proof of the parties entry
      into this Agreement. The parties agree to execute any further or future
      documents which may be necessary to allow the full performance of this
      Agreement. This Agreement contains headings for ease of reference. The
      headings have no independent meaning.                                                                      

THE EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED
INTO THIS AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION
THEREOF. THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY
BOTH PARTIES.

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IN WITNESS WEREOF, the Company has caused this Agreement to be
duly executed on its behalf by an individual thereunto duly authorized and
Executive has duly executed this Agreement, each as of the date and year first
written above.

AMERICAN LORAIN CORPORATION

/s/ Si Chen Name: Si Chen

Title: Chief Executive Officer

/s/ David She Name: David She

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