DATED:  January
4, 2010

     

    
      ChinaCast
Technology (BVI) Limited

    

     

    and

     

    Michael
Santos 

     

    
      
        

      

    

     

    SERVICE
AGREEMENT

     

    
      

    

      

    THIS AGREEMENT is dated the
4th day of January 2010.

     

    BETWEEN:

     

    
      
        	
                (1)

              	
                

                  ChinaCast Technology (BVI)
      Limited., a company incorporated in the British Virgin Islands
      whose principal business office is situated at Suite 8, 20/F, One
      IFC             
      1 Harbour View Street, Central, Hong Kong (the “Company”);
      and

                

              


      

       

      
        	
                (2)

              	
                Michael
      Santos (the
      “Executive”).

              


      

    

     

    RECITAL:

     

    The
Company has agreed to employ the Executive and the Executive has agreed to serve
the Company as an employee of the Company on the terms and conditions set out
below.

     

    NOW
IT IS AGREED as follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              In this Agreement, unless the
      context otherwise requires, the following expressions shall bear the
      following meanings:

            


    

     

    
      	
               
      

            	
              “this
      Agreement”

            	
              this Agreement as may from time
      to time be amended, modified or supplemented pursuant to Clause
      16;

            


    

     

    
      	
               
      

            	
              “Appointment”

            	
              the employment of the Executive
      pursuant to this Agreement;

            


    

     

    
      	
               
      

            	
              “Board”

            	
              the Board of Directors of the
      Company from time to time;

            


    

     

    
      	
               
      

            	
              “Business”

            	
              the business presently carried on
      by the Company, including but not limited to providing e-learning and
      training services in the Peoples Republic of China
      (“PRC”);

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              “Change of
      Control”

            	
              A
      “Change of Control” shall be deemed to have taken place
  if.

            


    

     

    (i)           any
person or entity, including a “group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, other than the Company, or a wholly-owned
subsidiary thereof, becomes the beneficial owner of Company securities having
50% or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company (other
than as a result of the issuance of securities initiated by the Company in the
ordinary course of business);

     

    (ii)           as
the result of, or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested election, or any
combination of the foregoing transactions, less than a majority of the combined
voting power of the then-outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transactions, is held in the aggregate by the holders of the Company's
securities entitled to vote generally in the election of directors of the
Company immediately prior to such transaction;

     

    (iii)           the
Company sells all or substantially all of its assets;

     

    (iv)           shareholders
approve a complete liquidation or dissolution of the Company; or

     

    (v)           during
any period of two consecutive years, individuals who at the beginning of such
period were members of the Company's Board of Directors cease for any reason to
constitute at least a majority thereof (unless the election, or the nomination
for election by the Company's shareholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period).

     

    
      
        	
                 
      

              	
                “Commencement
      Date”

              	
                on or before January 1,
      2010;

              
	 	 	 


      

    

    
      	
               
      

            	
              “Confidential
      Information”

            	
              any information of, developed,
      used or applied or which may be developed, used or applied by the Company
      or any Group Company in relation to the Business, or which the Company or
      any Group Company has obtained from any third party on terms that restrict
      its disclosure or use, other confidential technical information, any of
      the trade secrets, clients’ lists, accounts, financial or trading
      information or other confidential or personal information which the
      Executive may receive or obtain in relation to the business, finances,
      dealings or affairs of the Company or any Group Company, including any
      information regarding the products, services, research programme, projects
      or other technical data, know-how or specifications, whether in human or
      machine readable form, and whether stored electronically or otherwise, or
      the finances, proposals, contractual arrangements, principals, joint
      venture partners, contracting parties, employees or agents of the Company
      or any Group Company;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              “Documents”

            	
              documents, disks, memory,
      notebooks, tapes or any other medium on which information (whether
      confidential or otherwise) may from time to time be referred to, written
      or recorded;

            


    

     

    
      	
               
      

            	
              “Group”

            	
              the Company and any company which
      is for the time being a subsidiary or holding company of the Company and
      the terms ‘subsidiary” and “holding company’ shall have the meanings
      ascribed thereto by section 2 of the Companies
      Ordinance;

            


    

     

    
      	
               
      

            	
              “Group
      Company”

            	
              any company within the
      Group;

            


    

     

    
      	
               
      

            	
              “HK$”

            	
              Hong Kong dollars, the lawful
      currency of Hong Kong;

            


    

     

    
      	
               
      

            	
              “Hong
      Kong”

            	
              the Hong Kong Special
      Administrative Region of the
PRC;

            


    

     

    
      	
               
      

            	
              “month”

            	
              calendar
      month;

            


    

     

    
      	
               
      

            	
              “Performance
      Bonus”

            	
              the annual performance based
      bonus to which the Executive may be entitled pursuant to Clause
      5.1.2;

            


    

     

    
      	
               
      

            	
              “Prohibited
      Area”

            	
              Shall
      mean the PRC

            


    

     

    
      	
               
      

            	
              “PRC”

            	
              the People’s Republic of China
      and for the purpose of this Agreement, excluding Hong Kong, Macau Special
      Administrative Region and
Taiwan;

            


    

     

    
      	
               
      

            	
              “Restricted
      Period”

            	
              the period of 6 months from the
      Termination Date;

            


    

     

    
      	
               
      

            	
              “Salary”

            	
              the salary payable to the
      Executive pursuant to Clause
4.1;

            


    

     

    
      	
               
      

            	
              “Term”

            	
              the period from the Commencement
      Date until the Termination
Date;

            


    

     

    
      	
               
      

            	
              “Termination
      Date”

            	
              the date of termination of the
      Executive's employment pursuant to Clause
  11;

            


    

     

    
      	
               
      

            	
              “U.S.”

            	
              United States of America;
      and

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              “Working
      Days”

            	
              Monday to Friday except where
      such day falls on a statutory
holiday.

            


    

    
      	
               
      

            	
               

            


    

    
      	
              1.2

            	
              In this
      Agreement:

            


    

     

    
      	
            	
              1.2.1

            	
              References to Clauses and
      Sub-Clauses are respectively to clauses and sub-clauses in this
      Agreement;

            


    

     

    
      	
            	
              1.2.2

            	
              reference to any Ordinance,
      regulation or other statutory provision include reference to such
      Ordinance, regulation or provision as may be modified, consolidated or
      re-enacted from time to
time;

            


    

     

    
      	
            	
              1.2.3

            	
              unless the context otherwise
      requires, words denoting the singular include the plural and vice versa,
      words denoting gender include both genders and the neuter and words
      denoting a person include a corporation, sole proprietorship, firm, joint
      venture or syndicate and, in each case, vice versa;
    and

            


    

     

    
      	
            	
              1.2.4

            	
              the rule known as ejusdem generis
      shall not apply, so that words and phrases in general terms following or
      followed by specific examples shall be construed in the widest possible
      sense and shall not be construed as limited or related to the examples
      given.

            


    

     

    
      	
              1.3

            	
              The headings in this Agreement
      are for ease of reference only and do not form part of the
      Agreement.

            


    

     

    
      	
              2.

            	
              APPOINTMENT

            


    

     

    
      	
              2.1

            	
              Subject to the terms set out in
      this Agreement, the Company appoints the Executive and the Executive
      accepts his employment as an employee of the Company with the duties
      described in Clause 3.

            


    

     

    
      	
              2.2

            	
              The Executive's employment shall
      commence on the Commencement Date and shall continue unless terminated by
      the Company pursuant to Clause 11.2 or terminated by the parties hereto
      pursuant to Clause 11.1.

            


    

     

    
      	
              3.

            	
              DUTIES

            


    

     

    
      	
              3.1

            	
              The Executive shall during the
      Term:

            


    

     

    
      	
            	
              3.1.1

            	
              serve the Company in his capacity
      as President International & Executive Director with such executive
      and management responsibilities and duties (consistent with the
      Executive’s position as President International & Executive Director
      of the Company) as may from time to time reasonably be assigned to the
      Executive by the Chief Executive Officer of the Company (“CEO”) and/or the
      board of directors of the Company (the “Board”), including all of the
      powers and duties usually incident to such position for a U.S. listed
      public company.

            


    

     

    
      	
            	
              3.1.2

            	
              devote the whole of his working
      time, attention and abilities during normal business hours and such
      additional hours as may reasonably be required to administer the duties
      associated with his position;
and

            


    

     

    
      	
            	
              3.1.3

            	
              use his best endeavors to promote
      and protect the interests of the Company and shall at all times keep the
      Board promptly and fully informed of all matters relating to or in
      connection with the performance and exercise of his duties under the
      Agreement.

            


    

     

    
      	
              3.2

            	
              The Executive shall work in Hong
      Kong or the PRC which the Board may require for the proper performance and
      exercise of his duties under this
  Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.3

            	
              The Executive shall be required
      to work such hours as are reasonably necessary to fulfill his duties under
      this Agreement.

            


    

     

    
      	
              4.

            	
              REMUNERATION AND EXPENSES

            


    

     

    
      	
              4.1

            	
              As remuneration for his services,
      the Executive shall be entitled to a salary at the rate of US$185,000.00
      per calendar year or US$15,416.67 per calendar month (or such other rate
      as may from time to time be agreed in writing). The Salary shall accrue
      from day to day and be payable by equal monthly installments in arrears on
      or before the last day of each month, provided that if the employment
      terminates on a date before the end of a month, the Salary for that month
      shall be in proportion to the number of days for which the Executive was
      employed that month.

            


    

     

    
      	
              4.2

            	
              If applicable at any time and
      notwithstanding anything to the contrary contained in the constitutional
      documents of the Company or of any other Group Company, the Salary shall
      be inclusive of any other fees or remuneration of any description which
      the Executive might be entitled to receive from the Company or any Group
      Company or any other company or association in which he holds office as a
      nominee or representative of the Company or any Group Company (and the
      Executive shall, at the discretion of the Board, either waive his right to
      any such remuneration or account to the Company for the same forthwith
      upon receipt).

            


    

     

    
      	
              4.3

            	
              The Salary shall be reviewed by
      the Board not less than annually, the first review being in
      December  2010.

            


    

     

    
      	
              4.4

            	
              The Executive hereby authorises
      the Company to deduct from any remuneration accrued and due to him under
      the terms of this Agreement (whether or not actually paid during the
      Appointment) or from any pay in lieu of
  notice:

            


    

     

    
      	
            	
              4.4.1

            	
              any overpayment of salary or
      expenses or payment made to the Executive by mistake or through any
      misrepresentation;

            


    

     

    
      	
            	
              4.4.2

            	
              any undisputed debt presently
      payable by the Executive to the Company or any Group Company;
      and

            


    

     

    
      	
            	
              4.4.3

            	
              any employee’s contribution to
      pension fund or provident fund as adopted by the Company from time to
      time.

            


    

     

    
      	
              4.5

            	
              The Company shall repay to the
      Executive all reasonable travelling, hotel and other expenses properly
      incurred by the Executive in connection with the performance of the duties
      of the Executive under this Agreement, subject to the Executive having
      delivered to the Company vouchers or evidence of payment of such expenses
      as the Board may from time to time
  require.

            


    

     

    
      	
              5.

            	
              OTHER
    BENEFITS

            


    

     

    
      	
              5.1

            	
              In addition to the Salary, the
      Executive shall be entitled
to:-

            


    

     

    
      	
            	
              5.1.1

            	
              An annual Performance Bonus that
      is based on the Executive’s performance as described below. The
      calculation of the Performance Bonus for the year will be determined by
      the Chief Executive Officer in accordance with the following
      criteria.

            


    

     

    The
Performance Bonus will be paid less statutory deductions, if any, within 90 days
after the year end. If the Executive's employment is terminated by the Company
pursuant to Clause 11.1, the Executive shall be entitled to a pro-rata amount of
the Performance Bonus for the calendar year.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              5.2

            	
              The
      Compensation Committee will allocate the Executive restricted shares each
      year to be awarded for meeting the management targets set for the year and
      these shares will be subject to the restrictions and forfeiture provisions
      as reflected in the Performance Based Restricted Stock Award Agreement
      attached hereto. For 2009, the allocation was 60,000 restricted
      shares.

            


    

     

    
      	
              6.

            	
              SICK LEAVE ENTITLEMENT AND OTHER
      BENEFITS

            


    

     

    
      	
              6.1

            	
              The Executive shall be entitled
      to his full Salary during periods of absence due to ill-health or sickness
      properly vouched for in accordance with the requirements of the Board,
      provided that the aggregate period of absence of in any 12 month period
      shall not exceed 30 days.

            


    

     

    
      	
              6.2

            	
              During
      the Term, the Executive shall be entitled to participate in all employee
      pension and welfare benefit plans and programs made available to the
      Company’s senior level executives or to its employees generally, as such
      plans or programs may be in effect from time to time, including, without
      limitation, pension, profit sharing, savings and other retirement plans or
      programs,  medical, dental, hospitalization, short-term and
      long-term disability and life insurance plans, accidental death and
      dismemberment protection, travel accident insurance, and any other pension
      or retirement plans or programs and any other employee welfare benefit
      plans or programs that may be sponsored by the Company from time to time,
      including any plans that supplement the above-listed types of plans or
      programs, whether funded or unfunded.  The Executive’s
      participation shall be based on, and the calculation of all benefits shall
      be based on, the assumptions that the Executive has met all service-period
      or other requirements for such participation provided that no such
      assumptions shall be made as to a tax-qualified plan if such assumption
      would jeopardize the tax-qualified status of such
  plan..

            


    

     

    
      	
              7.

            	
              HOLIDAY
      ENTITLEMENT

            


    

     

    
      	
              7.1

            	
              The Executive shall during the
      Term be entitled to paid leave of absence of 21 Working Days (in addition
      to the usual public holidays) in each complete holiday year worked (and
      pro-rata for part of each holiday year worked), which shall be taken by
      the Executive at such time or times as shall be mutually convenient to the
      Executive and the Company. Accrued paid leave may be carried forward up to
      a maximum of 21 Working
Days.

            


    

     

    
      	
              7.2

            	
              For the purposes of the
      Employment Ordinance, the holiday year of the Executive shall run from
      1st January each year to
      31st December of that
      year.

            


    

     

    
      	
              8.

            	
              RESERVED

            


    

     

    
      	
              9.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              9.1

            	
              The
      Executive shall not at any time during or after the Term use, divulge or
      communicate to or cause or enable any third party (other than any officer
      of employee of the Company whose province it is to know the same) to
      become aware of or use, take away, conceal, destroy or retain for his own
      or some other person’s advantage or to the detriment of the Company or the
      Group any of the Confidential
Information.

            


    

     

    
      	
              9.2

            	
              The Executive acknowledges that
      all Documents containing or referring to Confidential Information at any
      time in his control or possession are and shall at all times remain the
      absolute property of the Company and/or Group Company and the Executive
      undertakes, both during the Appointment and after the Termination
      Date:

            


    

     

    
      	
            	
              9.2.1

            	
              to exercise due care and
      diligence to avoid any unauthorised publication, disclosure or use of
      Confidential Information and any Documents containing or referring to
      it;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              9.2.2

            	
              at the direction of the Board, to
      deliver up any Confidential Information (including all copies of all
      Documents whether or not lawfully made or obtained) or to delete
      Confidential Information from any re-usable medium;
    and

            


    

     

    
      	
            	
              9.2.3

            	
              to do such things and sign such
      documents at the expense of the Company as shall be reasonably necessary
      to give effect to this Clause and/or to provide evidence that it has been
      complied with.

            


    

     

    
      	
              9.3

            	
              The restrictions in Clauses 9.1
      and 9.2:

            


    

     

    
      	
            	
              9.3.1

            	
              will not restrict the Executive
      from disclosing (but only to the proper recipient) any Confidential
      Information which the Executive is required to disclose by law or any
      order of the court or any relevant regulatory body, provided that where
      practicable the Executive shall have given prior written notice to the
      Board of the requirement and of the information to be disclosed and allow
      the Board an opportunity to comment on the requirement before making the
      disclosure; and

            


    

     

    
      	
            	
              9.3.2

            	
              will not apply to Confidential
      Information which is or which comes into the public domain otherwise than
      as a result of an unauthorised disclosure by the
      Executive.

            


    

     

    
      	
              9.4

            	
              The Executive agrees that the
      restrictions set out in this Clause 9 are without prejudice to any other
      duties of confidentiality owed to the Company and the Group, whether
      express or implied and are to survive the termination of the
      Appointment.

            


    

     

    
      	
              10.

            	
              RESTRICTIONS DURING
      EMPLOYMENT

            


    

     

    
      	
              10.1

            	
              The Executive shall not at any
      time during the Appointment, save with the prior written notification and
      sanction of the Board, be directly or indirectly engaged, concerned or
      interested in any other company (including any consultancy or advisory
      work) which carries on a business of a similar nature to the
      Business.

            


    

     

    
      	
              10.2

            	
              The Executive shall not during
      the Appointment (save in a purely social capacity or with the prior
      written consent of the Board) make any contact, whether formal or
      informal, written or oral, with any of the Company's past, current or
      prospective suppliers, customers or clients with whom the Executive has
      had business dealings (directly or indirectly) for any purpose (including
      but not limited to an intention to set up a competing business or to seek
      employment) other than for the legitimate business interests of the
      Company.

            


    

     

    
      	
              10.3

            	
              The Executive shall not during
      the Appointment either on his own behalf or on behalf of any person, firm
      or company:

            


    

     

    
      	
            	
              10.3.1

            	
              solicit or endeavour to entice
      away from the Company an actual employee, or discourage from being
      employed by the Company any person who, to the knowledge of the Executive,
      is an employee or a prospective employee of the Company;
      or

            


    

     

    
      	
            	
              10.3.2

            	
              employ or procure another person
      to employ any such person.

            


    

     

    
      	
              10.4

            	
              The restrictions set out in this
      Clause 10 are without prejudice to any other duties or obligations owed to
      the Company or any Group Company whether express or
      implied.

            


    

     

    
      	
              11.

            	
              TERMINATION

            


    

     

    
      	
              11.1

            	
              Without
      prejudice to any other rights or causes of action available, this
      Agreement can be terminated by either the Company or the Executive with
      good reason by giving to the other party hereto 3 months notice in
      writing, provided, however, if the Company effects such termination
      pursuant to this Clause, in lieu of such advance notice, the Company may
      pay the Executive his Salary for all or a portion of such 3 month
      period

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.2

            	
              Without prejudice to any other
      rights or causes of action available to the Company, this Agreement shall
      be subject to immediate termination by the Company by summary notice in
      writing without compensation
if:

            


    

     

    
      	
            	
              11.2.1

            	
              the Executive at the time the
      notice is given is prevented by reason of ill-health or accident or other
      incapacity from properly performing his duties and has been so prevented
      (whether by the same or another reason) for at least a continuous period
      of 180 days or for an aggregate period of at least 180 days (whether or
      not, in either case, Working Days) in the preceding 52 consecutive
      weeks;

            


    

     

    
      	
            	
              11.2.2

            	
              (a) The Executive shall be guilty
      of any gross misconduct or willful neglect of his duties
      hereunder;

            


    

     

    
      	
            	
              (b)

            	
              the Executive shall commit any
      material breach or, after having been given warning in writing, any
      repeated or continued breach (after receipt of prior notification of the
      previous breach(es) from the Company) of any of his obligations arising
      from the Appointment or
otherwise;

            


    

     

    
      	
            	
              (c)

            	
              the Executive shall commit any
      act of fraud or dishonesty which, in the opinion of the Board, adversely
      affects his ability properly to carry out his
    duties;

            


    

     

    
      	
            	
              (d)

            	
              the Executive is convicted of a
      criminal offence (other than an offence which in the opinion of the Board
      does not affect his position in the Company);
  or

            


    

     

    
      	
            	
              (e)

            	
              the Executive shall become of
      mental disorder or a patient as defined in Section 7 of the Mental Health
      Ordinance, Chapter 136, Laws of Hong Kong or been admitted to a hospital
      in pursuance of an application made under Part III of that
      Ordinance.

            


    

     

    
      	
              11.3

            	
              Upon termination of the
      Appointment however arising:

            


    

     

    
      	
            	
              11.3.1

            	
              if applicable the Executive
      shall, without prejudice to any claim he may have arising out of the
      termination of this employment hereunder, forthwith at the request of the
      Board and without further claim for compensation resign from all offices
      held by him in any Group Company and from all other appointments or
      offices which he holds as nominee or representative of the Company or any
      Group Company and, if he fails so to do, the Company is irrevocably
      authorised by the Executive to appoint some person in his name and on his
      behalf to execute such documents and to do such other things as are
      reasonably necessary to give effect to such resignations;
      and

            


    

     

    
      	
            	
              11.3.2

            	
              the Executive (or, if he shall be
      dead, of unsound mind or bankrupt, his personal representatives or such
      other persons as shall be appointed to administer his estate and affairs)
      shall deliver up to the Company in accordance with the directions of the
      Board, all keys, security passes, credit cards, the Documents and other
      property belonging to or relating to the businesses or affairs of the
      Company or any Group Company, including all copies of all Documents
      containing or referring to Confidential Information which may be in his
      possession or under his control (or that of his personal representatives
      or such other persons), and shall not retain copies, extracts or notes of
      any of the same.

            


    

     

    
      	
              11.4

            	
              Where this Agreement is
      terminated pursuant to Clause 11.2.2, the Executive shall not be entitled
      to receive the Performance Bonus provided for in Clause 5.1.2 for the
      calendar year where the termination occurs. When this Agreement is
      terminated by the Company pursuant to Clause 11.1, the Performance Bonus
      for the calendar year shall be paid on a pro-rata basis and payable within
      the time frame herein
provided.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              11.5

            	
              The
      Executive may terminate his employment hereunder for Good Reason. For
      purposes of this Agreement, the Executive shall have “Good Reason” to
      terminate his employment hereunder upon the Company’s material breach of
      any provision of this Agreement or any other written agreement between the
      Executive and the Company, in each case as determined in good faith by the
      Executive, which is not cured within thirty (30) days after written notice
      thereof from the Executive to the
CEO.

            


    

     

    
      	
              11.6

            	
              In
      the event that within one year following a Change of Control the Company
      terminates Executive without cause or Executive terminates employment for
      Good Reason, Executive shall be entitled to (i) one twelve of his most
      recent annual income inclusive of bonus for each year of service with the
      ChinaCast group of companies; and (ii) any unpaid vacation pay,
      unreimbursed expenses and any other benefits owed to Executive pursuant to
      any written employee benefit plan or policy of the Company. In addition,
      upon termination, all unvested stock options and Restricted Stock Awards
      shall immediately vest. Executive shall have 90 days from the date of
      termination to exercise the Stock
Options.

            


    

     

    
      	
              12

            	
              RESTRICTIONS AFTER
      EMPLOYMENT

            


    

     

    
      	
              12.1

            	
              The Executive shall not, save
      with the prior written consent of the Board, during the Restricted Period,
      carry on or be concerned or engaged or interested directly or indirectly
      (whether as principal, shareholder, partner, employee, officer, agent or
      otherwise) within the Prohibited Area in any part of any trade or business
      which competes with any part of any trade or business carried on by the
      Company at any time during the period of 12 months prior to the
      Termination Date, in which the Executive shall have been actively engaged
      or involved.

            


    

     

    
      	
              12.2

            	
              The Executive shall not during
      the Restricted Period and within the Prohibited Area either on his own
      behalf or on behalf of any person, firm or company in relation to the
      business activities of the Company in which the Executive has been engaged
      or involved, directly or
indirectly:

            


    

     

    
      	
            	
              12.2.1

            	
              solicit, approach or offer goods
      or services to or entice away from the Company any person, firm or company
      who at the Termination Date (or at any time during 12 months prior to the
      Termination Date) was a client or customer of the Company and in each case
      with whom the Executive (or any other employee on his behalf or under his
      direct instruction) has been actively engaged or involved by virtue of his
      duties hereunder; or

            


    

     

    
      	
            	
              12.2.2

            	
              deal with or accept custom from
      any person, firm or company who at the Termination Date (or at any time
      during 12 months prior to the Termination Date) was a client or customer
      of the Company and in each case with whom the Executive (or any other
      employee on his behalf or under his direct instruction) has been actively
      engaged or involved by virtue of his duties hereunder;
      or

            


    

     

    
      	
            	
              12.2.3

            	
              solicit or approach or offer
      goods or services to or entice away from the Company any person, firm or
      company who at the Termination Date (or at any time during 12 months prior
      to the Termination Date) was a supplier, agent or distributor of the
      Company and in each case with whom the Executive (or any other employee on
      his behalf or under his direct instruction) has been actively engaged or
      involved by virtue of his duties hereunder;
  or

            


    

     

    
      	
            	
              12.2.4

            	
              deal with or interfere with any
      person, firm or company who at the Termination Date (or at any time during
      12 months prior to the Termination Date) was a supplier, agent or
      distributor of the Company and in each case with whom the Executive (or
      any other employee on his behalf or under his direct instruction) has been
      actively engaged or involved by virtue of his duties
      hereunder;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              PROVIDED
      THAT nothing contained in these Sub-Clauses 12.2.1 to 12.2.4 shall
      prohibit the Executive from carrying out any activities which are not in
      competition with any part of the business of the Company with which the
      Executive was involved in 12 months prior to the Termination
      Date.

            


    


    
      	
              12.3

            	
              The Executive shall not during
      the Restricted Period and within the Prohibited Area either on his own
      behalf or on behalf of any person, firm or company in relation to the
      business activities of the Company in which the Executive has been engaged
      or involved, directly or indirectly, approach, solicit, endeavour to
      entice away, employ, offer employment to or procure the employment of any
      person who is or was a key employee belonging to the management grade or
      in a senior capacity with whom the Executive has had dealings within a
      period of 12 months prior to the Termination Date) whether or not such
      person would commit any breach of his contract of employment by reason of
      so leaving the service of the Company or
  otherwise.

            


    

     

    
      	
              12.4

            	
              The Executive shall not, at any
      time after the Termination Date, either on his own behalf or on behalf of
      any other person, firm or company directly or indirectly, within the
      Prohibited Area:

            


    

     

    
      	
            	
              12.4.1

            	
              interfere or seek to interfere
      with the continuance, or any of the terms, of the supply of goods or
      services to the Company; or

            


    

     

    
      	
            	
              12.4.2

            	
              represent himself as being in any
      way connected with or interested in the business of the Company (other
      than as a consultant or a member if such be the case) or use any name
      which is identical or similar to or likely to be confused with the name of
      the Company or any product or service produced or provided by the Company
      or which might suggest a connection with the
    Company.

            


    

     

    
      	
              12.5

            	
              The Executive (who acknowledges
      that, in the course of the Appointment, he is likely to have dealings with
      the clients, customers, suppliers and other contacts of the Company)
      agrees that each of the restrictions in Sub-Clauses 12.1, 12.2.1, 12.2.2,
      12.2.3, 12.2.4, 12.3, 12.4.1 and 12.4.2 is separate and distinct, is to be
      construed separately from the other restrictions, and is reasonable as
      regards its duration, extent and application for the protection of the
      legitimate business interests of the Company. However, in the event that
      any such restriction shall be found to be void or unenforceable but would
      be valid or enforceable if some part or parts of it were deleted, the
      Executive agrees that such restriction shall apply with such deletions as
      may be necessary to make it valid and
  effective.

            


    

     

    
      	
              13.

            	
              INDEMNITY

            


    

     

    
      	
              13.1

            	
              The
      Company agrees that if the Executive is made a party, or is threatened to
      be made a party, to any action, suit or proceeding, whether civil,
      criminal, administrative or investigative (a “Proceeding”), by reason of
      the fact that he is or was a director, officer or employee of the Company
      or is or was serving at the request of the Company as a director, officer,
      member, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, including service with respect to
      employee benefit plans, whether or not the basis of such Proceeding is the
      Executive’s alleged action in an official capacity while serving as a
      director, officer, member, employee or agent, the Executive shall be
      indemnified and held harmless by the Company to the fullest extent legally
      permitted or authorized by the Company’s certificate of incorporation or
      bylaws or resolutions of the Company’s Board of Directors or, if greater,
      by the laws of the State of Delaware, against all cost, expense, liability
      and loss (including, without limitation, attorney’s fees, judgments,
      fines, or other liabilities or penalties and amounts paid or to be paid in
      settlement) reasonably incurred or suffered by the Executive in connection
      therewith, and such indemnification shall continue as to the Executive
      even if he has ceased to be a director, member, employee or agent of the
      Company or other entity and shall inure to the benefit of the Executive’s
      heirs, executors and
administrators.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              13.2

            	
              The
      Company shall advance to the Executive all reasonable costs and expenses
      incurred by him in connection with a Proceeding within 20 calendar days
      after receipt by the Company of a written request for such
      advance.  Such request shall include an undertaking by the
      Executive to repay the amount of such advance if it shall ultimately be
      determined that he is not entitled to be indemnified against such costs
      and expenses. Neither the failure of the Company (including its board of
      directors, independent legal counsel or stockholders) to have made a
      determination prior to the commencement of any proceeding concerning
      payment of amounts claimed by the Executive under Clause 14.1 above that
      indemnification of the Executive is proper because he has met the
      applicable standard of conduct, nor a determination by the Company
      (including its board of directors, independent legal counsel or
      stockholders) that the Executive has not met such applicable standard of
      conduct, shall create a presumption that the Executive has not met the
      applicable standard of conduct.

            


    

     

    
      	
              13.3

            	
              The
      Company agrees to continue and maintain a directors’ and officers’
      liability insurance policy covering the Executive to the extent the
      Company provides such coverage for its other executive
      officers.

            


    

     

    
      	
              14.

            	
              NOTICES

            


    

     

    
      Notices
by either party hereto:

    

     

    
      	
              14.1

            	
              must be in writing
      addressed:

            


    

     

    
      	
            	
              14.1.1

            	
              to the Company at its principal
      business office for the time being;
and

            


    

     

    
      	
            	
              14.1.2

            	
              to the Executive at his place of
      work or at the address set out in this Agreement or such other address as
      the Executive may from time to time have notified to the Company for the
      purpose of this Clause; and

            


    

     

    
      	
              14.2

            	
              will be effectively
      served:

            


    

     

    
      	
            	
              14.2.1

            	
              on the day of receipt, where any
      hand-delivered letter or a facsimile transmission is received on a Working
      Day before or during normal working
  hours;

            


    

     

    
      	
            	
              14.2.2

            	
              on the following Working Day,
      where any hand-delivered letter or facsimile transmission is received
      either on a Working Day after normal working hours or on any other
      day;

            


    

     

    
      	
            	
              14.2.3

            	
              on the second Working Day
      following the day of posting from within Hong Kong of any letter sent by
      first class prepaid mail; or

            


    

     

    
      	
            	
              14.2.4

            	
              on the fifth Working Day
      following the day of posting to an overseas address of any prepaid airmail
      letter.

            


    

     

    
      	
              15.

            	
              ENTIRE
      AGREEMENT

            


    

     

    
      	
              15.1

            	
              This Agreement embodies all the
      terms and provisions of and relating to the employment of the Executive by
      the Company.

            


    

     

    
      	
              15.2

            	
              The terms of this Agreement may
      only be varied in writing by the parties hereto or their duly authorised
      agents.

            


    

     

    
      	
              16.

            	
              PRIOR
      AGREEMENTS

            


    

     

    
      This
Agreement is in substitution for and shall supersede all former and existing
agreements or arrangements made orally or in writing for the employment of the
Executive by the Company or any Group Company, which shall be deemed to have
been cancelled with effect from the date of this Agreement, and no party hereto
shall have any claim in respect of any such superseded agreements or
arrangements.

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              17.

            	
              PROPER LAW AND
      FORUM

            


    

     

    This
Agreement shall in all respects be interpreted and construed in accordance with
and governed by British Virgin Island laws and each party hereto irrevocably
submits to the non-exclusive jurisdiction of the Hong Kong courts and waives all
defences to any action arising hereunder brought in the courts of Hong Kong on
the ground that such an action is brought in an inconvenient forum.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS whereof the parties hereto entered into this Agreement the day and year
first written above.

     

    
      	
              

                SIGNED
      for and on behalf of ChinaCast Technology (BVI)
    Limited

              

            	
              )

            
	 
      	
              )

            
	
              by
      Ron Chan

            	
              )

            
	
              in
      the presence of:- Daisy Fu

            	
              )

            
	 
      	 
      
	
              SIGNED,
      SEALED AND DELIVERED

            	
              )

            
	
              by  Michael
      Santos

            	
              )

            
	
              in
      the presence of:- Daisy Fu

            	
              )