Unassociated Document


    Infosmart
Group, Inc.

    


    


    


    


    March 23,
2010

    


    


    Via
Electronic Mail

    


    KWOK
CHUNG LIT

    Flat
E,17th
Floor, EGL Tower,

    83 Hung
To Road,

    Kwun
Tong,

    Kowloon

    


    


    Re:           Chief Executive Officer -
Offer Letter

    


    Dear Mr.
Kwok Chung Lit :

    


    Infosmart
Group, Inc. (the “Company”), is pleased to offer you a Chief Executive Officer.
The position is to oversee or direct the operational & management affairs of
the Company.

    


    Should
you chose to accept this position as a Chief Executive Officer, this letter
shall constitute an agreement between you and the Company (the “Agreement”) and
contains all the terms and conditions relating to the services you are to
provide.

    


    1.    Term. This Agreement shall be
commencing on March 23, 2010 (the “Effective Date”).  The terms and
provisions of this agreement shall remain in full force and effect unless
otherwise revised on such terms as mutually agreed to by you and the
Company.

    


    2.    Services. You shall render services in
the area of overseeing or directing the Company’s operational & management
affairs (hereinafter your “Duties”). This agreement may be terminated
immediately, without Company prior notice or payment in lieu of notice if at any
time Mr. Kwok: (1) becomes physically or mentally disabled whether totally or
partially so that he is substantially unable to perform his duties for a period
of one month or for 30 days in the aggregate in any period of six consecutive
months; (2) is convicted of a criminal offense, except one which in the
reasonable of the Board does not affect his position with the Company at the
time of such conviction; (3) commits repeated or continued (after warning) any
persistent or material breach of the employment agreement; (4) is guilty of
willful neglect in discharging his duties or commits any grave misconduct which
in the absolute opinion of the Board tends to bring himself or the Company into
disrepute; or (5) commits an act of bankruptcy or compounded with his creditors
generally or is guilty of conduct which would make his continued appointment
prejudicial to the interests of the Company.

    


    3.    Services
for Others.   The
agreement also contains restrictive covenants preventing competition with
Infosmart during his employment and for a period of 12 months after termination,
and also covenants preventing the use or disclosure of confidential business
information, except in connection with the performance of his duties for the
Company, during or at any time after termination of his
employment.  You will be free to represent or perform services for
other persons during the term of this Agreement. However, you agree that you do
not presently perform and do not intend to perform, during the term of this
Agreement, similar Duties, consulting or other services for companies whose
businesses are or would be, in any way, competitive with the Company (except for
companies previously disclosed by you to the Company in writing). Should you
propose to perform similar Duties, consulting or other services for any such
company, you agree to notify the Company in writing in advance (specifying the
name of the organization for whom you propose to perform such services) and to
provide information to the Company sufficient to allow it to determine if the
performance of such services would conflict with areas of interest to the
Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.    Compensation. In consideration for your
service as Chief Executive Officer, the Company agrees to pay you the
compensation (the “Annual Compensation”) for fixed salary HK$480,000 per year or
approximately US$61,538.46 per year.  Such salary is subject to an
annual review by the Board of Directors (“Board”) at a time determined by the
Board

    


    The
Company agrees to reimburse you for reasonable expenses that you incur in
connection with the performance of your duties as a Chief Executive Officer of
the Company.

    


    Under the
terms of the agreement, Mr. Kwok is also entitled to receive reimbursements for
all reasonable business, office personnel, company-related entertainment and
travel expenses that he incurs or he pays for on behalf of the Company in
accordance with the Company’s expense reimbursement policy. Further, the
agreement provides Mr. Kwok with employee insurance, mandatory provident fund
benefits and, after completion of the three-month probation period, medical
insurance.

    


    5.    No
Assignment.
Because of the personal nature of the services to be rendered by you, this
Agreement may not be assigned by you without the prior written consent of the
Company.

     

    6.    Confidential
Information; Non-Disclosure. In consideration of your
access to the premises of the Company and/or you access to certain Confidential
Information of the Company, in connection with your business relationship with
the Company, you hereby represent and agree as follows:

    


    a.    Definition. For purposes of this
Agreement the term “Confidential Information” means:

    


    i.    Any information which
the Company possesses that has been created, discovered or developed by or for
the Company, and which has or could have commercial value or utility in the
business in which the Company is engaged; or

    


    ii.    Any information which is
related to the business of the Company and is generally not known by non-Company
personnel.

    


    iii.    By way of illustration,
but not limitation, Confidential Information includes trade secrets and any
information concerning products, processes, formulas, designs, inventions
(whether or not patentable or registrable under copyright or similar laws, and
whether or not reduced to practice), discoveries, concepts, ideas, improvements,
techniques, methods, research, development and test results, specifications,
data, know-how, software, formats, marketing plans, and analyses, business plans
and analyses, strategies, forecasts, customer and supplier identities,
characteristics and agreements.

    


    b.    Exclusions. Notwithstanding the
foregoing, the term Confidential Information shall not include:

    


    i.    Any information which
becomes generally available to the public other than as a result of a breach of
the confidentiality portions of this agreement, or any other agreement requiring
confidentiality between the Company and you;

    


    ii.    Information received
from a third party in rightful possession of such information who is not
restricted from disclosing such information; and

    


    iii.    Information known by you
prior to receipt of such information from the Company, which prior knowledge can
be documented.

    


    c.    Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. In the event you
receive any such documents or items by personal delivery from any duly
designated or authorized personnel of the Company, you shall be deemed to have
received the express written consent of the Company. In the event that you
receive any such documents or items, other than through personal delivery as
described in the preceding sentence, you agree to inform the Company promptly of
your possession of such documents or items. You shall promptly return any such
documents or items, along with any reproductions or copies to the Company upon
the Company’s demand or upon termination of this agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    d.    No
Disclosure. You
agree that you will hold in trust and confidence all Confidential Information
and will not disclose to others, directly or indirectly, any Confidential
Information or anything relating to such information without the prior written
consent of the Company, except as maybe necessary in the course of his business
relationship with the Company. You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

     

    7.    Entire
Agreement; Amendment; Waiver. This Agreement expresses the
entire understanding with respect to the subject matter hereof and supersedes
and terminates any prior oral or written agreements with respect to the subject
matter hereof. Any term of this Agreement may be amended and observance of any
term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party
shall not be construed as a waiver of any subsequent breach or failure of the
same term or condition or waiver of any other term or condition of this
Agreement. The failure of any party at any time to require performance by any
other party of any provision of this Agreement shall not affect the right of any
such party to require future performance of such provision or any other
provision of this Agreement.

    


    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

    
      
        
          
            
              
                	 
      	 
      	 
      	 
	 
      	
                        Sincerely,

                      	 
	 
      	 
      	 
	 
      	
                        INFOSMART
      GROUP, INC.

                      	 
	 	 	 
	 
      	 
      	 
      	 
	 
      	
                        By:  

                      	 
      	 
	 
      	
                        Seto
      Man Fai

                      	 
	 
      	
                        Chief
      Executive Officer 

                      	 


              

            

          

        

      

    

    AGREED
AND ACCEPTED:

    


    


    


    


    ________________________

    KWOK
CHUNG LIT