DATED:  January
4, 2010

    
       

      ChinaCast
Technology (BVI) Limited

       

      and

       

      Antonio
Sena 

       

      
        
 

      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)

            	
              Antonio
      Sena (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 Chief Financial Officer with such executive and management
      responsibilities and duties (consistent with the Executive’s position as
      Chief Financial Officer 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, and specifically including but
      not limited to (a) creation and maintenance of proper financial controls;
      (b) development and submission of financial reports in accordance with
      U.S. Securities and Exchange Commission requirements; (c) development of
      corporate governance policies and procedures; (d) managerial accounting;
      (e) treasury functions; (f) accounting functions, including accounts
      payable and receivable; (g) cost controls; (h) payroll; (i) management of
      legal functions; (j) support of activities to identify and enter into
      additional joint ventures with universities; and (k) responsibility for
      attracting new capital and
financing.

            


    

    


    
      	
               
      

            	
              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 HK$1,440,000 per calendar year or HK$120,000 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 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  Antonio
      Sena

                	
                  )

                


        

      

    

    
      
        
          	
                  in
      the presence of:-  Daisy Fu

                	
                  )