Exhibit
10.3 

     

    
      

    

     

    EMPLOYMENT
CONTRACT

     

    THIS
AGREEMENT made the 29th day of June, 2009

     

    BETWEEN:

     

    CNTVShop.com
Group Ltd.

    


    Suite
2302, Seaview Commercial Building,
21 Connaught Road West, Sheung Wan, Hong Kong

     

    (the
"Employer")              


    AND

    


    China eMedia Holdings
Corporation.

    


    Suite
2302, Seaview Commercial Building,
21 Connaught Road West, Sheung Wan, Hong Kong

     

    (the
“Holding Company”)

     

    AND:

     

    Fred
Cheng

    10th Floor,
Hong Kong Trade Center, 161 Des Veaux Road Central,

    Hong
Kong

     

    (the
"Employee")

    


    WHEREAS the Employer has
agreed to employ the Employee and the Employee has agreed to be employed by the
Employer on the terms, conditions and understandings set forth in this
Employment Agreement (the "Agreement");

     

    THEREFORE, in consideration of
the mutual promises contained in this Agreement, the Employer and the Employee
agree as follows:

     

    
      	
              1.

            	
              POSITION

            


    

     

    
      	
              1.1

            	
              The
      Board shall employ the Employee in the position of Chief Financial
      Officer,
      commencing on August 1, 2009.

            


    

     

    
      	
              1.2

            	
              The
      Employee shall report to and be responsible to the Chair of the Employer's
      Board of Directors (the "Board"), for the
  Employer.

            


    

     

    
      	
              1.3

            	
              The
      Employee will perform all such duties commensurate with the position as
      are necessary to properly and efficiently administer the Employer's
      operation.

            


    


    
      
         


      

      
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              1.4

            	
              The
      Employee agrees to well and faithfully serve the Employer's interests and
      shall devote his time, effort,
      skill, attention and energies to the performance of his duties in
      relation to the business of the Employer as the Employer and the Holding
      Company's Chief Financial Officer.

            


    

    


    
      	
              1.5

            	
              The
      Employee agrees during the term of this Agreement not to undertake any
      obligations or perform any employment or consulting services other than
      services contemplated by this Agreement, unless otherwise agreed to by the
      Board.

            


    

     

    
      	
              1.6

            	
              The
      Employer's policies and procedures, as amended from time to time, are
      incorporated into and form part of the Employee's terms and conditions of
      employment. In the case of a conflict between the terms of this Agreement
      and any policy or procedure, the terms of this Agreement shall
      prevail.

            


    

     

    
      	
              17.

            	
              It
      is acknowledged that the Employee will perform the task as Chief Financial
      Officer for the Employer on a part time basis and the Employee will
      continue to carry out his own Accounting practice world
    wide.

            


    

     

    
      	
              2.

            	
              TERM
      OF THE AGREEMENT

            


    

     

    
      	
              2.1

            	
              The
      Employee's Appointment is for a Three Year Term
      beginning on August 1, 2009, and ending on July
      31, 2012.

            


    

     

    
      	
              2.2

            	
              The
      terms and conditions of the Employee's employment will be reviewed at
      least annually and, upon review, may be altered by mutual agreement, in
      writing.

            


    

     

    
      
        	
                2.3

              	
                Unless
      otherwise agreed, this Agreement will expire and terminate at the end of
      the term without further obligation on the part of either
      party.

              


      

    

     

    
      	
              2.4

            	
              At
      the expiry of the Agreement, the parties may agree to extend the Agreement
      on terms which they will set out in writing. Either party may express its
      intention to renew this Agreement three months before its expiry.
      Negotiations for the terms and conditions of the extended term shall be
      completed within a reasonable period. In the event that the negotiations
      are ongoing but have not been completed prior to the expiry of the
      Agreement, the parties may agree to continue the terms and conditions of
      the Agreement on a month-to-month basis. If the parties do not reach an
      agreement on the terms of an extension of the Agreement, the provisions of
      Article 2.3 will apply.

            


    

     

    
      	
              3.

            	
              PERFORMANCE
      REVIEWS

            


    

     

    
      
        	
                3.1

              	
                A
      formal Performance Review of the Employee's performance will be conducted
      at least once per year.

              


      

    


    
      
         


      

      
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              4.

            	
              REMUNERATION

            


    

     

    During
the term of this Agreement, the Employer will pay and provide to the Employee
remuneration for carrying out his duties and
responsibilities, as follows:

     

    
      
        	
                4.1

              	
                Salary/Compensation

              


      

    

     

    
      	
               
      

            	
              a.

            	
              The
      nature of the Employee's position requires the Employee to be flexible
      about hours of work. This is a senior management position and overtime is
      not compensable. However, the Employer may, in its sole discretion,
      approve compensation for exceptional workload
    circumstances.

            


    

     

    
      	
               
      

            	
              d.

            	
              The
      Agreement allows the Employee to earn Incentive/Bonus Pay at the rate of
      0.50% of Consolidated Gross Revenue of the Employer and its subsidiaries
      to be computed in accordance with GAAP. Such Incentive/Bonus Pay shall be
      paid annually on or before120 days after the year end of the
      Employer.

            


    

    


    
      
        	 	
                e.

              	
                In
      addition, the Agreement allows the Employee to receive annually
      50,000 shares for three consecutive years in the form of the Employer’s
      common stock commencing December 31,
2010.

              


      

    

     

    
      
        	
                4.2

              	
                Health and Welfare
      Benefits

              


      

    

     

    
      	
               
      

            	
              a.

            	
              Intentionally
      Deleted

            


    

     

    
      	
               
      

            	
              b.

            	
              Intentionally
      Deleted

            


    

     

    
      
        	
                4.3

              	
                Pension

              


      

    

     

    
      	
               
      

            	
              a.

            	
              Intentionally
      Deleted

            


    

    


    
      
        	
                4.4

              	
                Vacation and Other
      Leave

              


      

    

     

    
      	
               
      

            	
              a.

            	
              Intentionally
      Deleted

            


    

     

    
      
        	
                4.5

              	
                Expenses

              


      

    

     

    
      	
               
      

            	
              a.

            	
              The
      Employer shall reimburse the Employee for all reasonable, business-related
      expenses incurred by the Employee in performing his duties, provided
      that the Employee provides to the Employer within three months from each
      expenditure a written statement of the expenses incurred, together with
      copies of all receipts and supporting
  documentation.

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Employer will not reimburse, directly or indirectly, expenses for spousal
      or familial travel for any person, except where the payment
      is:

            


    


    
      
         


      

      
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              i.

            	
              in
      relation to a specific business
occasion;

            


    

     

    
      	
               
      

            	
              ii.

            	
              authorized
      specifically for that business occasion;
and

            


    

     

    
      	
               
      

            	
              iii.

            	
              recorded
      in the minutes of the Employer's governance body which are made publicly
      available.

            


    

     

    
      
        	
                5.

              	
                AGREEMENT
      TERMINATION

              


      

    

     

    
      	
              5.1

            	
              This
      Agreement will commence on August 1, 2009. This Agreement may be
      terminated in the following ways only, and by no other
    method.

            


    

     

    
      	
              5.2

            	
              After
      July 31, 2011, the Employer may terminate the Employee's employment at any
      time, without cause, by giving working notice (the Notice Period) equal to
      the lesser of:

            


    

     

    
      	
               
      

            	
              a.

            	
              the
      remaining term of the contract, or

            


    

     

    
      	
               
      

            	
              b.

            	
              60
      days.

            


    

     

    
      
        	
                5.7

              	
                The
      Employee may terminate his employment with
      the Employer, at any time, by providing the Employer with 120 days written
      notice (the "Employee's Notice Period") to the Board. The Board, in its
      sole discretion, may:

              


      

    

     

    
      	
               
      

            	
              a.

            	
              accept
      the notice in which case the Employee shall continue working until the end
      of the Employee's Notice Period;

            


    

     

    
      	
               
      

            	
              b.

            	
              propose
      a shorter Notice Period, which shall apply if the Employee so agrees;
      or

            


    

     

    
      	
               
      

            	
              c.

            	
              accept
      the resignation effective the date of receipt or any other date prior to
      the end of the Notice Period, providing that the Board shall pay to the
      Employee salary and benefits for the remainder of the Employee's Notice
      Period.

            


    

     

    
      	
              5.8

            	
              The
      Employer may, at any time, terminate the Agreement, without notice or
      severance pay in lieu of notice, in the event the Employer has just and
      reasonable grounds to discharge the Employee for
  cause.

            


    

     

    
      
        	
                5.9

              	
                The
      Employee acknowledges that other than as set out herein he is not entitled
      to any other notice, payment or damages including severance pay from the
      Employer, in the event the Agreement is
  terminated.

              


      

    

     

    
      	
              5.10

            	
              Service
      with the Employer shall be calculated as commencing on the Employee's
      first day of employment with the
Employer.

            


    


    
      
         


      

      
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                6.

              	
                CONFIDENTIALITY
      and NON-DISCLOSURE

              


      

    

     

    
      
        	
                6.1

              	
                The
      Employee shall not, while employed with the Employer or at any
      timethereafter,
      disclose any information relating to the private or confidential affairs
      of the Employer to any person other than as directed by the Employer. In
      addition, the Employee shall not, while employed with the Employer or at
      any time thereafter, disclose the Employer's systems, operations, records,
      strategies, or business plans to any person other than as directed by the
      Employer. The Employee shall not use for [his/her] own purposes
      or for the purposes of others any such information he may acquire in
      relation to the business or operation of the
  Employer.

              


      

    

     

    
      
        	
                6.2

              	
                The
      Employee agrees to return all materials which contain such confidential
      information to the Employer immediately upon the termination of this
      Agreement, or upon request by the Employer at any
  time.

              


      

    

     

    
      	
              7.

            	
              ASSIGNMENT
      OF EMPLOYMENT CONTRACT

            


    

     

    
      
        	
                7.1

              	
                The
      Employer has, in its sole discretion, the right to assign the
      Employee's
      employment
      contract in the event of a merger, take-over, amalgamation, transfer of
      assets or for any other reason. If the Employer assigns the employment
      contract, such assignment will be valid for the term of the Employee's
      employment.

              


      

    

     

    
      	
              8.

            	
              ACKNOWLEDGEMENT

            


    

     

    
      
        	
                8.1

              	
                The
      Employee hereby acknowledges that the obligations contained in this
      Agreement
      are in addition to other fiduciary duties and obligations owed by [him/her] to the
      Employer as a result of the operation of law, prior to, during and after
      the termination of [his/her]
      Employment.

              


      

    

     

    
      	
              9.

            	
              NOTICES

            


    

     

    
      	
              9.1

            	
              All
      Notices, demands and payments required or permitted to be given shall be
      in writing and may be delivered personally, sent by facsimile or may be
      sent by first class prepaid registered mail to the addresses set forth
      above, or to other such addresses may from time to time be provided in
      writing by the parties. Any Notice delivered or sent by facsimile shall be
      deemed to have been given and received at the time of delivery. Any Notice
      mailed shall be deemed to have been given and received on five days after
      the mailing.

            


    

     

    
      	
              10.

            	
              JURISDICTION

            


    

     

    
      	
              10.1

            	
              This
      Agreement shall be construed under and governed by the laws of Hong
      Kong.

            


    


    
      
         


      

      
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              11.

            	
              MISCELLANEOUS

            


    

     

    
      	
              11.1

            	
              This
      Agreement constitutes the entire Agreement between the Employer and the
      Employee, and all other agreements, understandings, representations or
      provisions relating to the subject matter of this Agreement are of no
      further force and effect and are declared terminated and
      cancelled.

            


    

     

    
      	
              11.2

            	
              All
      provisions of this Agreement are to be construed as separate and distinct
      covenants and agreements, separable from all other such separate and
      extinct covenants and agreements. Should any provision or provisions of
      this Agreement be determined to be illegal, void or unenforceable, it and
      they shall be considered separate and severable from this Agreement and
      its remaining provision shall remain enforced and be binding upon the
      parties.

            


    

    


    IN WITNESS WHEREOF THE PARTIES
hereto have duly executed this Agreement as of the day and year first
above written.

    


    
      
        	
                THE
      CORPORATE SEAL of

              	 
      	
                THE
      CORPORATE SEAL OF

              
	
                CNTVShop.com
      Group Ltd.

              	 
      	
                China
      eMedia Holdings Corporation

              
	
                was
      hereunto affixed in

              	 
      	
                was
      hereto affixed in

              
	
                the
      presence of:

              	 
      	
                the
      presence of:

              
	 
      	 
      	 
      
	
                /s/ Kenneth Kwan

              	 
      	
                /s/ Kenneth Kwan

              
	
                Authorized
      Signatory

              	 
      	
                Authorized
      Signatory

              
	 
      	 
      	 
      
	
                SIGNED,
      SEALED AND DELIVERED by:

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Fred Cheng

              	 
      	 
      
	 
      	 
      	 
      
	
                Fred
      Cheng

              	
                  

              	 
      


      

    


    
      
         


      

      
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