Unassociated Document


    
      Exhibit
4.5

       

      Employment
Contract

      


      (Full-Time
Employees)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Instructions

      
        	
                I.

              	
                The
      contract is applicable to the full-time
  employees.

              


      

      
        	
                II.

              	
                Both
      the employer and the employee must guarantee that all the information
      provided by them in relation to the performance of the employment contract
      is true and valid.

              


      

      
        	
                III.

              	
                Where
      the contractual term of employment is more than three months but less than
      one year, the probation period must not exceed one month; where the
      contractual term of employment is more than one year but less than three
      years, the probation period must not exceed two months; where the
      contractual term of employment is more than three years and in case of
      employment contract with no fixed term, the probation period must not
      exceed six months; where the employment contract is for the purpose of
      completing certain tasks or the contractual term is less than three
      months, no probation period will be stipulated. The probation period must
      be included in the contractual term. Where only probation period is
      stipulated in the employment contract, the probation period will not take
      effect. The term stipulated therein is the contractual term of
      employment.

              


      

      
        	
                IV.

              	
                Where
      the employee offers or agrees to renew or establish the employment
      contract under the following conditions, the parties must conclude the
      employment contract without fixed term: (I) the employee has worked for
      the employer for ten years consecutively; (II) the employee has worked for
      the employer for ten years consecutively and is more than ten years away
      from his/her legitimate retirement age when the employer first adopts the
      rules of employment contract or the state-owned enterprise re-stipulate
      the employment contract; (III) the employee has concluded the employment
      contract with fixed term for twice consecutively and is not subject to the
      conditions stipulated in Article 39 and Article 40(1) and (2) of the
      Employment Contract Law of PRC.

              


      

      
        	
                V.

              	
                Unless
      the employer provides the employee with the special training fee and
      except for non-competition, the employer must not agree with the employee
      requiring the employee to undertake the liquidated
  damages.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      In
accordance with the Employment Contract Law of PRC and the other applicable laws
and regulations, Party A and Party B agree to conclude the contract through
voluntary negotiations.

      


      
        I.            Basic
Information of the Parties to the Employment Contract

      

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Article
      1

                                	
                                  name
      of Party A (Employer): Taiyuan Basic Points
      Commerce Co., Ltd

                                
	 
      	
                                  Legal
      representative (main person in charge): Yuan Kou

                                
	 
      	
                                  Registration
      address: #69
      Dong Mi Shi Qu, Yingze District, Taiyuan

                                
	 
      	
                                  Operation
      address: #169 Fuxi Street, Xinhualing District,
      Taiyuan

                                
	 
      	
                                  Social
      insurance registration certificate No: XXX

                                
	 
      	
                                  Contact
      Telephone No.: 0351-5602855

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Article
    2:

                                  	
                                    Party
      B (Employee)’s name: Xiaoguo
      Cui

                                  	 
      	 
      
	 
      	
                                    ID
      No.: XXX

                                  	 
      	
                                    Party
      B’s

                                  
	 
      	
                                    Name
      of other valid certificate:                

                                  	 
      	
                                    Photo

                                  
	 
      	
                                    Certificate
      No.:                                            

                                  	 
      	 
      
	 
      	
                                    Family
      address: XXX

                                  	 
      	 
      
	 
      	
                                    Current
      residential address:                  

                                  	 
      	 
      
	 
      	
                                    Contact
      Telephone No.: XXX

                                  	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        II.            Term
of Employment Contract

      

      Article 3 The term stipulated
in Item _1_
will be adopted in the contract.

      
        	
                1.

              	
                Fixed
      term: from
      Oct.1, 2008 to December 31,
      2011.

              


      

      During
which ___ from ___ is the probation period.

      
        	
                2.

              	
                Non-fixed
      term: from ___.

              


      

      During
which ___ from ___ is the probation period.

      
        	
                3.

              	
                Term
      subject to the completion of certain tasks from ___ to the completion of
      the tasks.

              


      

      


      
        III.            Contents
and Place of Work

      

      Article 4 Party B agrees to
work as a
Manager (position/type of work) as required by Party A. Where Party
B’s work involves poisonous materials, Party A must notify the danger of the
work and the preventive measures.

      


      Article 5 Based on the
characteristics of the position (type of work) of Party A, Party B will work in
Taiyuan, Shanxi
Province.

      


      Article 6 Party A may
reasonably arrange the work tasks according to the State, industry and local
employment standards and quality inspection and acceptance standards. Party B
must complete the work as per the quantity, quality and tasks stipulated by
Party A.

      


      
        IV.            Working
Hours, rest and vocations

      

      Article 7 As per the
arrangement of Party A, Party B will be subject to the working hours stipulated
in Item
1:

      
        	
                1.

              	
                Standard
      working hours. Party B will work for no more than 8 hours per day and no
      more than 40 hours per week.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Non-fixed
      working hours.

              


      

      
        	
                3.

              	
                Comprehensive
      working hours.

              


      

      Where
Party A arranges Party B to adopt the non-fixed working hours or comprehensive
working hours, Party A must obtain the approval from the competent governmental
authority.

      


      Article 8 Party A must
guarantee Party B’s right of rest. Party B is legally entitled to the right of
statutory holidays and home leave, marriage leave, funeral leave, birth-giving
leave and paid annual leaves.

      


      Article 9 Party A may prolong
the working hours due to the needs of production and operation after
negotiations with the Trade union and Party B; provided that the working hours
must be extended for no more than 1 hour each day or 3 hours each day in case of
any special needs and Party B’s health must be guaranteed. Nevertheless, the
working hours must be extended for no more than 36 hours per month.

      


      
        V.            Remuneration

      

      Article 10 Party A will pay
the salary to Party B in the monetary way before the 25th of each month.
The monthly salary is RMB 5,800
or is subject to ___.

      Party B’s
salary during the probation period is RMB5,800; provided that the salary during
the probation period must not be less than 80% of the salary applicable to the
lowest position level in the company or the salary agreed herein and must not be
less than the local lowest salary stipulated by the laws.

      


      Article 11 Where Party A
prolongs Party B’s working hours, Party A must pay the remuneration not less
than 150% of the salary. Where Party A arranges Party B to work during day-offs
and compensatory time off is available, Party A must pay the remuneration not
less than 200% of the salary. Where Party A arranges Party B to work during
statutory holidays, Party A must pay the remuneration not less than 300% of the
salary.

      


      Article 12 Where Party B stays
idle due to the inadequacy of the work of Party A, Party A must pay the living
expenses to Party B not less than 80% of the local lowest salary.

      


      
        VI.            Social
Insurance and Welfare

      

      Article 13 Party A and Party B
must procure the social insurance and fully pay the various social insurance
premium according to the applicable laws and regulations stipulated by the state
and the province on social insurance. Party A will withhold the part to be
undertaken by Party B for and on behalf of Party B.

      


      Article 14 Where Party B is
sick or injured not due to his/her work, Party B is entitled to the treatment
stipulated by the state, the province and the local government.

      


      Article 15 Where Party B is
sick or injured due to his/her work, Party B is entitled to the treatment
stipulated by the state, the province and the local government.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article 16 Party A will
provide Party B with the following
welfare:___________________________________________

       

        
          

        

      

      
        

        

      

      


      
        
          VII.            Labor
Protection, Work Conditions and Protection and Prevention on Occupational
Hazards

        

      

      Article 17 Party A establishes
the safe production rules and gives the necessary trainings to Party B according
to the applicable laws and regulations. Party B must strictly follow the rules
of Party A on safe production and must not be involved in any work in violation
of the rules.

      


      Article 18 Party A adopts
necessary protective and preventive measures for Party B and distributes the
necessary protective and preventive articles based on the needs of the position
and according to the applicable laws and rules of the state on safety and
sanitation.

      


      Article 19 Party A must
establish and improve the rules on the liabilities for the prevention and
protection of occupational diseases, strengthen the management on the protection
and prevention of occupational diseases and improve the preventive and
protective level of occupational diseases.

      


      
        
          VIII.            Change,
Rescission, Termination and Economic Compensation of Employment
Contract

        

      

      Article 20 Party A and Party B
may amend the contract through negotiations and confirm the same in
writing.

      


      Article 21 Party A and Party B
may terminate the contract according to Article 36 to Article 45 of the
Employment Contract Law of PRC.

      


      Article 22 Where Party A and
Party B terminate the contract according to Article 46 of the Employment
Contract Law of PRC, Party A may legally pay the economic compensation to Party
B.

      


      Article 23 Party A must issue
the certificate proving the rescission and termination of the employment
contract for Party B at the time of rescission and termination and must go
through the formalities to transfer the files and the social insurance
relationship for Party B within 15 days.

      


      Article 24 Party B must
handover the work as agreed by the parties. Party A must pay the severance pay,
if any, to Party B at the time of handover.

      


      Article 25 Where either Party
A or Party B terminates the employment contract, the party must undertake the
liabilities of indemnification against the damage to or the loss of the other
party so caused.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        IX.            Other
Agreements between the Parties

      

      Article 26 Other matters
agreed on by Party A and Party B

      Attachment: Instructions and
Labor
Disciplines                                                                                                

                                
      Agreement on Protection of Trade
Secrets                                                                                          

       

      
        

      

      
        

        

      

      


      
        X.            Labor
Disputes and Others

      

      Article 27 Disputes arising
out of or in connection with the performance of the contract, the parties may
apply with the labor disputes mediation commission for mediation. If no
agreement may be reached through such mediation, the parties may apply for
arbitration or litigation.

      


      Article 28 Matters not
mentioned herein or difference between the contract and the applicable rules of
the state and the province, the applicable rules must prevail.

      


      Article 29 The contract takes
effect from the date when Party A and Party B sign the same. The contract is
made in two counterparts. Each party holds one counterpart.

      


      
        
          	
                  Party
      A (company stamp)

                	 
      	
                  Party
      B: Xiaoguo
      Cui

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Legal
      representative: Yuan Kou

                	 
      	
                  Date:
      Oct.1, 2008

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  Authorized
      representative: (signature and stamp)

                	 
      	 
      


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment 1:
            Agreement on Protection of Trade
Secrets

      Party
A:

      Party
B:

      As Party
A may discloses to Party B or Party B may obtains during work or due to trust
some materials which are valuable in terms of business or confidential when
working for Party A, Party B hereby agrees not to use or disclose any
confidential material without consent. Party B clearly understands and agrees to
accept to be bound by the following terms.

      I.     The
trade secrets referred to herein are the technical information and the
operation    information not known to the public and in
close relation with the economic benefits of Party A.

      1.     Party
A refers to Party A and its affiliates (any enterprise, corporation or other
entity of which the shares are presently or in future, directly or indirectly
held by Party A).

      2.     technical
information and operation information referred to herein include: the commercial
and financial plan, the business opportunities, the salary status and rules and
regulations, the design, program, formula, techniques and other technical data
and original data of previous current or future products or software, the
sources of the goods, the production and marketing strategies, the list of
employees and customers of Party A; and other information which Party B may
obtain and is in close relation with the economic benefits of Party
B.

      II.     Party
B is obligated to keep the trade secrets of Party A confidential. Party B
renders the following undertakings regarding any and all the trade secrets of
Party A known by it before or after the conclusion of the contract:

      1.      not
to disclose or divulge the proprietary information to any person, including the
persons other than the employees or the company of Party A;

      
        2.      not to
take the trade secrets out of the position;

      

      
        3.      not to
take other acts which may infringe the confidential information of Party
A.

      

      III.    The
technical and operation information generated by Party B during work belongs to
Party A. Party B must take the initiative to and timely report and deliver the
relevant information to Party A. Party B agrees to return the relevant documents
and materials and the medias, including the discs and other storage media, to
Party A when the employment relationship with Party A is terminated or within
three days upon the request of Party A.

      IV.    The
on-duty achievements generated by Party B due to his/her employment with Party A
belongs to Party A. Party A is entitled to such rights related to the work as
copyright and patent. Party B must assist Party A to realize and protect the
said rights and render the reasonable assistance to the person authorized by
Party A to use such work.

      V.      Party
A must render the awards to Party B regarding the important technical and
operation information or inventions generated by Party B.

      VI.     Restrictions
on publication. Party B must not publish any article or speech related to the
business information of Party A without the written permission from Party
A.

      VII.    Prohibitions
on part-time work. Party B undertakes not to carry out any part-time work when
working for Party A.

      VIII.   Party
B undertakes not to directly or indirectly own, manage, operation, participate
in, control or be employed by any company or other organization competitive with
Party A when working for Party A and within two years after the termination of
the employment relationship in China or other places where Party A or its
affiliates operate.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IX.     Liabilities
for breaching the contract. Where Party B breaches the contract and so causes
damage to or loss of Party A, Party A may require Party B to undertake the
liabilities for breaching the contract according to the Law on Non Competition
and the Several Rules on Prohibition of Infringement of Trade Secrets
promulgated by State Administration of Industry and Commerce.

      
        1.      to
apologize on the media;

      

      2.      to
stop the infringement and adopt the remedy measures to prevent the damage to and
the loss of Party A from expanding;

      3.      to
indemnify Party A’s economic loss including the direct and the indirect economic
loss of Party A so caused (including the loss of predictable profits, litigation
fees and loss of appraisal of social benefits);

      4.      to
be required to undertake the criminal liabilities: to undertake the reasonable
attorney fees, litigation fees and arbitration fees so paid by Party
A)

      X.     The
Agreement is the attachment to the Employment Contract between Party A and Party
B and takes effect from the date when signed by both parties together with the
Employment Contract. In addition to the obligations of confidentiality
stipulated herein, Party B must also follow the code of conduct stipulated by
Party A.

      
        
          
            	
                    Party
      A    

                  	 
      	
                    Party
      B

                  
	
                    (stamp)

                  	 
      	
                    (signature
      and stamp)

                  
	
                    Authorized
      representative (signature)

                  	 
      	
                    date

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
2:             Instructions and Labor
Disciplines

      For the
purpose of regulating the employee’s daily act, establishing the code of
conduct, decreasing the mistakes in daily work, ensuring the smooth operation of
the various work and adapting the employee’s acts with the development of the
company, the company stipulates the followings labor disciplines:

      I,
Instructions

      
        
          	
                  1.

                	
                  The
      employee must provide the materials according to the offer letter or the
      oral notice and ensure the materials are authentic. In case of any change
      to such materials, the employee must notify the person in charge of human
      resources within one week to update the personal file. Where the employee
      is unable to timely provide or provide authentic materials and the
      materials so provided are invalid, the employee must be liable for the
      damage to or the loss of or the negative influence on the company or the
      individual so caused.

                


        

      

      
        
          	
                  2.

                	
                  The
      employee must ensure that he/she has not employment relationship with the
      original company before entering the company. If the employee conceals the
      fact and any third party require the company to undertake the liabilities
      while the company concludes the employment contract with the employee
      without any knowledge of the fact, the employee must be liable for the
      damage to or the loss of the company so caused and the company has the
      right to require the employee to undertake the
  liabilities.

                


        

      

      
        
          	
                  3.

                	
                  The
      department will appraise the employee’s performance on a regular basis
      (during the probation period, the mid of the year or the end of the year)
      mainly to summarize the employee’s previous performance, problems,
      corrections and to plan to future. The appraisal results will be the basis
      to transfer the employee to official employee, to promote the employee, to
      adjust the employee’s salary and to distribute the bonus. The new employee
      understands and follows the standards and results of the appraisal during
      the probation period. Where the employee is unable to meet the
      requirements or materially breaches the rules of the company during the
      probation period, the company has the right to terminate the employment
      contract with the employee and the employee must properly hand over the
      work.

                


        

      

      
        
          	
                  4.

                	
                  Where
      the employee requires for resignation, he/she must apply with the company
      in writing in person three days during probation period or thirty days in
      advance after the probation period. Where the employee leaves without
      proper formalities, the company reserves the right to require the employ
      to undertake the indemnity.

                


        

      

      
        
          	
                  5.

                	
                  The
      person in charge of the department is responsible to arrange the work for
      the employee and has the right to adjust the employee’s work based on the
      needs of the company and after negotiations with the employee. Where the
      work environment is related to the occupational safety, the company will
      provide the corresponding labor protective measures. The company may
      adjust the work place and position after negotiations with the employee if
      the same is stipulated in the employment contract and the parties must
      agree on the details in
writing.

                


        

      

      
        	
                6.

              	
                The
      employee must not carry out part-time work without the written approval by
      the company.

              


      

      
        
          	
                  7.

                	
                  The
      employee must improve his/her awareness of safety, ensure the safety of
      the place of work, not to store his/her precious articles in company. In
      case of any loss of the goods or the articles of the company due to the
      employee’s violation of the management rules or negligence, the employee
      must undertake the liabilities of indemnification. Where the liable person
      may not be determined, all the employees must undertake the liabilities
      together.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      II.
Labor Disciplines


      Where the
employee is involved in the following conditions, the company reserves the right
to dispose or rescind or terminate the employment relationship with the employee
as the case may be:

      
        	
                ·

              	
                D.
      the company will circulate a notice of criticism and deduct 1-5 points
      under the following conditions:

              


      

      
        	
                 
      

              	
                Ø

              	
                Not
      to wear the uniforms or brand as stipulated affecting the image of the
      company;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      go to other position, chat, make noise, play with others, read books and
      magazines (newspaper and magazine) and surfing on the websites not related
      to work, chat online, play games or act in other ways not related to work
      during working hours;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      make fraudulent attendance record or alter the attendance
      record

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      make fraudulent appraisal record or conceal the appraisal
      record;

              


      

      
        	
                 
      

              	
                Ø

              	
                Not
      to provide the reports or other tasks in time affecting the
      work;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      make many mistakes or obvious mistakes in work reports or make mistakes
      possibly affecting the economic
matters:

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      damage or waste the company articles in insignificant
  way;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      be arrogant or rude or be
complained;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      violate the various rules and regulations in other insignificant
      ways;

              


      

      
        	
                 
      

              	
                Ø

              	
                Not
      to timely stop and dispose the employees involved in the said conditions
      as the person on site or the known management
  personnel.

              


      

      
        
          	
                  ·

                	
                  E.
      the company will circulate a notice of criticism and deduct 6-10 points
      under the following
conditions:

                


        

      

      
        	
                 
      

              	
                Ø

              	
                To
      be punished under D for twice within the
year

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      be arrogant and/or rude when receiving the customers causing the customers
      to be unsatisfactory;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      be complained by the customers;

              


      

      
        	
                 
      

              	
                Ø

              	
                Not
      to check the inventory as required or to give the untrue
      inventory-checking information or conceal the
  facts.

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      damage the important documents, receipts, articles and resources of the
      company due to negligence;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      report fraudulent financial or sales
data;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      damage the equipment, lose the materials or delay the working period in
      the insignificant way due to the improper management by the management
      personnel;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      do personal work by utilizing the company’s resources without
      permission;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      violate the various rules and regulations in other significant
      ways;

              


      

      
        	
                ·

              	
                F.
      the company will circulate a notice of criticism and deduct more than 10
      points and reserve the right to dismiss the employee under the following
      conditions:

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      be punished under D for three times or under E for twice within the
      year;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      quarrel vehemently with the customers in the shopping
  mall;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      forge the account and data and to fraudulently report the
      work;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      forge data or provide false data so that the company makes mistakes in
      making decision and the operation and the development of the company is
      affected;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      forge the customer’s comments, praise letters, praises flags for
      commendation and/or reward;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      forge and conceal the Hukou, ID and education
  certificates;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Ø

              	
                To
      cheat the company in other ways causing material or bad
      influence;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      insult, slang, intimidate or threaten by violent methods, fight, fight
      together with the colleagues, or to cause matters on purpose materially
      affecting the working order of the
company;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      bribe, accept bribery, ask for bribery, offer bribery, ask for tips, seek
      for personal interests, occupy, hold or misappropriate the company funds
      or the funds not belonging to him/her and seek for profits by improper
      methods;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      disclose or lose the company’s important secrets, properties or resources
      causing material loss to the company or disclose to the competitors the
      key technology, marketing strategies, management methods, salary policies
      of the company, or to occupy or introduce to others the business of the
      company;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      thieve or steal in other ways the properties of the company or to collude
      with others to do the same,

              


      

      
        	
                 
      

              	
                Ø

              	
                Not
      complete the work task resulting in material influence or
      damages;

              


      

      
        	
                 
      

              	
                Ø

              	
                To
      be negligent or make material mistakes in other ways and to be
      dismissed.

              


      

      III.
The Instruction and Labor Disciplines is the attachment to the Employment
Contract and has the same legal force and effect as the Employment
Contract.

      The
employee undertakes that: the employee understands and accepts the said
provisions and will strictly follow the same in daily work, and in case of any
violation, the employee accepts the punishment imposed by the
company.

      


      Confirmed
by the employee:                                         
        date: