Unassociated Document


     



    AMENDED
EMPLOYMENT AGREEMENT

     

    PRIVATE &
CONFIDENTIAL

     

    September
14, 2010

     

    Dear Mr.
Angell Chang:

    


    In
exchange for consideration duly received, the Employment Agreement originally
entered into on June 11, 2010 is hereby amended and restated as
follows:

    


    We are
pleased to write to you on behalf of Lizhan Environmental Corporation (“Lizhan”
or the “Company”), to confirm our offer to employ you with the Company. Set out
below are the terms and conditions of your employment agreement (the
“Agreement”).

     

    TERMS AND
CONDITIONS OF EMPLOYMENT

     

    
      	
              1

            	
              JOB
      TITLE AND DUTIES:

            


    

     

    
      	
              1.1

            	
              You
      will be employed by the Company as Chief Financial Officer and shall work
      for the Company in this capacity.

            


    

     

    
      	
              1.2

            	
              Your
      duties will be those assigned to you by the CEO and Chairman. In addition
      to the duties normally associated with your job title, you may from time
      to time be required to take on additional or other duties as necessary to
      meet the needs of the business; provided, however, that in changing your
      powers or duties at any time the Company shall not act unreasonably,
      taking into account your qualifications and
  experience.

            


    

     

    
      	
              1.3

            	
              Your
      duties will include responsibility for Lizhan’s operations, including but
      not limited to:

            


    

     

    
      	
                

            	
              A.

            	
              Daily
      financial operation management

            
	
                

            	
              B.

            	
              Interface
      with capital market investors and
intermediaries

            


    

    
      	
                

            	
              C.

            	
              Preparing
      for the company IPO process

            


    

     

    
      	
              1.4

            	
              You
      will functionally report to the CEO and Chairman. The scope of your role
      may be increased based upon your performances review in 3-6
      months.

            


    

     

    
      	
              1.5

            	
              You
      agree to comply with all reasonable requests and instructions from the
      Company and will faithfully serve the Company to the best of your ability.
      You shall use your best endeavours to promote, develop and extend the
      business of the Company and you shall not do or permit to be done anything
      that would cause the Company to suffer prejudice, loss or
      injury.

            


    

     

    
      	
              1.6

            	
              You
      will devote the whole of your time and attention to your duties during
      your working hours (as defined in Section 8
  below).

            


    

     

    
      	
              2 

            	
              START
      DATE AND CONTRACT DURATION

            


    

     

    
      	
              2.1

            	
              Your
      employment under this Agreement begins on a mutually agreed date between
      you and the Company but no later than July 1, 2010 (the “Start Date”) and
      shall continue for a contract term of 24 months, renewable upon
      expiration.

            


    

    


     

    Page
1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              3

            	
              SALARY
      & INCOME TAX

            


    

     

    
      	
              3.1

            	
              As
      compensation for the services rendered by you, the Company will pay you a
      base salary of US$150,000 per annum. (If paid in RMB, the Company shall
      apply the median currency exchange rate for electronic wire transfer on
      the date of payment) The base salary will be paid monthly in
      arrears.   You will be responsible for paying your own income
      taxes.

            


    

     

    
      	
              3.2

            	
              The
      Company will provide you transportation as well as a living quarter, which
      shall be a furnished two bedroom apartment, on site during your
      employment.

            


    

     

    
      	
              4

            	
              EXPENSES

            


    

     

    
      	
              4.1

            	
              You
      shall be reimbursed for all reasonable out of pocket expenses wholly,
      necessarily and exclusively incurred by you in carrying out your duties on
      the Company’s business in accordance with Company policy; provided,
      however, that such expenses must in each case be evidenced in the manner
      required and approved by the
Company.

            


    

     

    
      	
              5

            	
              HOURS
      OF WORK

            


    

     

    
      	
              5.1

            	
              Your
      normal hours of work are from 8:00 am to 5 pm, Monday to Friday, with one
      hour break for lunch, save that you agree that you will vary your starting
      lime and finishing time or work such reasonable additional hours as are
      necessary to satisfactorily complete your duties and satisfy the business
      interests of the Company. You hereby agree and acknowledge that your
      salary level has been designed to compensate you adequately for such
      flexible scheduling. For the avoidance of doubt, you will not be eligible
      for any overtime payment.

            


    

     

    
      	
              6

            	
              HOLIDAYS,
      VACATION AND MEDICAL

            


    

     

    
      	
              6.1

            	
              The
      Company’s holiday year runs from 1st January to 31st December. If your
      employment ends part way through a holiday year, your holiday entitlement
      for that year will be assessed on a pro rata
  basis.

            


    

     

    
      	
              6.2

            	
              You
      are eligible to receive 20 days of paid annual leave per year besides the
      public holidays observed by the
company.

            


    

     

    
      	
              63

            	
              Annual
      leave accrued but not taken will be forfeited. If you have taken vacation
      in excess of your entitlement, an appropriate deduction will be made from
      any final salary payment; unused vacation days for any calendar years
      shall not roll-over to the following calendar year. For these purposes,
      your employment is deemed to end on the last day actually worked and is
      not extended by any public holiday, unused vacation entitlement or payment
      in lieu of notice.

            


    

     

    
      	
              6.4

            	
              The
      Company will provide standard International medical insurance and
      benefits.

            


    

    


     

    Page
2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7

            	
              COMPANY
      PROCEDURES AND STANDARDS, CONDUCT, PUBLIC
  STATEMENTS

            


    

     

    
      	
              7.1

            	
              The
      Company may from time to time introduce day-to-day procedures and
      practices.   You must comply with the Company’s policies
      notified to you from time to time, in particular relating to use of PC
      equipment, passwords, the Internet and e-mail, and procedures for
      minimising the introduction of viruses or other bugs into the Company’s
      computer equipment or networks. Failure to comply may lead to disciplinary
      action including, where appropriate,
dismissal.

            


    

     

    
      	
              7.2

            	
              As
      an employee, you are an ambassador of the Company and whilst on Company
      business you will not conduct yourself in an unprofessional or unethical
      manner or in a manner that may or may be likely to discredit the Company.
      Failure to abide by an appropriate standard of conduct in this regard may
      subject you to disciplinary action including, where appropriate,
      dismissal.

            


    

     

    
      	
              7.3

            	
              During
      or after the end of your employment you will not make any untrue or
      misleading statement about the Company or any of its/their officers or
      employees.

            


    

     

    
      	
              8

            	
              CONFIDENTIAL
      INFORMATION

            


    

     

    
      	
              8.1

            	
              For
      the purposes of this letter “Confidential Information” means any and all
      information which relates to the Company which has come or may come into
      your possession or control by virtue of your employment under this
      agreement, including, but not limited to, intellectual property, data,
      software, proprietary information, know-how, designs, and any other
      material bearing or incorporating any information relating to the Company
      and/or any client or customer of the Company to whom the Company owes a
      duty of confidentiality, and any and all information relating to the
      finances, business or future plans of Company disclosed to you at any time
      during the course of or by virtue of your
  employment.

            


    

     

    
      	
              8.2

            	
              During
      your employment or thereafter, you shall not at any time use or exploit
      except for the benefit of the Company or disclose to any third party any
      Confidential Information except:

            


    

     

    
      	
                

            	
              (a)

            	
              with
      the express written consent of the CEO;

            
	
                

            	
              (b)

            	
              in
      compliance with an order of a court;
or

            


    

    
      	
                

            	
              (c)

            	
              where
      the Confidential Information is in the public
  domain.

            


    

     

    
      	
              8.3

            	
              You
      shall during your employment:

            


    

     

    
      	
                

            	
              (a)

            	
              use
      all reasonable endeavours to prevent the unauthorised use or disclosure of
      any Confidential Information by any other officer, employee or contractor
      of the Company; and

            
	
                

            	
              (b)

            	
              be
      under an obligation promptly and fully to report to the Company any such
      unauthorised use or disclosure of any Confidential Information, which
      comes to your knowledge.

            


    

     

    
      	
              9

            	
              DATA
      PROCESSING

            


    

     

    
      	
              9.1

            	
              By
      signing this Agreement you consent to the Company Processing Personal Data
      and Sensitive Personal Data during your employment and, where reasonably
      necessary, to the transfer of such data to the Company based outside your
      basic area to which you have transferred or in respect of which you
      provide your services. Any such data, which is so transferred, shall
      continue to be handled in accordance with security measures and good
      practice to ensure no unauthorised or unlawful processing. Company
      acknowledges it will not misuse or abuse sensitive personal data, of any
      kind, and will comply with prevalent privacy protection
    law.

            


    

    


     

    Page
3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              9.2

            	
              For
      the purposes of this Section 15, the following words and expressions shall
      have the following meanings:

            


    

     

    “Personal
Data” means any data, which relates to you, if you can be identified from that
data and other information in the possession of the Company and includes any
expression of opinion about you, and any indications of intention of the Company
or a third party concerning you;

     

    “Processing”
means obtaining, recording or holding data and includes organising, adapting or
altering data, using or consulting data, disclosing data by transmission or
otherwise making the data available within the scope of the Data Protection Act
or destroying the data; and

     

    “Sensitive
Personal Data” means information concerning your race, ethnic origin, political
opinion, religious beliefs, trade union involvement or the commission or alleged
commission by you of any offence and any proceedings relating to that
offence.

     

    
      	
              10

            	
              DISCIPLINARY/GRIEVANCE

            


    

     

    
      	
              10.1

            	
              Should
      the Company be dissatisfied with your performance or conduct or if you are
      dissatisfied with any disciplinary decision it is the Company’s policy to
      follow the disciplinary procedure, which is in force at the relevant time.
      If you wish to seek redress for any grievance relating to your employment
      (other than relating to a disciplinary decision), then you should use the
      Company’s grievance procedure, which is in force at the relevant time.
      These procedures are policies only and are not contractual documents. They
      do not, therefore, give rise to any contractual entitlement on your
      part.

            


    

     

    
      	
              10.2

            	
              In
      order to investigate an allegation of misconduct or poor performance
      against you or to investigate a grievance, the CEO is entitled to suspend
      you on full pay for so long as the CEO deems to carry out a proper
      investigation and to hold, if appropriate, a disciplinary
      hearing/grievance meeting.

            


    

     

    
      	
              11

            	
              TERM
      AND TERMINATION OF EMPLOYMENT

            


    

     

    
      	
              11.1

            	
              The
      duration of the contract term is 24 months from Start Date, renewable at
      the end of the period.

            


    

     

    
      	
              11.2

            	
              The
      Company will not terminate your employment hereunder during the first 12
      months of the contract term Without Cause. After the first 12 months, the
      Company may terminate your employment by delivering a 3 month written
      notice Without Cause. You will have the right, upon delivery of 3 months
      prior written notice to the CEO of the Company, to terminate your
      employment hereunder at any time prior to the expiration of the contract
      term Without Cause.

            


    

     

    
      	
              11.3

            	
              The
      CEO Company may, upon the delivery of a prior 30 days written notice,
      terminate your employment prior to the expiration of the contract term for
      Cause, as defined below. For purposes of this agreement, “Cause” shall
      mean: (i) gross negligence or willful misconduct in the performance of
      your duties to the Company; (ii) repeated unexplained or unjustified
      absence from the Company or poor performance of assigned duties; (iii) a
      material and willful violation of any law; (iv) refusal or failure to act
      in accordance with any specific direction or order of the Company; (v)
      commission of any act of fraud with respect to the Company; (vi)
      conviction of a felony or a crime involving moral turpitude causing
      material harm to the standing and reputation of the Company, in each case
      as determined by the Board of Directors of the Company; or (vii) use of
      any Company premises or equipment for any purposes other than Company
      business.

            


    

    


     

    Page
4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              On
      the termination of employment for whatever
  reason:

            


    

     

    
      	
                

            	
              (a)

            	
              you
      shall deliver to the Company all original and photo-copied materials,
      equipment, documents and other property of any nature belonging to or
      relating to the business of the Company (including all keys, personal
      computers, books, discs) which are in your possession, custody or control
      at that time, and neither you nor any person on your behalf may retain
      copies of any such documents or other copy-able
  property;

            
	
                

            	
              (b)

            	
              you
      shall make every effort to mitigate any losses you may incur in connection
      with the termination of your
employment.

            


    

     

    
      	
              11.5

            	
              The
      termination of this Agreement for whatever reason shall not operate to
      affect any provision which operates or has effect (or is expressed so to
      do) thereafter and shall be without prejudice to any other accrued rights
      or remedies of either of the parties to this
  Agreement.

            


    

     

    
      	
              11.6

            	
              After
      the termination of your employment, you shall not at any time or for any
      purpose use for your own benefit or to the detriment or intended or
      probable detriment of the Company:

            


    

     

    
      	
                

            	
              (a)

            	
              the
      name of the Company in connection with your own business or the business
      of another; or use any other name or otherwise represent yourself in any
      way calculated or likely to suggest that you are or have been connected
      with the Company’s business; or

            
	
                

            	
              (b)

            	
              any
      information which you may have acquired in the course of or incidental to
      your employment concerning the Company and/or any of its/their customers
      or clients and/or its/their business
affairs

            


    

     

    provided,
however, that this restraint shall not prevent you from disclosing the name of
the Company or any associated company with whom you have worked on a bona fide
curriculum vitae.

     

    
      	
              11.7

            	
              In
      the event that the Company breaches the Section 11.2 of this Agreement and
      terminates your employment Without Cause, the Company will pay you: (i)
      within 30 days of your termination, in a lump-sum, any unpaid bonus
      awards, reimbursable expenses and benefits owing to you through the day on
      which your employment terminated. (ii) within 30 days of your termination,
      in a lump-sum, a severance payment in an amount equal to the unpaid base
      salary for 12 months.

            


    

     

    
      	
              11.8

            	
              In
      the event that the Company terminates your employment for Cause, or you
      voluntarily terminate your employment, the Company will pay you: within 30
      days of your termination, in a lump-sum, any unpaid portion of your base
      salary proportional to the number of months you have served the Company
      for, any unpaid bonus awards, reimbursable expenses and benefits owing to
      you through the day on which your employment
  terminated.

            


    

     

    
      	
              11.9

            	
              The
      termination of this Agreement for whatever reason shall not operate to
      affect any provision which operates or has effect (or is expressed so to
      do) thereafter and shall be without prejudice to any other accrued rights
      or remedies of either of the parties to this
  Agreement.

            


    

    


     

    Page
5

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              12

            	
              SUBSEQUENT
      EMPLOYMENT

            


    

     

    
      	
              12.1

            	
              For
      a period of 3 months after the termination of your employment hereunder,
      you may not accept employment with any client or customer (excluding
      investors or investment banks) of the Company with whom you have had
      dealings within 12 months immediately preceding the of termination of your
      employment except with the prior written permission of the CEO. The CEO
      may refuse such agreement without being obliged to assign any reason for
      such refusal.

            


    

     

    
      	
              12.2

            	
              For
      a period of 24 months following termination, you may not solicit or entice
      away or offer employment to or endeavour to solicit or entice away or
      offer employment to any person who has, at any time during the period of
      12 months immediately preceding your termination date, been an employee,
      officer or manager of the Company, whether or not such person would commit
      a breach of contract by reason of leaving the employment, office or
      service of the Company.

            


    

     

    
      	
              12.3

            	
              You
      shall not, for a period of 6 months after the termination of your
      employment hereunder, either on your own behalf or in conjunction with or
      on behalf of any person, firm or Company, carry on or be engaged,
      concerned or interested directly or indirectly in carrying on business in
      competition with any business of the Company at the time of such
      determination in any territory in which the Company carries on business at
      such time.

            


    

     

    
      	
              12.4

            	
              To
      the extent that the Company is required in any territory to compensate you
      for your undertakings under this Section 12, the Company may, at the
      termination of your employment, at its sole discretion, elect to pay you
      such minimum amount of compensation as required by the laws of such
      territory, to effectuate your undertakings within such
      territory.

            


    

     

    
      	
              13

            	
              OTHER
      TERMS

            


    

     

    
      	
              13.1

            	
              Without
      prejudice to any other provisions of this letter, you agree to disclose to
      the Company any of your non-Company business which may reasonably be in
      conflict with the business or activities of Company or such of its
      subsidiaries, holding or associated Companies, at the date hereof or in
      which you may subsequently become involved during the period of your
      employment by the Company, in reasonable detail to the satisfaction of the
      Company.

            


    

     

    
      	
              13.2

            	
              There
      are no terms relating to collective agreements. This Agreement supersedes
      all other agreements other than those expressly referred to in this
      Agreement whether oral or written between the Company and you relating to
      your employment and you acknowledge and warrant to the Company that you
      are not entering into this Agreement in reliance on any representation not
      expressly set forth in this
Agreement.

            


    

     

    
      	
              13.3

            	
              The
      waiver by the Company of any breach of any term of this Agreement shall
      not prevent the subsequent enforcement by the Company of that term and
      shall not be deemed to be a waiver of any subsequent
    breach.

            


    

     

    
      	
              13.4

            	
              In
      the event that any provision shall be held invalid or otherwise
      unenforceable it is intention of the parties and it is hereby agreed that
      the balance of the Agreement shall be deemed to be severable there from
      and shall remain in full force and effect and that any provision which is
      held invalid or unenforceable as written shall nevertheless remain in full
      force and effect to the extent allowed by the Courts of HK SAR of
      PRC.

            


    

     

    
      	
              13.5

            	
              This
      Agreement and all other aspects of the Employee’s employment shall be
      governed by and construed in accordance with the laws of HK SAR of PRC and
      the courts of HK SAR of PRC shall be the proper venue with respect to any
      dispute between the Company and
you.

            


    

    


     

    Page
6

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14

            	
              INDEMNIFICATION
      AND INSURANCE

            


    

     

    
      	
              14.1

            	
              The
      Company will provide customary indemnification and director insurance
      typical of a Chinese company listed on US
  exchanges.

            


    

    


    
      	
              Lizhang
      Environmental Corporation

            


    

     

    
       

      
        
          
            	 	 	 	 	 
	
                    

                  	 	 	
                  	 
	
                    Name

                  	 	 	
                  	 
	
                    Title 

                  	 	 	
                  	 


          

        

      

      
        
          	 
      	
                  2010.9.14

                


        

      

      
         

        I read
the contract and accept the offer of employment by signing below:

         

         

      

      
        	 	 	 	 	 
	
                

              	 	 	
              	 
	
                Name     
      ANGELL CHANG   

              	 	 	
              	 
	
                Title 

              	 	 	
              	 


      

      
        	 
      	
                2010.9.14