Unassociated Document


    


    Labor
Contract

    


    Party
A: Shangji Online (Beijing) Network Technology Co., Ltd.

    Address: 2nd
Floor, Building 6, Yuquan Industry Huigu Park 3
Minzhuang Road, Haidian District, Beijing

    Legal
Representative: CHENG Handong

    


    Party
B: WU Li (Employee)

    Resident
ID Card No.: 422201197809031346

    Resident
registration: Kaocheng City, Hubei Province

    Contact
Phone:

    


    Based on the need of its business
development, Party A will employ Party B as an employee of the
company.  Party A and Party B, through friendly consultation on the
equal basis, have reached the following agreement in accordance with the
relevant State labor laws and statutes and regulations.

     

    Article
I Term of the Contract

     

    1.           The
two parties agree that the term of this contract shall be based on  (1) of the
following:

     

    (1)           Fixed
term: 3 years from May 1, 2009 to April 30, 2012 (excluding probation
period)

     

    (2)           Unfixed
term:

     

    (3)           Term
as required for completion of the assignment:

     

    Article
II Post and Scope of Work

     

    2           Based
on Party A's need, Party B will be employed and posted in the media department
for media work; Party A shall have the right to promote Party B or adjust Party
B's department or position based on the business need and on Party B's ability
and performance.  Party B must not refuse any change and arrangement
made by Party A,  and must perform the duties required of the new post
and accept the salary after such change; such change in post and salary will be
specified on the "Change and Adjustment Form."

    


    3.           Party
B must complete the quantity of work or tasks as required by Party A, meet the
quality standards and take good care of the office items and office equipment
within his working environment;

    


    Article
III Work Hours, Holidays and Vacation

     

    4.           Pursuant
to the relevant State regulations, Party A adopts the 5-day work week, with the
number of working hours not more than 44 hours per week;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.           Party
A may arrange Party B for work in extended  hours or overtime work
based on its business need and in accordance with the provisions of relevant
laws;

    


    6.           Party
A will protect Party B's right to have rest and Party B is entitled to off days,
holidays, marriage/bereavement days off and maternity leave in accordance with
the law;

     

    Article
IV Compensation

     

    7.           Party
A will determine Party B's salary compensation and payment method according to
the company's salary rate standard and evaluation method and in consideration of
Party B's work performance in his post.  Party B's salary will be
adjusted based on his achievement at work, its post and the company's operation
conditions; however, his salary shall not be lower than the minimum salary
standard set by the local government.  Party B must be responsible for
his personal income tax levied on this salary income and Party A will withhold
and pay such personal income tax on his behalf.

    


    Employee salary is the company's
confidential information and each employee shall have the obligation to keep it
confidential and shall not reveal it.  If any employee is found to
have revealed such information, the company reserves the right to take actions,
including economic penalty of up to the total of the employee's previous
12-month's salary and dismissal.

    


    8.           If
Party A arranges work in extended hours or overtime work for Party B, such
arrangement must be handled in reference of the "Employee
Handbook."

     

    Article
V Insurance and Benefits

     

    9.           During
the term of the contract, Party A must process medical insurance, pension
insurance, unemployment insurance and workmen compensation insurance for Party B
in accordance with the relevant State regulations.  If Party B will
participate in social labor insurance, Party A will deduct from his salary the
amount for which he is personally responsible.

    


    10.           During
the term of the contract, Party B is entitled to other benefits set forth in the
"Employee Handbook."

    


    11.           If
Party B contracts occupational disease or is injured at work, his salary and
medical insurance will be handled in accordance with the relevant regulations of
the State and Beijing government;

    


    12.           If
Party B is ill or is injured outside of work, his salary and medical insurance
will be handled in accordance with the relevant regulations of the State and
Beijing government; however, cases of Party B's self-mutilation, contracting
disease or being injured not because of work, or any  injury or
sickness as a result of his violating State laws and statutes are
excepted;

     

    
      
         

      

      
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    13.           If
Party B has already contracted certain disease, such that he does meet the
health standard required of the Party A's post, and Party B withholds such
information, he must be responsible for all the resulting
expenses.


    


    Article
VI Rights and Obligations

     

    14.           Party
A's Rights

     

    (1)           Party
A has the right to formulate company rules and policies as standards for Party
B's behavior in accordance with the law and statutes and supervise their
implementation; Party A has the right to administer penalty if Party A violates
the company's rules and regulations;

     

    (2)           Provide
education and training to Party B and supervise Party B in completing the
required tasks according to the duties of his post.

     

    (3)           During
the term of the contract, Party A has the right to change or adjust Party B's
post based on the business need;

    


    15.           Party
A's Obligations

     

    (1)           Party
A must conduct its business activities in accordance with and adherence to the
relevant PRC laws and statutes;

     

    (2)           Party
A must abide by the State laws and statutes, establish company rules and
policies and provide to Party B training on lawful behavior and disciplines,
professional ethics and technical skills;

     

    (3)           Party
A must provide to Party B work environment, working condition, equipment and
tools required for Party B's work.

    


    16.           Party
B's Rights

     

    (1)           Party
B is entitled to labor protection, insurance and vacations from Party
A;

     

    (2)           To
receive compensation, bonus and subsidies in accordance with certain
regulations;

     

    (3)           To
request mediation, arbitration or resort to legal proceedings in the event of
any disputes during the term of the contract;

    


    17.           Party
B's Obligations

     

    (1)           Party
B must comply with the PRC laws and statutes, follow the company's rules and
policies and abide by the labor disciplines;

     

    (2)           Party
B must have his own personal computer while working at the company and guarantee
that all the software programs therein are duly licensed; Party B shall be
responsible fro all the disputes, conflicts and legal liabilities arising from
the use of such software programs;

     

    (3)           During
the term, and within one year after the dissolution, of this contract, Party B
shall maintain confidentiality on all the company's commercial secrets and shall
not use, or allow others to use or reveal to others, Party A's technological and
operational information; Party B shall not engage in any part-time work for
other companies and any work that competes with the company's business; "Others"
include:

     

    
      
         

      

      
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    (a)           Anyone
within the company not authorized by Party A to receive or use such
information.

     

    (b)           Anyone
outside the company not authorized in writing by Party A to receive or use such
information.

     

    (4)           Within
one year after the dissolution of this contract, Party B shall not access or
provide to a third party any information regarding Party A's customers or
clients obtained during the term of his employment.

     

    (5)           When
leaving his post, Party B must perform proper handover work and return to Party
A all the records, notebooks and other material related to his field of work,
including photo copies and software programs, to Party A;


    


    Article
VII Liability for Breach

     

    18.           During
the term of the contract, any of the following acts by Party B shall be
considered a breach:

     

    (1)           Dissolving
this contract without authorization and prior notice;

     

    (2)           Violating
Party A's labor disciplines or operation policies;

     

    (3)           Engaging
in his own business of similar nature or accepting employment appointment at
other companies in the similar business that compete with Party A;

     

    (4)           Revealing
the company's commercial secrets;

     

    (5)           Other
actions in violation of the provisions herein.

     

    Upon the occurrence of any of the
above, Party A shall have the right to suspend the payment of Party B's salary
and demand Party B to be responsible for all the resulting
loss.


    


    Article VIII Revisions, Renewal,
Termination and Dissolution of the Labor Contract

     

    19.           Revision
of the Labor Contract

     

    Party A and Party B may revise certain
relevant contents herein under the following circumstances:

     

    (1)           Party
A changes its business or adjusts its operation projects;

     

    (2)           Party
A and Party B both agree through consultation and on condition of not harming
the interest of the State and that of both parties;

     

    (3)           When
certain provisions of the law or policies are revised or voided;

    


    20.           Renewal
of the Labor Contract

     

    Toward the expiration of the term of
this contract, if Party A has business need and Party B submits an application,
this contract can be renewed after consultation between the two parties; the
both parties hereto must express intent for renewing the contract 30 days prior
to the expiration hereof.  This contract naturally terminates if the
two parties fail to reach agreement regarding its renewal.

    


    21.           Termination
of the Labor Contract

     

    (1)           When
the term hereof expires or the tasks hereunder are completed, the performance of
this contract is terminated;

     

    
      
         

      

      
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    (2)           When
any occurrence of Force Majeure renders it impossible to perform this
contract;

     

    (3)           Upon
confirmation by government authorities that Party A ceases to conduct its
business, is shut down due to the expiration of the term of its joint operation
or joint venture, declares or faces bankruptcy and is in the legally mandated
reorganization period;

    


    22.           Dissolution
of the Labor Contract

     

    (1)           This
contract can be dissolved when both parties agree after
consultation;

     

    (2)           If
Party B issues written notice 30 days in advance to Party A, this contract may
be dissolved;

     

    (3)           Upon
the occurrence of any of the following, Party A may dissolve this
contract:

     

    (a)           Party
B seriously violates the company's labor disciplines or rules and policies, is
negligent of his duties, engages in fraud, thus causing material harm to the
company's interest;

     

    (b)           Party
B establishes labor relationship with other companies during his term of this
contract, thus causing material interference with performing his tasks and, when
Party A's demands, refuses to correct his actions;

     

    (c)           Party
B causes Party A, by deceptive and fraudulent means, to enter into or revise
this contract contrary to Party A's true intent;

     

    (d)           Party
B reveals Party A's technical and operational information during his term of
employment;

     

    (e)           Party
B is pursued for criminal liabilities according to the law;

     

    (4)           Upon
the occurrence of any of the following, Party A may dissolve this contract after
issuing a written notice to Party B 30 day in advance or after paying Party B
one month's salary:

     

    (a)           After
required  period of treatment for illness or injury not related to
work, Party B is unable to perform his original work and other work arranged by
Party A;

     

    (b)           
Party B is incompetent for his work and is still incompetent after receiving
training or changing of his post;

     

    (c)           The
occurrence of change in the objective situation, on which the execution of this
contract is predicated, that renders it impossible to perform this contract, and
the two parties fail to reach agreement on the revision of this contract after
consultation.

     

    (5)           In
any of the following circumstances, Party A cannot dissolve this contract
pursuant to provision 22.(4):

     

    (a)           Party
B is doing work with occupational disease hazard and has not received health
checkup before leaving his post, or is suspected to have contracted occupational
disease and is in the treatment or observation period;

     

    (b)           It
is confirmed that Party B has lost, or partially lost, his ability to work as a
result of contracting occupational disease or suffering work-related
injury;

     

    
      
         

      

      
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    (c)           Party
B is in the required period of treatment for illness or injury not related to
work;

     

    (d)           Female
employee during period of pregnancy, labor or maternity;

     

    (e)           Party
B has worked continuously for 15 years and in less than 5 years from the legal
retirement age;

     

    (f)           In
other situations specified by the relevant provisions of the law and
administrative statutes.


    


    Article
IX Resolution of Labor Disputes

     

    23           All
disputes arising from the performance of this contract must be submitted to the
company's Labor Disputes Mediation Committee for mediation; if mediation fails
and one of the parties hereto requests, any dispute must be submitted in writing
to the competent Labor Dispute Arbitration Commission for arbitration within 60
days after its occurrence; if one party is not satisfied with the determination
from the Commission, it may resort to legal proceedings at the people's court of
Party A's location.


    


    Article
X Other Provisions

     

    Article
XI Miscellaneous

     

    24           Other
matters not covered herein should be handled or settled through consultation
between the two parties in accordance with the relevant State law, statutes and
regulation and with the rules and polices set forth in the "Employee
Handbook."

    


    25.           This
contract is in duplicates, with one to each party.


    


    Party
A: /seal/ Shangji Online (Beijing) Network Technology Co.,
Ltd.

    Legal
Representative:

    May 1,
2009

    


    Party
B: /s/ WU Li

    May 1,
2009

     

    
      
         

      

      
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