Unassociated Document


    Party
A: Rise King Century Technology Development (Beijing) Co.,
Ltd.

    Address: Building
6, Qinghua Science and Technology Yuquan Huigu Park 3
Minzhuang Road, Haidian District, Beijing

     

    Legal
Representative:

    


    Party
B: XU Hongli

    Date of
Birth: _____, 1969

    Resident
ID Card No.:

    Resident
registration:

    Contact
Phone:

    Home
Address:

    Postal
Code:

     

    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.  The term of this contract starts from October 1, 2010 to
September 30, 2011, for a period of 12 months, of which _____ to _____ is
probation period (employees in the sales department are
excluded).  The probation period for employees in the sales department
will be specified separately according to the company's relevant sales
policies.

     

    (2)           Unfixed
term:

     

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

    


    2.           With
regard to the renewal of the labor contract, unless the two parties hereto sign
a renewal contract, this contract automatically terminates upon the expiration
of the term.

    


    3.           Party
B warrants to the company that there is no outstanding contract that will
prevent him from executing this contract, that he shall be responsible for all
the consequences should there is any dispute between him and other employers and
that the company will not bear any responsibility.  Party B shall be
responsible to compensate the company for any loss as a result of such
dispute.

    


    4.           Party
B must fill out the "Employment Form" truthfully and provide to the company all
the required documents; Party B warrants that all the information and documents
he provides are true and valid.  If any falsehood is discovered, the
company may unilaterally dissolve the labor relationship with Party B at any
time and Party B shall be responsible to compensate the company for any
resulting loss.  Party B warrants that he understands the scope,
condition, location and occupation hazard associated with his work, safety
operation, labor compensation and other information.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
II Post and Scope of Work

     

    1           Based
on Party A's need, Party B will be employed and posted in the technology
development department as CTO.

    


    2.           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.  If Party B does not have proper reason, he 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 will provide full-time work at the company's request, follow the company's
management and arrangement, must complete the amount 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; during the term of
this contract, Party B shall not engage, directly or indirectly, in any other
business, profession or practice without prior written consent from the
company.

    


    4           Party
B may request to be posted in the company's other department or posts based on
his ability and skills, but he must go through proper application and approval
procedures in accordance with the company policies before any such change can be
effected.

    


    


    Article
III Work Hours, Holidays and Vacation

     

    1.           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;

    


    2.           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

     

    1.           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, the post at which he serves and the
company's operation conditions; however, his salary shall not be lower than the
minimum salary standard set by the local government.

    


    2.           Party
B must be responsible for his personal income tax levied on his salary and bonus
or any other payments received from the company and pay his personal income tax
in accordance with the relevant provisions of the PRC law.

     

    
      
         

      

      
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    3.           Party
B's severance compensation is to be based on the applicable State
regulations.

    


    4.           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
Party B's previous 12-month's salary and dismissal.

    


    5.           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

     

    1.           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.

    


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

    


    3.           If
Party B becomes ill or is injured at work, his salary and medical treatment will
be handled in accordance with the company’s policies; 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;

    


    4.           Party
B contracts occupational disease or is injured at work, his salary and medical
treatment will be handled in accordance with the relevant regulations of the
State and local government.

    


    5.           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 Labor Discipline

     

    1.           Party
B has the duty and obligation to understand, be familiar with and abide by the
company’s rules and policies.

    


    2.           If
Party B violates the labor disciplines or the company’s rules and policies, thus
causing harm to the company (including but not limited to damage to the
company’s assets, any loss sustained by the company, damage to the company’s
reputation, and generation of inharmonious atmosphere or negative morale among
employees), or harm to himself or to other employees, the company will
administer, based on the severity of consequences, appropriate disciplinary
actions, including oral reprimand, written warning, economic penalty, suspension
without pay for observation, change of work post or reduction of salary as well
as demand for compensation for any loss sustained by the company and even
dissolution of this contract.

     

    
      
         

      

      
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    Article
VII Invention and Discovery at Work and Confidentiality
Provision

     

    1.           All
technological inventions or innovations achieved by Party B while employed by
the company and the intellectual property, ownership and the right to apply for
patent associated with such inventions or innovations belong to the company; all
the income derived from the application or use of such inventions or innovations
belong to the company.

    


    2.           The
company’s commercial secrets include, among others, the following: the company’s
operation strategy, market analysis and report, sales strategy, management
system, intelligence information, creative ideas for advertisements, media files
and materials and financial auditing materials; the company’s platform
development process, technical data and technical documentation, original
programs and source codes and other confidential matters specified by the
company.

    


    3.           Party
B promises to, during his term of employment, be responsible for maintaining
confidential the company’s commercial secrets and not to reveal without the
consent from the company, copy and duplicate, carry out, and dispose of
carelessly such secrets; to close relevant secret documents when leaving his
work location, and to set up password to protect his personal computer so as to
prevent the disclo sure of such secrets.  If any such secrets are
revealed due to Party B’s negligence or willfulness, Party B shall be
responsible for all the consequences and shall compensate the company for all
the resulting loss; at the same time, Party B promises not to publicize or
disclose to any third party the company’s commercial secrets without the
company’s consent.

    


    4.           Party
B promises that, during his term of employment, he will not engage in his own or
jointly operate with others any business similar to the company’s and will not
be engaged in similar profession or in part-time work of similar nature for
other companies; otherwise the company has the right to take legal actions
against Party B and other companies by which he is simultaneously
engaged.

    


    5.           Party
B acknowledges that, at the time of executing this contract, he has carefully
read the contents in the “Confidentiality Provisions” attached hereto and has
complete understanding of the legal implications of the provisions
therein.


    


    Article VIII Revisions, Termination and
Dissolution of the Labor Contract

    


    1.           If
there any changes in the law, administrative statues and regulations, based on
which this contract is executed, the contents herein must be revised
correspondingly.

     

    
      
         

      

      
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    2.           If
there are material changes in the objective circumstances, based on which this
contract is executed, that render it impossible to perform this contract, the
relevant contents herein may be revised upon consultation between the two
parties.

    


    3.           Any
revision of this contract must be agreed upon by both parties and be confirmed
in writing before it can become effective.

    


    4.           This
contract can be dissolved if both parties agree based on consent through
consultation.

    


    5.           Upon
the occurrence of any of the following, the company may dissolve this contract
without any responsibility of economic compensation to Party B.  In
addition, the company may record such occurrence in the HR files and impose
economic penalty based on the circumstances and the severity of
consequences:

     

    (1)           Party
B fails to meet the company’s employment standards during the probation
period;

     

    (2)           Party
B seriously violates the company’s labor disciplines or rules and policies (such
as absenteeism, and willful failure to complete work or
assignments);

     

    (3)           Party
B is seriously negligent, engages in corruption and fraud, causing material
economic loss to the company;

     

    (4)           Party
B’s acceptance of bribery, theft or misuse of other employees’ belongings for
personal gain, serious negligence or dereliction of duty that causes, or will
potentially cause, serious injury to people or damage to the company’s
assets;

     

    (5)           Party
B acts under the company’s name or uses the power of his position to conduct
other commercial activities with the company’s customers, suppliers or other
partners that are not related to the company’s business;

     

    (6)           Party
B reveals the company’s secrets or commercial secrets;

     

    (7)           Party
B refuses to accept the company’s arrangement or assignment ;

     

    (8)           If
Party B is a salesman, Party B fails to reach the performance target set forth
in “Sales Personnel Evaluation Method;”

     

    (9)           Party
B is pursued for criminal liabilities in a legal proceeding;

     

    (10)           Party
B is absent for three consecutive days (inclusive) or is absent for 6 days in a
month or absent cumulatively for 12 days (inclusive) in a year, which are
considered serious violation of the company’s rules and policies;

     

    (11)           When
working in the company, Party B must have his personal computer and guarantee
that all the software in his personal computer is duly licensed; Party B shall
be responsible for all the disputes, claims and legal liabilities caused by the
use of such software.

    


    6.           When
Party B has become a formal employee after a probation period, the company may
dissolve the contract upon the occurrence of any of the following, but the
company must issue a written notice 30 days in advance or pay an amount equal to
Party B’s one-month’s salary instead as notice payment:

     

    
      
         

      

      
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    (1)           Party
B is ill or suffers injury not related to work and, after medical treatment, is
not able to perform his original work and is not able to do other work arranged
by the company;

     

    (2)           Party
B’s knowledge and ability fail to meet the demands required of his post and,
after training or change of his post, still fail to meet the requirements of the
company’s assignments;

     

    (3)           The
company is on the brink of bankruptcy or in the legally-mandated reorganization
period or the company’s operation experiences serious difficulty; after
providing explanation to all the employees, gathering their feedback and
submitting reports to administrative authorities for labor, the company may
dissolve this contract.

    


    7.           The
company shall not dissolve the labor contract with Party B under the following
circumstances:

     

    (1)           Party
B is ill or injured at work and is in the medical treatment period mandated by
“Labor Law”;

     

    (2)           Party
B is a female employee and is during the period of pregnancy, labor or
maternity.

    


    8.           Under
the following circumstances, Party B may notify the company to dissolve this
labor contract:

     

    (1)           During
the probation period (but at least a 7-day advance written notice to the company
is required and Party B must ensure a smooth handover of his work; otherwise the
company reserves the right to administer economic penalty);

     

    (2)           The
company uses force, threat, imprisonment or other illegal means of restricting
personal freedom to force Party B to work;

     

    (3)           The
company fails to pay compensation for work or provide working environment
pursuant to the provisions herein.

    


    9.           During
the term of this contract, except the probation period, Party B has the right to
submit resignation to the company and dissolve this contract, but Party B must
issue a written notice 30 days in advance; however, circumstances under which
there are still unresolved outstanding economic loss caused by Party B or Party
B is in the investigation period for other issues are excepted.

    


    10.           If
Party B dissolves this contract in accordance with provision 9 and cause any
loss to the company, Party B shall compensate the company for the
following:

     

    (1)           The
training expenses paid for him by the company; if there is stipulation
elsewhere, then such compensation is to be handled according to that
stipulation;

     

    (2)           Direct
economic loss caused to the company’s operations and work;

     

    (3)           Other
compensation stipulated herein;

     

    After
Party B finishes all procedures for leaving the company, if it is found that
Party B caused any loss to the company during while he was employed, the company
still has the right to demand him to compensate in full for the company’s loss;
otherwise, the company has the right to pursue him for economic and legal
liability.

     

    
      
         

      

      
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    11.           In
the event of any of the following, this contract terminates:

     

    (1)           When
the term of the contract expires;

     

    (2)           The
occurrence of any circumstance that triggers termination specified
herein;

     

    (3)           Party
B has satisfied the conditions legally mandated for retirement;

     

    (4)           The
company declares bankruptcy or is disbanded;

     

    (5)           Other
situation provided by laws, statutes, rules and regulations.

    


    12.           Whatever
the reason for the termination of this contract, Party B has the obligation to
cooperate with the company in processing the departure procedures and to return
all the records, notebooks and all material related to his field of work,
including photo copies and computer software, to the company.  Before
such departure procedures are completed, the company has the right to suspend
the payment of Party B’s salary for the current month of his
departure.

    


    


    Article
IX Liability for Breach and Labor Disputes

     

    1.           If
any dispute arises between the company and Party B, both parties may request
mediation, arbitration or judicial decisions.  During the course of
arbitration and judicial proceedings, the principle of mediation should be
applied.

    


    2.           If
Party B has breached the contract, the company reserves the right to pursue
(including economic penalty of up to the total of his previous 12 months’
salary) and dismiss him.  If the company has breached the contract,
Party B reserves the right to demand economic compensation.

    


    3.           Labor
disputes must be resolved in the following procedures:

     

    (1)           Party
B’s superior or the company HR department try to, on behalf of the company,
resolve any dispute with Party B by mediation.

     

    (2)           If
the above efforts fail, the company’s general manager or a representative
designated by the general manager endeavor further to resolve the dispute with
Party B through consultation.

     

    (3)           If,
after the mediation and consultation mentioned above, the two parties still fail
to reach any agreement, then either party or both parties involved in the labor
dispute may appeal to Labor Dispute Arbitration Commission for
arbitration.

    


    4.           If
there is any dispute arising from the performance of this contract, the party
involved must submit it to the company’s labor dispute mediation committee for
mediation; if such mediation fails and one party requests arbitration, then the
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 the
local people's court within 15 days after receiving the Commission’s
determination.

     

    
      
         

      

      
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    Article
X Other Provisions between the Two Parties

     

    1.           This
contract is confidential information belonging to the company’s human resources
management and Party B shall not reveal it to any other person; if there is any
revelation of such information, the company reserves the right to pursue
(including economic penalty of up to the total of his previous 12 months’
salary) and dismiss him for such act.

    


    2.           During
the term of the contract, if Party B becomes unable to continue to work for the
company due to reasons from his files with his previous employers, his residence
registration or other similar human resources issues, the company has the right
to deduct Party B’s salary.  If such situation cause other economic
loss to the company, Party B has the obligation for compensation.

    


    3.           The
company bears no joint and several liability for any disputes arising from Party
B’s files with his previous employers, his residence registration or other
similar human resources issues.

    


    4.           All
the rules and policies that the company published through official channels and
the agreements executed by Party B are valid attachments to this contract and
have the same legal effect.

    


    5.           If
Party B violates labor disciplines, the company may administer disciplinary
sanction, including dissolution of this contract.

    


    6.           
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."

    


    7.           This
contract is in duplicates, with one to each party, and both have the same legal
effect.  This contract becomes effective after it is signed and
imprinted with seals by both parties.

    


    8.           Party
B must accept the delivery of all relevant material delivered in written
notification format as required; if Party B refuses to accept such delivery, the
delivery shall be considered effective notification when it is sent to the
address provided by Party B.  If the delivery of notification cannot
be made at the address provided by Party B, the delivery will be considered
effective after PA makes public announcement for record.

    


    9.           Party
B confirms that the following address is the address for the delivery of all
labor-relation related documents and correspondences.  If there is any
change to the following address, Party B must notify Party B in
writing.

    


    Address:________________________  Postal
Code:_________

    


    
      
         

      

      
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    Party
A: /seal/ Rise King Century Technology Development (Beijing) Co.,
Ltd.

    Legal
Representative:

    Date:

    


    Party B:
/s/ XU Hongli

    Date:

     

    
      
         

      

      
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