SMSA Palestine Acquisition Corp.: Exhibit 10.1 - Filed by
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Exhibit 10.1


EXECUTIVE EMPLOYMENT AGREEMENT 



    
  


This Executive Employment Agreement
(the "Agreement") is made and entered into as of November 12, 2010, by
and between Zhan Youdai, a person residing at the address listed on the
signature page attached hereto ("Executive"), and SMSA Palestine
Acquisition Corp., a Nevada corporation (the "Company"), with respect to
the following facts: 

A. The Company desires to employ Executive under the
terms, conditions and benefits as hereinafter described. 

B. Executive desires to render services to the
Company, subject to the terms and conditions set forth below. 

NOW, THEREFORE, in consideration of the mutual
covenants and obligations contained in this Agreement, and intending to be
legally bound, the parties hereto agree as follows: 


ARTICLE I 

EMPLOYMENT AND RESPONSIBILITIES 


1.1
  Employment. The
Company hereby employs Executive as its Chief Executive Officer, subject to the
supervision and direction of the Company's board of directors (the "Board").


1.2
 Assignment of Duties.
Executive shall have such duties as may be assigned to Executive from time to
time by the Board, consistent with the responsibilities of the position of Chief
Executive Officer. All such duties shall be performed outside of the United
States of America. 

1.3
  Executive's Devotion 
of Time. Executive shall devote such portion of Executive’s time, abilities and
energy to the faithful performance of the duties assigned to Executive under
this Agreement and the promotion of the business affairs of the Company as may
be necessary to fulfill his obligations hereunder. Executive may also be
employed by one or more subsidiaries of the Company and shall devote Executive's
full time, abilities and energy to the faithful performance of duties to the
Company and its subsidiaries. Executive shall not divert any business
opportunities from the Company to Executive or to any other person or business
entity. 


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1.4
Conflicting Activities. Executive
shall not, during the term of this Agreement, be engaged in any other business
activity without the prior written consent of the Board; provided, however, that
this restriction shall not be construed as preventing Executive from investing
Executive's personal assets and time in publicly listed companies that are not
in competition with the Company or its affiliates, provided that Executive shall
not own more than five percent (5%) of the outstanding securities of any such
publicly listed companies. 


ARTICLE II 

COMPENSATION 



                    
                  
                
              
            
          
        
      
    
  


During the Term (as defined below), the Company shall
pay Executive the following compensation: 





2.1
  Salary. In
consideration of the services to be rendered by Executive to the Company, the
Company will pay to Executive a monthly salary of RMB100,000 (the "Base
Salary") during the Term, which salary may be increased (but not decreased)
from time to time in the sole discretion of the Board. Such Base Salary shall be
payable in conformity with the Company's customary practices for executive
compensation, as such practices shall be established or modified from time to
time, but the Base Salary shall be paid to Executive no less frequently than
once each month. 

2.2
  Bonus. During the
Term, Executive will be eligible to earn bonuses in conformity with the
Company's customary practices for executive compensation as determined by the
Board based upon Executive’s and the Company’s performance. Any bonus earned
shall be paid within ninety (90) days following the end of the Company's fiscal
year end. 


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2.3
  Compensatory Equity.
Executive will be eligible to be awarded options to acquire common stock or
other equity compensation awards under the Company's or its affiliates' stock
incentive plan (once such plan is adopted and approved by the Board and Company
stockholders). Executive's equity awards level will be determined by the Board.


2.4
  Benefits. During the
Term, Executive will be eligible to participate on the same basis as other
Company executive employees in the Company's employee benefit plans, including,
without limitation, global health insurance, accident & injury insurance, and D
& O liabilities insurance, as such benefits or plans may be modified or amended
from time to time. 

2.5
  Vacation. During the
Term, Executive will be eligible to accrue twenty days of paid vacation each
year. Such vacation shall be taken at such times and intervals as shall be
agreed to by the Company and Executive in their reasonable discretion. Executive
shall cease to accrue further vacation at any time that Executive has an unused
vacation accrual of twenty days. 

2.6
  Expenses. The Company
shall pay or reimburse Executive for all reasonable business expenses including,
without limitation, cell phone, personal digital assistant (PDA) device,
business travel expenses, reasonably incurred or paid by Executive in the
performance of his responsibilities hereunder in accordance with the Company's
prevailing policy and practice relating to reimbursements as modified from time
to time. Executive must provide substantiation and documentation of these
expenses to the Company in accordance with Company policy in order to receive
reimbursement. 


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ARTICLE III

TERM 


3.1   The Company shall
employ Executive on the terms and conditions set forth herein during the period
commencing on the date of this Agreement and ending on November 12, 2012 unless
terminated earlier in accordance with ARTICLE IV (the "Term"). Thereafter
the Term will continue on a month to month basis until either party provides the
other party written notice at least thirty (30) days prior to expiration of the
applicable Term. Expiration of the Term shall not be considered Good Reason or a
termination of Executive's employment by the Company without Cause. Unless the
Company requests otherwise in writing, upon termination of Executive's
employment for any reason, Executive shall be deemed to have immediately
resigned from all positions with the Company (and its affiliates) as of
Executive's last day of employment (the "Termination Date"). 


ARTICLE IV 

TERMINATION 



                    
                  
                
              
            
          
        
      
    
  


4.1
  Accrued Payments. 
Executive's employment under this Agreement may be terminated prior to the end
of the Term as follows in this ARTICLE IV. Except as otherwise provided herein,
upon termination of Executive's employment for any reason, on the Termination
Date Executive shall receive the "Accrued Payments" which shall consist
of: (i) earned but unpaid Base Salary; (ii) unused vacation days, if any, to the
extent accrued through the Termination Date; and (iii) payment of any
outstanding reimbursable business expenses. 

4.2
  At Executive's Option.
Executive may terminate his employment upon a month’s prior written notice or by
payment to the Company of an amount equal to the Base Salary in lieu of such
notice under this Agreement at any time for any reason. In the event of a
termination of his employment under this Agreement by Executive, he shall be
entitled to the Accrued Payments. 


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4.3
  Termination for Cause.
The Company may terminate Executive's employment under this Agreement for Cause
at any time upon prior written notice to Executive. Termination by the Company
shall constitute a termination for "Cause" if such termination is for one
or more of the following reasons: 

4.3.1
  the failure or refusal of
Executive to fulfill his obligations under this Agreement (other than by reason
of his Disability (as defined below)) or the material breach by Executive of any
of the terms of this Agreement which is not cured within 15 days written notice
to Executive identifying the nature of the failure; 

4.3.2
  gross negligence, a material
breach by Executive of his fiduciary duties or the commission by Executive of an
act of fraud or embezzlement or his misappropriation of any money or other
assets or property (whether tangible or intangible) of the Company or its
subsidiaries; 

4.3.3
  Executive's engagement in
conduct resulting in a material injury to the business, financial condition or
operations of the Company or its subsidiaries and which is not authorized by the
Board; 

4.3.4 
  Declaration by competent
authorities of Executive’s bankruptcy or loss of professional qualification; or


4.3.5 
  The conviction of, or plea of
guilty or nolo contendere by, Executive of a felony or any crime or civil
violation involving moral turpitude. 

In the event of a termination of Executive's
employment for Cause, Executive shall be entitled only to the Accrued Payments.




    
  


4.4 
At the Election of the Company without
Cause. The Company may terminate Executive's employment upon a month’s prior
written notice under this Agreement without Cause, in which event, then in
addition to the Accrued Payments, Executive will be eligible to receive a
Severance Package (as defined below) subject to Section 4.6. The severance
benefits payable to Executive (the "Severance Package") will consist of
twelve (12) months of Executive’s Base Salary then in effect on the Termination
Date, with such cash severance payments payable to Executive in substantially
equal monthly installments commencing as of the last day of the month of the
Termination Date (provided however that the first installment will not be paid
until the Section 4.6 Release has become effective and further provided that
such first installment will be a larger amount to account for the passage of
time following the Termination Date in case such first payment occurs more than
one month after its scheduled date of payment). 


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4.5
  Termination due to
Disability. In the event that Executive is unable to fulfill his obligations
due to illness, injury or other disabilities ("Disabilities"), the
Company may, if and as permissible under applicable laws, stop paying all or
portion of his Base Salary and, if Executive is unable to fulfill his
obligations for more than thirty (30) days during any twelve-month period due to
Disabilities, the Company may terminate his employment on a month’s prior
written notice. 

4.6  
Resignation for Good Reason.
If Executive terminates his employment for Good Reason, then in addition to the
Accrued Payments, Executive shall be eligible to receive the Severance Package
subject to Section 4.7. Payments of the Severance Package shall be made at the
same times specified in Section 4.4. "Good Reason" shall mean (i) a
material diminution in Executive’s authority, duties or responsibilities; (ii)
any reduction in the Base Salary; (iii) declaration by competent authorities of
the Company’s bankruptcy; (iv) the Company’s material violation of the law; or
(v) the Company's material breach of this Agreement. For purposes of this
Agreement, Executive may resign his employment from the Company for "Good
Reason" within sixty (60) days after the date that any one of the Good Reason
events listed above has first occurred without Executive's written consent.
Executive's resignation for Good Reason will only be effective if the Company
has not cured or remedied the Good Reason event within 30 days after its receipt
of Executive's written notice (such notice shall describe in detail the basis
and underlying facts supporting Executive's belief that a Good Reason event has
occurred). Such written notice must be provided by Executive to the Company
within 30 days of the initial existence of the alleged Good Reason event.
Failure to timely provide such written notice to the Company means that
Executive will be deemed to have consented to and waived the Good Reason event.
If the Company does timely cure or remedy the Good Reason event, then Executive
may either resign his employment without Good Reason or Executive may continue
to remain employed subject to the terms of this Agreement. 


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4.7
  Release of Claims and
Covenant Not to Sue. The Severance Package will be paid if and only if
Executive timely satisfies all of the following conditions: (i) Executive
complies with all surviving provisions of this Agreement; (ii) Executive
executes (and does not revoke) a release of claims and covenant not to use (the
"Release") substantially in the form provided in the attached Exhibit A
(and as may be reasonably modified by the Company) and remains in full
compliance with such Release and (iii) such Release must become effective within
60 days after the Termination Date. 

4.8
  Covenants. As a
condition of this Agreement and to Executive's receipt of any post-employment
benefits, Executive agrees that Executive will fully and timely comply with all
of the covenants set forth in this Section (which shall survive the Termination
Date). 

4.8.1 
  Upon the Termination Date,
Executive shall execute the Company's Proprietary Information Agreement
Termination Certification (or its successor agreement); 

4.8.2
  Upon the Termination Date,
Executive shall return to the Company all Company property including, but not
limited to, computers, cell phones, pagers, keys, laboratory notebooks, business
cards, intellectual property, etc. and Executive shall not retain any copies,
facsimiles or summaries of any Company proprietary information; 


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4.8.3
  Executive will fully pay off
any outstanding advances, loans or debts owed to the Company no later than their
applicable due date or the Termination Date (if no other due date has been
previously established); 

4.8.4 
  Executive will submit any
outstanding business expense reports to the Company prior to the Termination
Date; 

4.8.5
  Executive will not at any
time during and subsequent to Executive's period of employment with the Company
make any disparaging statements (oral or written) about the Company, or any of
its affiliated entities, officers, directors, employees, stockholders,
representatives or agents, or any of the Company's products or work-in-progress,
in any manner that might be harmful to their businesses, business reputations or
personal reputations; 

4.8.6  
As of the Termination Date,
Executive will no longer represent that Executive is an officer, director or
employee of the Company and Executive will immediately discontinue using
Executive's Company mailing address, telephone, facsimile machines, voice mail
and e-mail; 

4.8.7  
Executive acknowledges that (i)
upon a violation of any of the covenants contained in this Section 4.7 of this
Agreement or (ii) if the Company is terminating Executive's employment for
Cause, the Company would as a result sustain irreparable harm, and, therefore,
Executive agrees that in addition to any other remedies which the Company may
have, the Company shall be entitled to obtain equitable relief including
specific performance and injunctions restraining Executive from committing or
continuing any such violation; and 

4.8.8
Executive shall, upon the Company's
request and without any payment therefor, reasonably cooperate with the Company
(and be available as necessary) after the Termination Date in connection with
any legal matters involving events that occurred during Executive's period of
employment with the Company. 

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ARTICLE V 

TAXES 




5.1
  Executive Tax
Obligations. Anything to the contrary notwithstanding, all payments made
under this Agreement to Executive or Executive's estate or beneficiaries will be
subject to tax withholding pursuant to any applicable laws or regulations.
Executive will be solely liable and responsible for the payment of Executive's
taxes arising as a result of any payment hereunder including without limitation
any unexpected or adverse tax consequence. 

5.2  
Section 409A. This Agreement
is intended to comply with the requirements of section 409A of the Internal
Revenue Code (the "Code") to the extent applicable. In the event this
Agreement or any benefit paid to Executive hereunder is deemed to be subject to
Code Section 409A, Executive consents to the Company adopting such conforming
amendments as the Company deems necessary, in its reasonable discretion, to
comply with Code Section 409A. In addition, if Executive is a specified employee
(within the meaning of Code Section 409A) at the time of Executive's separation
from service, then to the extent necessary to comply with Code Section 409A and
avoid the imposition of taxes under Code Section 409A, the payment of certain
benefits owed to Executive under this Agreement will be delayed and instead paid
(without interest) to Executive upon the earlier of the first business day of
the seventh month following Executive's separation from service or ten business
days after Executive's death. 

5.3  
Code Section 280G. In the
event that it is determined that any payment or distribution of any type to or
for Executive's benefit made by the Company, by any of its affiliates, by any
person who acquires ownership or effective control or ownership of a substantial
portion of the Company's assets (within the meaning of Section 280G of the Code)
or by any affiliate of such person, whether paid or payable or distributed or
distributable pursuant to the terms of an employment agreement or otherwise,
would be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties with respect to such excise tax (such excise tax, together
with any such interest or penalties, are collectively referred to as the 
"Excise Tax"), then such payments or distributions or benefits shall be
payable either: (i) in full; or (ii) as to such lesser amount which would result
in no portion of such payments or distributions or benefits being subject to the
Excise Tax. 


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Executive shall receive the greater,
on an after-tax basis, of (i) or (ii) above, provided however that to the extent
applicable, Executive may elect to subject the payments that are in excess of
the permissible maximum payment amount specified under Code section 280G(b)(2)(A)(ii)
to a stockholder vote as provided for under Code section 280G(b)(5). 

Unless Executive and the Company
agree otherwise in writing, any determination required under this Section 5.3
shall be made in writing by an independent accountant selected by the Company
(the "Accountant") whose determination shall be conclusive and binding.
Executive and the Company shall furnish the Accountant such documentation and
documents as the Accountant may reasonably request in order to make a
determination. The Company shall bear all costs that the Accountant may
reasonably incur in connection with performing any calculations contemplated by
this Section. 


ARTICLE VI 

PROPRIETARY INFORMATION AND INVENTIONS. 


6.1   Concurrently with the
execution of this Agreement, and in consideration of the salary and benefits
provided to Executive under this Agreement, Executive has entered into the
Company's Proprietary Information and Inventions Agreement in the form attached
hereto as Exhibit B. 


ARTICLE VII 

DUTY OF LOYALTY 


7.1
  Non-Competition.
During the term of this Agreement, and within six (6) months after the
Termination Date, Executive will not engage in any employment, business, or
activity that is in any way competitive with the business or proposed business
of the Company, and Executive will not assist any other person or organization
in competing with the Company or in preparing to engage in competition with the
business or proposed business of the Company. 


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7.2
  Non-Solicitation.
During the term of this Agreement, Executive will not encourage any customer,
employee or consultant of the Company to discontinue, substantially reduce or
materially alter their business relationship with the Company in a manner that
is detrimental to the Company. 

7.3
  Injunctive Relief. 
Executive expressly agrees that the covenants set forth in Sections 7.1 and 7.2
are reasonable and necessary to protect the Company and its legitimate business
interests, and to prevent the unauthorized dissemination of Confidential
Information to competitors of the Company. Executive also agrees that the
Company will be irreparably harmed and that damages alone cannot adequately
compensate the Company if there is a violation of Sections 7.1 or 7.2 by
Executive, and that injunctive relief against Executive is essential for the
protection of the Company. Therefore, in the event of any such breach, it is
agreed that, in addition to any other remedies available, the Company shall be
entitled as a matter of right to injunctive relief in any court of competent
jurisdiction, plus attorneys' fees actually incurred for the securing of such
relief. 


ARTICLE VIII 

MISCELLANEOUS 


8.1
  Governing Law and Choice
of Forum. This Agreement shall be interpreted and governed by the laws of
the State of Nevada and, as applicable, the laws of the United States, without
giving effect to the principles of choice of law or conflicts of laws of Nevada.


8.2
  Authority. Each party
warrants that it has proper authority to enter into this Agreement. Execute
represents and warrants to the Company that the execution or performance of this
Agreement does not and will not constitute a breach of any other agreement to
which it is a party or bound. 


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8.3
  Interpretation. The
captions in this Agreement are for convenience and reference only and the words
contained therein shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions of this Agreement.
Both the Company and Executive have had the opportunity to consult with an
attorney of his choice before executing this Agreement. Accordingly this
Agreement shall be construed in accordance with its fair meaning and not
strictly for or against either party. 

8.4
  Waiver. The waiver by
either of the parties, express or implied, of any right under this Agreement or
any failure to perform under this Agreement by the other party, shall not
constitute or be deemed a waiver of any other right under this Agreement or of
any other failure to perform under this Agreement by the other party, whether of
a similar or dissimilar nature. 

8.5  
Severability. Should any
part or provision of this Agreement be held unenforceable or in conflict with
the law of any jurisdiction, the validity of the remaining parts or provisions
shall not be affected by such holding. 

8.6  
Entire Agreement. This
Agreement and the Exhibits attached hereto set forth the entire agreement and
understanding of the parties relating to the subject matter contained in this
Agreement and merges all prior and contemporaneous discussions and agreements
between them. Any modification of any of the provisions of this Agreement shall
not be valid unless in writing and signed by authorized representatives of the
party against whom such modification is sought to be enforced. All notices
pursuant to this Agreement must be in writing (which may be by facsimile or
electronic transmission) to be effective and shall be deemed to have been given
on the day actually delivered or received (upon confirmation thereof). All
notices to Executive shall be addressed to the address set forth below his and
all the notices to the Company shall be sent to the Company's headquarters. 

8.7  
Assignment. The Company
shall have the right to assign its duties, obligations and/or rights under this
Agreement to any entity or person it chooses, at any time and without the
consent of Executive. In the case of assignment, the assignee shall be deemed to
be the Company for all purposes under this Agreement. Executive shall have no
right to assign his duties or responsibilities under this Agreement. With the
above qualifications, this Agreement shall inure to the benefit of, and be
binding upon, the parties to this Agreement, and their respective executors,
administrators, successors and assigns. 


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8.8
   Attorneys' Fees.
In the event of any disputes arising out of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees and other fees and costs related
thereto. 

8.9
  Counterparts. This
Agreement may be executed in multiple counterparts and transmitted by facsimile
or by electronic mail in portable document format or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a
party's a signature. Each such counterpart and facsimile or PDF signature shall
constitute an original and all of which together shall constitute one and the
same original. 


[Signature Page to Executive Employment Agreement Follows] 


 

 


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	 SMSA Palestine Acquisition
      Corp. 	
      Zhan Youdai 
	
    	
    
	
    	
    
	 By:/s/ Tsang Yin Chiu Stanley	/s/
      Zhan Youdai 
	 Name: Tsang Yin Chiu Stanley	 Signature 
	 Title: Chief Financial Officer	 
	  	 75 Xian Chen Bei Lu, Lai Long
      Yu Jing 
	  	Building 11 Apart 302 
	 	Songxi
      County, Fujian Province, 353500 China



 

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EXHIBIT A 

RELEASE OF CLAIMS AND COVENANT NOT TO SUE 



        
            
          
        
      
    
  


This Release of Claims and Covenant
Not To Sue (the "Release") is entered into by Zhan Youdai ("Executive").
This Release is effective only if (i) it has been executed by Executive after
his termination of employment with SMSA Palestine Acquisition Corp (the 
"Company"), (ii) such executed Release has been provided to the Company on
or before [DATE] and (iii) the revocation period has expired without revocation
as set forth in Section 5(c) below (the "Effective Date"). The Company
and Executive are collectively referred to herein as the Parties. 

WHEREAS, Executive was an employee of the Company and
served as the Company's Chief Executive Officer; 





WHEREAS, pursuant to Executive
Employment Agreement executed by the Parties on [DATE] (the 
"Severance Agreement"), Executive
is eligible for specified severance benefits upon the occurrence of certain
events with such benefits conditioned upon, among other things, Executive's
execution and non-revocation of this Release; 

WHEREAS, Executive's employment was
terminated [by the Company without Cause] [by Executive for Good Reason] (as
defined in the Severance Agreement) on [DATE] (the "Separation Date");
and 

WHEREAS, pursuant to the terms of the
Severance Agreement, the Company has determined to treat the termination of
Executive’s employment as eligible for payment of certain separation benefits
provided in the Severance Agreement. 

NOW, THEREFORE, in consideration of the covenants
contained herein, and intending to be legally bound, Executive agrees as
follows: 

 

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1.   Termination of
Employment. Executive acknowledges and agrees that Executive’s employment
with the Company terminated as of the close of business on the Separation Date.
As of the Separation Date, Executive agrees that he is no longer an employee of
the Company and no longer holds any positions or offices with the Company. 

2.   Separation
Benefits. In consideration for the release of claims set forth below and
other obligations under this Release and the Severance Agreement and in
satisfaction of all of the Company's obligations to Executive and further
provided that (i) this Release is signed by Executive and not revoked by
Executive under Section 5(c) herein and (ii) Executive remains in continuing
compliance with all of the terms of this Release and the Severance Agreement,
Executive is eligible to receive the Severance Package benefits specified in
Section 5.3 of the Severance Agreement. 

3.   Integration.
This Release and the Severance Agreement (and any agreements referenced therein)
represents the entire agreement and understanding between the Parties as to the
subject matter hereof and supersedes all prior agreements whether written or
oral. 

4.   Right to Advice of
Counsel. Executive acknowledges that Executive has had the opportunity to
fully review this Release and, if Executive so chooses, to consult with counsel,
and is fully aware of Executive’s rights and obligations under this Release. 

5.   Executive's Release
of Claims. Executive hereby expressly covenants not to sue and releases and
waives any and all claims, liabilities, demands, damages, penalties, debts,
accounts, obligations, actions, grievances, and causes of action ("Claims"),
whether now known or unknown, suspected or unsuspected, whether in law, in
equity or in arbitration, of any kind or nature whatsoever, which Executive has
or claims to have, now or hereafter, against the Company and its divisions,
facilities, subsidiaries and affiliated entities, successors and assigns, or any
of its or their respective past or present officers, directors, trustees,
shareholders, agents, employees, attorneys, insurers, representatives
(collectively, the "Releasees"), including, but not limited to, any
Claims arising out of or relating in any way to Executive’s employment at the
Company and the termination thereof. Without limiting the foregoing, Executive
hereby acknowledges and agrees that the Claims released by this Release include,
but are not limited to, any and all claims which arise or could arise under
Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment
Act of 1967, the Federal Worker Adjustment and Retraining Notification Act (or
any similar state, local or foreign law), Nevada statutory or common law, and
federal statutory law, or any Claim for severance pay, bonus, sick leave,
disability, holiday pay, vacation pay, life insurance, health or medical
insurance or any other fringe benefit. Nothing herein shall release any rights
to indemnification Executive may have in connection with Executive's actions
taken in the course of his duties with the Company. This release shall not apply
to any claims that may not be waived as a matter of applicable law. 


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(b)   Executive warrants
and represents that there is not now pending any action, complaint, petition,
executive charge, grievance, or any other form of administrative, legal or
arbitral proceeding by Executive against the Company and further warrants and
represents that no such proceeding of any kind shall be instituted by or on
Executive’s behalf based upon any and all Claims released herein. 

(c)   Executive expressly
acknowledges, understands and agrees that this Release includes a waiver and
release of all claims which Executive has or may have under the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621, et seq. ("ADEA").
The following terms and conditions apply to and are part of the waiver and
release of ADEA claims under this Release: 




(i) 
  Executive is advised to consult an
attorney before signing this Release; 

(ii) 
  Executive is granted twenty-one
(21) days after he is presented with this Release to decide whether or not to
sign this Release; 

(iii) 
  Executive will have the right to
revoke the waiver and release of claims under the ADEA within seven (7) days of
signing this Release, and this Release shall not become effective and
enforceable until that revocation period has expired without such revocation;



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(iv)
  Executive hereby
acknowledges and agrees that he is knowingly and voluntarily waiving and
releasing Executive’s rights and claims in exchange for consideration (something
of value) in addition to anything of value to which he is already entitled; and


(v)
  Nothing in this Release
prevents or precludes Executive from challenging or seeking a determination in
good faith of the validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties or costs from doing so, unless specifically
authorized by federal law. 

7.   Severability.
Executive understands that whenever possible, each provision of this Release
will be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Release is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Release will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. 

8.   No Representations. Executive
has not relied upon any representations or statements made by the Company in
deciding whether to execute this Release. 

9.   Voluntary Execution
of Release. This Release is executed voluntarily by Executive and without
any duress or undue influence and with the full intent of releasing all claims.
Executive acknowledges that: 

(a)   He has read this Release; 

(b)   He has been
represented in the preparation, negotiation, and execution of this Release by
legal counsel of his own choice or that he has voluntarily declined to seek such
counsel; 


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(c)   He understands the terms and
consequences of this Release and of the releases it contains; 

(d)   He is fully aware of the legal and
binding effect of this Release. 

 


IN WITNESS WHEREOF,
Executive has executed this Release as shown below. 


 EXECUTIVE


Zhan Youdai



_____________________________ 

Dated:
_______________________ 


 

  

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EXHIBIT B 

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT 


In consideration of my employment by
SMSA Palestine Acquisition Corp., a Nevada corporation (the "Company'), I
hereby agree to certain restrictions placed by the Company on my use and
development of information and technology of the Company, as more fully set out
below. 


ARTICLE I 

PROPRIETARY INFORMATION AND COMPANY DOCUMENTS 


1.1  
Proprietary Information. I
understand that the Company possesses Proprietary Information which is important
to its business. "Proprietary Information" is information developed,
created or discovered by the Company, or which became known by or was conveyed
to the Company, which has or could have commercial value in the Company's
business. By way of illustration, but not limitation, Proprietary Information
includes any and all technical and nontechnical information such as patent,
copyright, trade secret, mask works, techniques, methodologies inventions,
know-how, processes, sketches, drawings, models, apparatus, equipment,
algorithms, data, database, database criteria, software programs and
subroutines, source and object code, features, modes of operation, formulae
related to the current, future and proposed products and services of Company,
research, experimental work, development, design details, specifications,
engineering, financial information, procurement requirements, purchasing,
manufacturing and customer lists, business forecasts, sales and merchandising
plans, marketing plans, other employee's positions, skill levels, duties,
compensation and all other terms of their employment. I acknowledge that
Proprietary Information may include information previously disclosed to me.
Proprietary Information may be stamped or otherwise marked "Confidential, "
Proprietary," or with some similar designation. If any information or material
is not so marked but nonetheless it meets the definition above, it is still
Proprietary Information. If I am uncertain as to whether particular information
or materials are Proprietary Information, I will request the Company's written
opinion as to their status. I understand that Proprietary Information does not
include any information, idea or material that: (i) is or becomes publicly known
through lawful means and without breach of this Agreement by me; (ii) was
rightfully in my possession or part of my general knowledge prior to my
employment by the Company; or (iii) is disclosed to me without confidential or
proprietary restrictions by a third party who rightfully possesses the
information, ideas or materials (without confidential or proprietary
restrictions) and did not learn of it, directly or indirectly, from the Company.
Any information, idea or material will not be considered to be publicly known or
in the public domain merely because it is embraced by more general information
in my prior possession or the possession of others, or merely because it is
expressed in public literature in general terms. Proprietary Information also
does not include my general knowledge and skill obtained during the course of my
employment. I understand that my employment or engagement as a consultant
creates a relationship of confidence and trust between me and the Company with
respect to Proprietary Information. 


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1.2
Company Documents. I
understand that the Company possesses Company Documents which are important to
its business. "Company Documents" are documents or other media, including
without limitation electronic data and information, that contain Proprietary
Information or any other information concerning the business, operations or
plans of the Company, whether such documents have been prepared by me or by
others. Company Documents include, but are not limited to, documents,
spreadsheets, presentations, reports, blueprints, drawings, photographs, charts,
graphs, notebooks, customer lists, computer disks, tapes or printouts,
electronic communications, sound recordings and other printed, typewritten or
handwritten documents, sample products, prototypes and models. 


ARTICLE II 

RESTRICTIONS ON USE 


              
            
          
        
      
    
  


2.1
Proprietary Information. All
Proprietary Information and all patents, copyrights and other rights in
connection therewith are and shall remain solely the property of the Company. At
all times, both during my employment with or engagement as a consultant to the
Company and after its termination, I will keep in confidence and trust and will
not use or disclose any Proprietary Information or anything relating to it
without the prior approval of the Company, except as may be necessary in the
ordinary course of performing my duties to the Company. 

2.2
Company Documents. All
Company Documents are and shall remain solely the property of the Company. I
agree that during my employment with or engagement as a consultant to the
Company, I will not remove or electronically transmit any Company Documents from
the business premises of the Company or deliver any Company Documents to any
person or entity outside the Company, except as I am required to do in
connection with the performance of my duties to the Company and pursuant to
appropriate non-disclosure agreements. 


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2.3
  Third Party Information.
I recognize that the Company may have received and in the future will receive
from third parties their confidential or proprietary non-public information
subject to a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. At all times, both
during my employment with or engagement as a consultant to the Company and after
its termination, I will keep in confident and trust and will not use or disclose
any such confidential or proprietary information or anything relating to it
without the prior approval of the Company, except as may be necessary in the
ordinary course of performing my duties to the Company consistent with the
Company's agreement with such third party. 

2.4  
Location. I agree to
maintain at my work station and/or any other place under my control only such
Proprietary Information as I have a current "need to know." I agree to return to
the appropriate person or location or otherwise properly dispose of Proprietary
Information once that need to know no longer exists. I agree not to remove
Proprietary Information from the Company's premises except as required in the
course of my employment or consultancy with the Company. 

2.5  
Actions on Termination. I
further agree that, immediately upon the termination of my employment with or
engagement as a consultant to the Company for any reason, or at any other time
requested by the Company, I will return all Company Documents, apparatus,
equipment, and other physical property, or any reproduction of such property,
excepting only (i) my personal copies of records relating to my compensation;
(ii) my personal copies of any materials previously distributed generally to the
public; and (iii) my copy of this Agreement, and will agree to sign and deliver
a Termination Certificate in the form attached hereto as Exhibit 1. 


ARTICLE III 

PERSONAL INFORMATION 


3.1  
Definition of Personal
Information. "Personal Information" means personally identifiable
information about employees, independent contractors or third party individuals,
including names, addresses, telephone or facsimile numbers, Social Security
Numbers, background information, credit card or banking information, health
information, or other information entrusted to the Company. 


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3.2
  Protection of Personal
Information. During my employment with or engagement as a consultant with
the Company and thereafter, I shall hold Personal Information in the strictest
confidence and shall not disclose or use Personal Information about other
individuals, except in connection with my work for the Company, or unless
expressly authorized in writing by an authorized representative of the Company.
I understand that there are laws in the United States and other countries that
protect Personal Information, and that I must not use Personal Information about
other individuals other than for the purposes for which it was originally used
or make any disclosures of other individuals' Personal Information to any third
party or from one country to another without prior approval of an authorized
representative of the Company. I understand that nothing in this Agreement
prevents me from discussing my wages or other terms and conditions of my
employment with coworkers or others, unless such discussion would be for the
purpose of engaging in unfair competition or other unlawful conduct. 


ARTICLE IV

INVENTIONS 


4.1
  Definition. As used
in this Agreement, the term "Inventions" means all processes, machines,
manufactures, compositions of matter, improvements, inventions (whether or not
protectable under patent laws), works of authorship, information fixed in any
tangible medium of expression (whether or not protectable under copyright laws),
moral rights, mask works, trademarks, trade names, trade dress, trade secrets,
know-how, ideas (whether or not protectable under trade secret laws), and all
other subject matter protectable under patent, copyright, moral right, mask
work, trademark, trade secret or other laws, and includes without limitation all
new or useful art, combinations, discoveries, formulae, manufacturing
techniques, technical developments, discoveries, artwork, software, and designs.


4.2
  Records. I agree
during the term of this Agreement to make and maintain adequate and current
records, in a form specified by the Company, of all Inventions, that I develop
during the term of this Agreement. Such records shall remain the sole property
of the Company at all times. 

4.3
  Disclosure of Inventions.
I will promptly disclose in writing to my immediate supervisor, or to any
persons designated by the Company, all Inventions, whether or not patentable,
made or conceived or reduced to practice or developed by me, either alone or
jointly with others, during the term of my employment or engagement as a
consultant. I will also disclose all things that would be Inventions if made
during the term of my employment with or engagement as a consultant to the
Company, but conceived, reduced to practice, or developed by me within three (3)
months of the termination of my employment with or engagement as a consultant to
the Company to permit a determination by the Company as to whether such
Inventions should be property of the Company. Such disclosures shall be received
by the Company in confidence. I will not disclose Inventions to any person
outside the Company unless I am requested to do so by my supervisor or other
person designated by the Company. Prior to my submitting or disclosing for
possible publication or dissemination outside the Company any material prepared
by me that incorporates information that concerns the Company's business or
anticipated research, I agree to deliver a copy of such material to the Company,
for its review. I agree to make such deletions and revisions as are reasonably
requested by the Company to protect its Proprietary Information. 


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4.4
  Ownership of Inventions.
I agree that all Inventions which I make, conceive, reduce to practice or
develop (in whole or in part, either alone or jointly with others) during my
employment or consultancy shall be the sole property of the Company. The Company
shall be the sole owner of all patents, copyrights and other intellectual
property or other rights in connection therewith. I further acknowledge and
agree that such Inventions, are "works made for hire" (as that term is used in
the United States Copyright Act) for the Company, and that all rights to such
Inventions in all forms shall belong to the Company for all purposes throughout
the universe in perpetuity. 

4.5
  Assignment. I hereby
assign to the Company any right, title or interest I have or may in the future
acquire in Inventions which I make, conceive or reduce to practice or develop
(in whole or in part, either alone or jointly with others) during my employment
or consultancy. I am aware and hereby acknowledge that new rights to the
Inventions and new or changed technology, uses, media, formats, modes of
transmission and methods of distribution, dissemination, exhibition or
performance are being and will inevitably continue to be developed in the
future, which offer new opportunities for exploiting the Inventions, and I
intend and hereby do grant and convey to the Company any and all new rights to
and all new exploitation rights in respect of the Inventions. I agree to confirm
any such waivers and consents from time to time as requested by the Company. 

4.6
  License. To the
extent any of the rights, title and interest in and to the Inventions cannot be
assigned by me to the Company, I hereby grant to the Company an exclusive,
royalty-free, transferable, irrevocable, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to practice such
non-assignable rights, title and interest. To the extent any of the rights,
title and interest in and to Inventions can be neither assigned nor licensed by
me to the Company, I hereby irrevocably waive and agree never to assert such
non-assignable and non-licensable rights, title and interest against the Company
or any of the Company's successors in interest to such non-assignable and
non-licensable rights. 


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4.7
  Moral Rights. The
Company is the "author" of such Inventions for all purposes, and the sole and
exclusive owner of all the rights therein and thereto, including all so-called
"moral rights of authors" and "droit moral" rights and any similar or analogous
rights under the applicable laws of any country of the world. To the extent such
moral rights cannot be assigned under applicable law, I hereby waive such moral
rights and consent to any action of the Company that would violate such moral
rights in the absence of such consent. I hereby authorize the Company to publish
the Inventions in the Company's sole discretion with or without attributing any
of the foregoing to me or identifying me in connection therewith and regardless
of the effect on such Inventions or my relationship thereto. I agree to ratify
and consent to any action that may be taken or authorized by the Company with
respect to such Inventions, and I will confirm any such ratifications and
consents from time to time as requested by the Company. 

4.8
Further Assurances. I agree to
perform, during and after my employment with or engagement as a consultant to
the Company, all acts deemed necessary or desirable by the Company to permit and
assist it, at the Company's expense, in obtaining and enforcing patents,
copyrights or other rights on such Inventions in any and all countries. Such
acts may include, but are not limited to, execution of documents and assistance
or cooperation in filing, prosecution, or registration of patents or other
applications, assistance in the enforcement of proprietary rights, or
cooperation in legal proceedings. I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents, as my agents and
attorney-in-fact to act for and on my behalf and instead of me, to execute and
file any applications or related findings and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights or other
rights thereon with the same legal force and effect as if executed by me. 


ARTICLE V 

PRIOR INVENTIONS 


5.1
Prior Work. All previous
work done by me for Company relating in any way to the conception, reduction to
practice, creation, derivation, design, development, manufacture, sale or
support of products or services for Company is the property of Company, and I
hereby assign to Company all of my right, title and interest in and to such
previous work. 


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5.2  

Disclosure of Prior Innovations. I
have identified on Exhibit 2 attached hereto all Inventions, applicable to the
business of Company or relating in any way to Company's business or demonstrably
anticipated research and development or business, which were conceived, reduced
to practice, created, derived, developed, or made by me prior to my employment
with Company, which I desire to be excluded from this Agreement. I represent
that I have no rights in any Inventions other than those specified in Exhibit 2.
If there is no such list on Exhibit 2, I represent that I have neither
conceived, reduced to practice, created, derived, developed nor made any such
prior Inventions at the time of signing this Agreement. 


5.3
  Prior Agreements; No
Conflict. I represent and warrant that my performance of all the terms of
this Agreement and as an employee or consultant of the Company does not and will
not breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by me in confidence or in trust prior to my
employment with or engagement as a consultant to the Company. I will not
improperly use or disclose to the Company, or induce the Company to use, any
confidential or proprietary
information or material belonging to any previous employers or others and
understand that the Company will not ask me to do so. Additionally, I will not
bring any confidential, proprietary or trade secret information or material
belonging to others onto the Company's premises. I represent and warrant that I
have returned all property and confidential information belonging to all prior
employers. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith or in conflict with my
employment with or engagement as a consultant to the Company. 


ARTICLE VI 

GENERAL PROVISIONS 


6.1
  Governing Law. The
interpretation, validity and effect of this Agreement shall be governed by the
laws of the State of Nevada, without reference to its conflict of laws
provision. 


6.2
  Parties Bound and
Benefited. This Agreement shall be binding upon me, my heirs, executor,
assigns, and administrators, and shall inure to the benefit of the Company, its
subsidiaries, successors and assigns. 


6.3
  Specific Performance.
I agree that it would be impossible or inadequate to measure and calculate the
Company's damages from any breach of the covenants set forth herein. 


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Accordingly, I agree that if I breach any such covenants, the
Company will have available, in addition to any other right or remedy available,
the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach by me and to specific performance
of any provision of this Agreement. I further agree that no bond or other
security shall be required in obtaining such equitable relief, and I hereby
consent to the issuance of such injunction and to the ordering of specific
performance. 

6.4
  Indemnification. I
agree to indemnify and hold the Company harmless for all damages, costs and
expenses of litigation (including reasonable attorneys' fees) associated with
any violations of any agreements to which I am a party, any inaccuracies in or
breaches of any representations, warranties or covenants I have made in this
Agreement or my employment agreement or consulting agreement with the Company,
if any, or for any violation by me of any laws. 

6.5  
Entire Agreement. This
Agreement (along with the Exhibits attached hereto) and my employment agreement
or consulting agreement with the Company, if any, constitutes the entire
agreement among the parties hereto pertaining to the subject matter contained
herein and supersedes all prior agreements, representations, and understandings
of the parties, whether oral or written, with respect to its subject matter.
This Agreement can only be modified by a subsequent written agreement executed
by the parties hereto. 

I HAVE READ THIS AGREEMENT CAREFULLY
AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT
RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY. 


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	 SMSA Palestine Acquisition
      Corp. 	 
	
    	 
    
	
    	
    
	 By: ____________________________	 
	 Name: _______________________________	 Signature 
	Title: ________________________________	 
	 	Street Address
	  	 
	  	City              State              Zip
      Code 



 

 


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EXHIBIT 1 

Termination Certificate 


I certify that I have complied with
all the terms of the Proprietary Information and Invention Agreement of SMSA
Palestine Acquisition Corp (the "Company") signed by me (the "Agreement"),
including the reporting of any Inventions or other Proprietary Information (as
defined therein), conceived or made by me (solely or jointly with others)
covered by the Agreement. 

Further, I certify that I do not have
in my possession, nor have I failed to return, any Company Documents (as defined
in the Agreement) or reproductions of any aforementioned items belonging to the
Company. 

Further, I agree that, in compliance
with the Agreement, I will preserve as confidential all Proprietary Information
or anything relating or pertaining to any business of the Company or any of its
employees, clients, consultants or licensees. 

Zhan Youdai 

__________________________________

Print Name 

 

	
    _________________________________________________

Signature	 	
    
    _________________________________________________

Date




 

Exhibit 1



EXHIBIT 2 



1.      The following is a complete list of all Inventions relevant to the subject matter of my employment with or engagement as a consultant to the Company that have been made or conceived or first reduced to practice by me or jointly with others prior
to my employment or engagement as a consultant, which I desire to remove from the operation of the Company's Proprietary Information and Invention Agreement: 


______   
No inventions or improvements.



______   
See below: Any and all inventions regarding:


______    Additional sheets attached.


2.     
I
propose to bring to my employment
the
following
materials
and
documents of a former employer:    

______    No materials or documents


______    See below: 


 

Zhan Youdai 

__________________________________

Print Name 

 

	
    _________________________________________________

Signature	 	
    
    _________________________________________________

Date




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