exv10w3






English Translation

Exhibit 10.3




Employment Agreement




     This Employment Agreement is signed by and between Party A and Party B under the principle of
equality, free will and negotiated consensus in order to establish employment relationship and
clarify the rights and obligations of the two parties.



     Article I Basic Information of the Two Parties



     Employer (hereinafter referred to as “Party A”)



     Company Name:  Hangzhou Sky Network Technolgies Co., Ltd.



     Domicile: A



     Legal Representative: Tao Song



     Employee (hereinafter referred to as “Party B”)



     Name:
B Gender: Male ID Card No.:                     



	 	 	 

	     Correspondence Address: C

	 	Postcode: D
	 
	 	 
	     Permanent Residence: E

	 	Postcode:






     Article II Type and Term of the Agreement



     Party A and Party B determine the term of this Agreement in accordance with option 1 as
follows:




	 	(1)	 	Fixed-term, from F, terminates upon the expiration of the fixed
term. Party B shall be onboard on G(dd/mm/yy).
	 
	 	(2)	 	Unfixed-termd, from    
         
         (dd/mm/yy) to the date on which legal
termination circumstances arise. Party B shall be onboard on  
           
          (dd/mm/yy).
	 
	 	(3)	 	A term from                      (dd/mm/yy) to the date on which a certain job is
completed (passes acceptance test).





     2.2
The probation period agreed upon this Agreement is H.



     Article III Job Duties, Work location and Job Assessment



     3.1
Job duties: party B agrees to take the position as I according to Party
A’s need.



 









 





     3.2 Work location (includes but not limited to):



     3.2.1                     J                    



     ________________________________________



     3.2.2 Party A’s branches, affiliates, customers, suppliers and other business related areas.



     3.3 Job assessment and post adjustment mechanism:



     3.3.1 Party B’s job position can be adjusted when agreed by Party A and Party B according to
Party A’s need.



     3.3.2 Party A may make a comprehensive assessment on Party B’s work taking into account the
work’s need, post responsibilities, post appointment system and Party B’s competence, etc., and
make a corresponding position adjustment subject to job assessment.



     3.4 Party A and Party B establish employment relationship by law. Without Party A’s written
permission, Party B shall not enter into any other employment relationship.



     Article IV Work Hours, Rest Days and Holidays



     4.1
Party B takes the following 1 as his/her work hour system.




	 	(1)	 	Standard work hour system. Party B shall not be arranged to work more than 8 hours
a day and 40 hours a week.
	 
	 	(2)	 	Integrated computation work hour system approved by labor security executive
department.
	 
	 	(3)	 	Flexible work hour system approved by labor security executive department.





     4.2 Party B shall be entitled to holidays and leaves as stipulated by the State.



     Article V Salary



     5.1 Party B’s regular pay shall be K, and his/her subsidies shall be released
according to the company’s rules.



     5.2 Party B’s compensation shall be adjusted correspondingly in accordance with Party A’s
salary system when his/her position is adjusted



     5.3 Party A shall make monetary payment in full to Party B on monthly basis. The payment date
shall be on the 10th day of the next month.



     Article VI Labor Protection, Work Conditions and Protection Against



2









 





Occupational Hazards



     Both parties shall strictly implement the relevant national rules on safe production, labor
protection and occupational health, etc. Party A has described to Party B the relevant occupational
hazards and protective measures in details. Party A shall provide for Party B with facilities,
supplies and other labor protection conditions conforming to relevant provisions. Party B shall
follow all safety rules. Party A shall conscientiously comply with the relevant national provisions
on the labor protection for female employees and special protection for minors.



     Article VII Rules and Regulations



     Party A has notified Party B with various rules and regulations. Party B shall abide by Party
A’ rules, regulations, follow Party A’s leadership, management and command, and hold in strict
confidence commercial secrets of Party A and those of customers and a third party known during the
course of work.



     Article VIII Performance, Modification, Cancellation and Termination of the Employment
Agreement



     8.1 Both parties shall fully perform their respective obligations in accordance with this
Agreement. This Agreement can be modified or cancelled through mutual agreement between Party A and
Party B.



     8.2 The cancellation and termination of this Agreement shall comply with the Labor Agreement
Law of the PRC and the relevant national and local regulations.



     8.3 Party B shall go through a hand-over procedure (including but not limited to written
documents, electronic documents, certificates, items, arrears, etc.) Party B shall compensate Party
A’s relevant damages if the procedure is delayed or uncompleted.



     Article IX Responsibilities of the Cancellation, Termination and Breach of the Employment
Agreement



     9.1 Either party shall compensate to the other party if it breaches this Agreement and causes
economic losses to the other party. The scope of compensation includes but not limited to:




	 	(1)	 	Losses of production and operation;
	 
	 	(2)	 	Expenses of recruitment;
	 
	 	(3)	 	Expenses of training;
	 
	 	(4)	 	Claims made by a third party;
	 
	 	(5)	 	Administrative penalties;




3









 






	 	(6)	 	Other losses.





     9.2 If there is any arrear or liability that Party B shall bear according to the laws or this
Agreement, Party A is entitled to make a corresponding deduction from Party B’s bonus or salary
provided that it is not in violation of the laws and regulations. Party A has the right to recover
from Party B for the rest.



     Article X Dispute Resolution



     10.1 This Employment Agreement shall be governed by the laws of the PRC.



     10.2 Any dispute arising from the execution of this Agreement, the parties may submit the
dispute to the Labor Dispute Mediation Committee of Party A for mediation. In the case that no
settlement can be reached through mediation, the dispute can be submitted to the labor Dispute
Arbitration Committee for arbitration. Either party may also apply for arbitration directly.



     Article XI Other Elements Agreed by the Two Parties



     11.1 The parties may agree on the matters not covered by the Employment Agreement through
mutual consultation, provided that the contents of the agreement shall not contravene the laws and
regulations. Any matters in violation of laws and regulations shall be implemented according to the
relevant regulations.



     11.2 Any technical achievement obtained by Party B when performing his/her job or mainly
utilizing Party A’s materials and technical conditions, belongs to party A.



     11.3 The parties agree on the followings through mutual consultation:




     Article XII Appendix



     12.1 Any matter not covered by this Agreement, the parties may sign supplemental agreements
through mutual consultation or alter contact documents.



     12.2 This Agreement shall take effect from the date of signing by both parties. The employment
relationship shall be established from the date on which Party B takes his/her position.



     12.3 This Agreement is in triplicate, Party A retains two copies and Party B retains one.



     12.4
Party B confirms that the correspondence address listed in Article I is the address for
service of the relevant documents, instruments and notifications relating to this Agreement. The
materials are deemed to be served when Party A mails them to this address. Party B shall promptly
inform Party A in writing if there is any change to this
address.



4









 





     12.5 This Agreement is written in Chinese and English versions, bearing the equal legal
effect. In case there is any disagreement between the Chinese and English versions, Chinese one
shall prevail.



	 	 	 

	Party A (seal):

	 	Party B (Signature): L
	Date: M

	 	Date: N






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Annex




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	B	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	K	 	L	 	M	 	N
	Room 703, Building
C, Zhejiang
University Science
Park, No.525 Xixi
Road, Hangzhou

	 	Tao Song
	 	N/A
	 	 	N/A	 	 	N/A
	 	July 25, 2009 to
July 24, 2012
	 	N/A
	 	N/A
	 	Management
	 	N/A
	 	RMB8,800 per month
	 	/s/ Tao Song
	 	July 20, 2009
	 	July 20, 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Room 703, Building
C, Zhejiang
University Science
Park, No.525 Xixi
Road, Hangzhou

	 	Li Ou
	 	N/A
	 	 	N/A	 	 	N/A
	 	July 25, 2009 to
July 24, 2012
	 	N/A
	 	N/A
	 	Management
	 	N/A
	 	RMB8,800 per month
	 	/s/ Li Ou
	 	July 20, 2009
	 	July 20, 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Room 703, Building
C, Zhejiang
University Science
Park, No.525 Xixi
Road, Hangzhou

	 	Yan Tang
	 	N/A
	 	 	N/A	 	 	N/A
	 	July 25, 2009 to
July 24, 2012
	 	N/A
	 	N/A
	 	Management
	 	N/A
	 	RMB8,000 per month
	 	/s/ Yan Tang
	 	N/A
	 	July 15, 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/F, B Block,
United Building,
No.2, Zijinhua
Road, Hangzhou

	 	Carl Yeung
	 	Room 801, Unit 1,
Building No.1,
Zizhu Yuan, Lvyuan
District, Hangzhou
	 	 	310000	 	 	N/A
	 	February 20, 2010
to February 19,
2013
	 	February 20, 2010
	 	From February 20,
2010 to August 19,
2010
	 	CFO
	 	Hangzhou
	 	in accordance with

the Entry Notice

(offer)
	 	/s/ Carl Yeung
	 	N/A
	 	February 20, 2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10/F, B Block,
United Building,
No.2, Zijinhua
Road, Hangzhou

	 	Bin Li
	 	Room 503, Block B,
No.1 Building, No.
22, Baiziwan Road,
Chaoyang District,
Beijing
	 	 	100022	 	 	Room 1601, Huimin
Yuan Chaoyang
District, Beijing
	 	March 15, 2010 to
March 14, 2013
	 	March 15, 2010
	 	From March 15, 2010
to September 14,
2010
	 	Management
	 	Hangzhou
	 	in accordance with

the Entry Notice

(offer)
	 	/s/ Bin Li
	 	N/A
	 	March 15, 2010






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	B	 	C	 	D	 	E	 	F	 	G	 	H	 	I	 	J	 	K	 	L	 	M	 	N
	Room 703, Building
C, Zhejiang
University Science
Park, No.525 Xixi
Road, Hangzhou

	 	Tao Song
	 	N/A
	 	 	N/A	 	 	N/A
	 	July 25, 2009 to
July 24, 2012
	 	N/A
	 	N/A
	 	Management
	 	N/A
	 	RMB8,800 per month
	 	/s/ Tao Song
	 	July 20, 2009
	 	July 20, 2009
	 
	Room 703, Building
C, Zhejiang
University Science
Park, No.525 Xixi
Road, Hangzhou

	 	Qing Yan
	 	N/A
	 	 	N/A	 	 	N/A
	 	September 21, 2009
to September 20,
2012
	 	N/A
	 	N/A
	 	Management
	 	Shanghai and
Hangzhou
	 	RMB8,400 per month
	 	/s/ Qing Yan
	 	N/A
	 	September 11, 2009











2









 








Form of Amendment to the Employment Agreement




Party A: Hangzhou Dianneng Technologies Co., Ltd.



Party B: A



In accordance with the principle of legality, fairness, equal and voluntary and consensus through
negotiation, Party A and Party B agree to amend the Employment Agreement entered into on B
and reach the agreement as follows:



1. The change of party to the Employment Agreement



The employer shall be changed from Hangzhou Sky Network Technologies Co., Ltd. to
Hangzhou Dianneng Technologies Co., Ltd. The location of the employer shall be changed from
7/F, Building C, Zhejiang University Science Park, No.525 Xixi Road, West Lake District,
Hangzhou to 10/F, Building B, United Building, No.2, Zijinhua
Road, Hangzhou. The legal
representative shall remain unchanged.



2. The remaining provisions of the Employment Agreement shall remain unchanged.



3. This Amendment shall become effective from October 1, 2010 to C (the expiration
date of the original Employment Agreement).



4. This Amendment shall be made in 2 copies. Party A and Party B shall have 1 copy
respectively.



Party A: Hangzhou Dianneng Technologies Co., Ltd.(company chop)



[Affixed with the seal of Hangzhou Dianneng Technologies Co., Ltd.]



Party B: (signatory)



D



Execution Date: October 1, 2010








 









 








Annex




	 	 	 	 	 	 	 
	A	 	B	 	C	 	D
	Tao Song

	 	July 25, 2009
	 	July 24, 2012
	 	/s/ Tao Song
	 
	 	 	 	 	 	 
	Li Ou

	 	July 25, 2009
	 	July 24, 2012
	 	/s/ Li Ou
	 
	 	 	 	 	 	 
	Yan Tang

	 	July 25, 2009
	 	July 24, 2012
	 	/s/ Yan Tang
	 
	 	 	 	 	 	 
	Carl Yeung

	 	February 20, 2010
	 	February 19, 2013
	 	/s/ Carl Yeung
	 
	 	 	 	 	 	 
	Bin Li

	 	March 15, 2010
	 	March 14, 2013
	 	/s/ Bin Li
	 
	 	 	 	 	 	 
	Qing Yan

	 	September 21, 2009
	 	September 20, 2012
	 	/s/ Qing Yan