EXHIBIT 10.1

                       CHANGHAI CHEN EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into June 24th, 2009
(the  "Effective  Date"),  by and between China Wi-Max  Communications,  Inc., a
Nevada corporation (the "Company") and Mr. Changhai Chen (the "Executive").

                              W I T N E S S E T H:

WHEREAS,  the Company  wishes to employ the Executive and secure the services of
the Executive  subject to the contractual terms and conditions set forth herein;
and

WHEREAS,  the Executive is willing to enter into this  Agreement  upon the terms
and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the parties hereto agree as follows:

1.  Employment.  The  Company  hereby  agrees to employ the  Executive,  and the
Executive hereby agrees to accept such employment with the Company, all upon the
terms and conditions set forth herein.

2. Term of Employment.  Subject to the terms and  conditions of this  Agreement,
the Executive  shall be employed year to year  commencing on the Effective  Date
and  ending  each and every one year  anniversary  (the  "Term")  unless  sooner
terminated  as provided for herein.  The Term shall renew  automatically  for an
additional one (1) year period of time, unless either party gives written notice
no less than sixty (60) days  prior to the  expiration  of the Term that the one
party does not intend to extend the Term.

3. Duties and Responsibilities.

     A.   Capacity.  During the Term, the Executive  shall serve in the capacity
          of Managing Director of Yuan Shan Da Chaun (Company "B") and Yuan Shan
          Shi  Dai  Technology   Development   Company  (Company  "D"),  each  a
          wholly-owned  foreign entity  ("WOFE") of the Company,  subject to the
          supervision  of the  President  and  CEO,  or other  senior  executive
          officer of the Company as directed by the Board.

     B.   Full-Time  Duties.  During  the Term,  and  excluding  any  periods of
          disability, vacation or sick leave to which the Executive is entitled,
          the Executive  shall devote  substantially  all of his business  time,
          attention  and  energies to the business of the Company and its WOFEs.
          During the Term, it shall not be a violation of this Agreement for the
          Executive to (i) serve on  corporate,  civic or  charitable  boards or
          committees,  including  continuing to fulfill his commitment to one or
          more  "clubs"  with which  Executive  is  currently  involved in; (ii)
          deliver  lectures or fulfill  speaking  engagements  and (iii)  manage
          personal  investments,  so long as such  activities do not  materially
          interfere with the performance of the Executive's  responsibilities as
          an employee  of the  Company in  accordance  with this  Agreement.  C.
          Standard of  Performance.  The Executive will perform his duties under
          this Agreement with fidelity and loyalty,  to the best of his ability,
          experience and talent and in a manner  consistent  with his duties and
          responsibilities.


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4. Compensation.

     A.   Base Pay.  The  Company  shall pay the  Executive  a salary (the "Base
          Salary")  of $5000  USD per  month,  prorated  for  partial  months of
          employment.  The Base Salary shall be payable in  accordance  with the
          general payroll  practices of the Company in effect from time to time.
          During the remainder of the Term, the Base Salary shall be reviewed at
          least annually by the President and CEO (or Board) after  consultation
          with the  Executive  and may from time to time be  increased  (but not
          decreased without the Executive's consent) as solely determined by the
          President and CEO. Effective as of the date of any such increase,  the
          Base Salary as so increased  shall be  considered  the new Base Salary
          for all purposes of this Agreement

     B.   Annual  Performance  Bonus. The Executive shall be eligible for annual
          discretionary  bonus awards  payable in cash,  options  and/or  common
          stock of the Company,  as so determined solely by the Board,  based on
          performance  objectives  submitted  annually by senior  management and
          approved by the Board.

     C.   Long-Term  Incentives.  Upon  the  execution  of this  Agreement,  the
          Company  agrees to issue the  Executive the initial grant of stock and
          option award set forth on the term sheet attached hereto as Exhibit A,
          and  incorporated  herein by  reference.  Following  the initial grant
          and/or  option award,  the  Executive  shall be eligible for grants of
          stock options,  restricted stock and/or other long-term incentives, in
          the sole discretion of the Board.

     D.   Benefits.  If, and to the extent that, the Company maintains  employee
          benefit plans for other employees primarily based in China (including,
          but not limited to,  pension,  profit-sharing,  disability,  accident,
          medical,  life  insurance,   and  hospitalization   plans)  (it  being
          understood  that the Company may but shall not be  obligated to do so)
          then (1) the  Executive  shall be entitled to  participate  therein in
          accordance  with the  Company's  regular  practices  with  respect  to
          similarly  situated  senior  executives.  (2) The  Executive  shall be
          entitled to prompt,  normally 15 days or less from receipt of approved
          expenses  incurred  by him in the  course  of the  performance  of his
          duties hereunder,  upon the submission of appropriate documentation in
          accordance with the practices,  policies and procedures  applicable to
          other senior  executives of the Company.  (3) The  Executive  shall be
          entitled to such vacation, holidays and other paid or unpaid leaves of
          absence as are consistent with the Company's normal policies available
          to other senior executives of the Company or as are otherwise approved
          by the Board.  Notwithstanding  the foregoing,  vacation will be up to
          three  weeks  per  year,  accrued  monthly,  beginning  on  the  first
          anniversary of the Effective Date.

5.  Termination  of  Employment.  Notwithstanding  the  provisions  of Section 2
hereof,  the Executive's  employment  hereunder shall terminate under any of the
following conditions:

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     A.   Death. The Executive's employment under this Agreement shall terminate
          automatically upon his death.

     B.   Total  Disability.  The Company shall have the right to terminate this
          Agreement if the Executive becomes Totally  Disabled.  For purposes of
          this  Agreement,  "Totally  Disabled"  means that the Executive is not
          working  and is  currently  unable  to  perform  the  substantial  and
          material  duties of his  position  hereunder  as a result of sickness,
          accident  or bodily  injury  that  lasts for a period of two  calendar
          weeks or more.  Prior to a  determination  that  Executive  is Totally
          Disabled  (which shall be made in the sole discretion of the Company),
          but after Executive has exhausted all sick leave and vacation benefits
          provided by the Company,  if any,  Executive shall continue to receive
          his Base Salary,  offset by any disability benefits he may be eligible
          to receive,  conditioned  on the  execution  by the  Executive  or the
          Executive's  representative  of a  release  of all  employment-related
          claims; provided,  however, that such release shall be contingent upon
          the  Company's  satisfaction  of all  terms  and  conditions  of  this
          Agreement.

     C.   Termination "At Will" By Company. Notwithstanding any provision to the
          contrary, the Executive's employment hereunder is "at will" and may be
          terminated by the Company with prior  written  notice by the President
          and CEO (or Board) to the Executive.

6. Payments Upon Termination.

     A.   Upon termination of Executive's employment hereunder for any reason as
          so provided for in Section 5 hereof, the Company shall be obligated to
          pay and the Executive shall be entitled to receive, within thirty (30)
          days of  termination,  Base  Salary  which has  accrued  for  services
          performed to the date of termination  and which has not yet been paid.
          In addition, the Executive shall be entitled to any vested benefits to
          which he is  entitled  under  the  terms of any  applicable  Executive
          benefit plan or program, vested restricted stock plan and stock option
          plan of the  Company,  and, to the extent  applicable,  short-term  or
          long-term  disability  plan or program with respect to any disability,
          or any life insurance policies and the benefits provided by such plan,
          program or policies,  or  applicable  law as duly adopted from time to
          time by the Board.

     B.   Upon  voluntary  termination  of  employment  by the Executive for any
          reason  whatsoever,  the Company shall have no further liability under
          or in connection  with this  Agreement,  except to provide the amounts
          set forth in Section 6.A.

     C.   Upon  termination  of employment,  the Executive  shall continue to be
          subject to the  provisions of Section 7, hereof.  it being  understood
          and agreed  that such  provisions  shall  survive any  termination  or
          expiration  of the  Executive's  employment  hereunder  for any reason
          whatsoever.

7. Confidentiality;  Return of Property;  Covenant Not To Compete;  Confidential
Information.


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<PAGE>

     A.   Company  Information.  The  Company  agrees  that it will  provide the
          Executive with Confidential Information,  as defined below, which will
          enable the Executive to optimize the  performance  of the  Executive's
          duties to the Company.  In exchange,  the Executive agrees to use such
          Confidential Information solely for the Company's benefit. The Company
          and the  Executive  agree and  acknowledge  that its provision of such
          Confidential   Information  is  not  contingent  on  the   Executive's
          continued  employment  with the  Company.  "Confidential  Information"
          means any  Company  proprietary  information,  technical  data,  trade
          secrets or know-how,  including, but not limited to, research, product
          plans, products services, customer lists and customers (including, but
          not limited to,  customers of the Company on whom the Executive called
          or with whom the Executive  became  acquainted  during the term of the
          Executive's employment), markets, software, developments,  inventions,
          processes,  formulas,  technology,   designs,  drawings,  engineering,
          hardware  configuration  information,   marketing  finances  or  other
          business information  disclosed to the Executive by the Company either
          directly  or  indirectly   in  writing,   orally  or  by  drawings  or
          observation of parts or equipment.  Confidential  Information does not
          include any of the foregoing items which has become publicly known and
          made generally  available  through no wrongful act of the Executive or
          of others who were under confidentiality obligations as to the item or
          items involved or improvements or new versions.  The Executive  agrees
          at all times  during  the Term and  thereafter,  to hold in  strictest
          confidence,  and not to use,  except for the exclusive  benefit of the
          Company,  or to  disclose  to any  person  or entity  without  written
          authorization   of  the  Board  of  Directors  of  the  Company,   any
          Confidential Information of the Company.

     B.   Former Employer  Information.  The Executive  agrees that he will not,
          during his employment with the Company, improperly use or disclose any
          proprietary  information  or trade  secrets of any former  employer or
          other person or entity and that the Executive  will not bring onto the
          premises  of the  Company  any  unpublished  document  or  proprietary
          information  belonging to any such  employer,  person or entity unless
          consented to in writing by such employer, person or entity.

     C.   Third Party Information. The Executive recognizes that the Company has
          received  and in the future  will  receive  from third  parties  their
          confidential  or  proprietary  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.  The Executive shall hold
          all such  confidential  or  proprietary  information  in the strictest
          confidence  and not  disclose  it to any  person  or  entity or use it
          except as  necessary  in  carrying  out the  Executive's  work for the
          Company consistent with the Company's agreement with such third party.

     D.   Returning Confidential Information.  At the time of leaving the employ
          of the Company,  the  Executive  will deliver to the Company (and will
          not  keep  any  copies  in the  Executive's  possession)  any  and all
          Confidential  Information  or other Company  information  developed in
          whole or part by the Executive during the Executive's  employment with
          the Company or otherwise  belonging to the Company,  its successors or
          assigns.

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<PAGE>

     E.   Notification of New Employer.  In the event that the Executive  leaves
          the employ of the Company,  the  Executive  hereby  grants  consent to
          notification  by the Company to the Executive's new employer about the
          Executive's rights and obligations under this Agreement.

     F.   Solicitation of Employees.  The Executive  agrees that for a period of
          twenty-four (24) months  immediately  following the termination of the
          Executive's   relationship  with  the  Company  for  any  reason,  the
          Executive shall not either directly or indirectly  solicit,  induce or
          recruit any of the Company's  employees to leave their employment,  or
          take away such  employees,  or attempt to  solicit,  induce,  recruit,
          encourage or take away employees of the Company, either for himself or
          for any other person or entity.

     G.   Covenant Not to Compete.

          (1)  The Executive agrees that during the course of his employment and
               for  twenty-four  (24) months  following the  termination  of the
               Executive's  relationship  with the Company  for any reason,  the
               Executive will not compete,  without the prior written consent of
               the  Company,  as  a  partner,  employee,  consultant,   officer,
               director,  manager,  agent,  associate,  investor,  or otherwise,
               directly  or  indirectly,   own,   purchase,   organize  or  take
               preparatory  steps  for  the  organization  of,  build,   design,
               finance,  acquire,  lease,  operate,  manage,  invest in, work or
               consult  for  or  otherwise  affiliate  with  any  business,   in
               competition with the Company's Chinese  communications  business,
               provided,  however, that the beneficial ownership by Executive of
               up to 5% of the voting  stock of any  corporation  subject to the
               periodic reporting  requirements of the Securities and Securities
               Exchange  Act of 1934  shall  not  violate  this  Section  7. The
               foregoing  covenant  shall cover the  Executive's  activities  in
               every part of the  Territory in which the  Executive  may conduct
               business  during the term of such  covenant  as set forth  above.
               "Territory" shall mean the Peoples Republic of China.

          (2)  The Executive  acknowledges that he will derive significant value
               from the  Company's  agreement  in  Section  7.A to  provide  the
               Executive  with  that  Confidential  Information  to  enable  the
               Executive to optimize the performance of the  Executive's  duties
               to the  Company.  The  Executive  further  acknowledges  that his
               fulfillment  of the  obligations  contained  in  this  Agreement,
               including, but not limited to, the Executive's obligation neither
               to disclose  nor to use the  Company's  Confidential  Information
               other  than  for  the   Company's   exclusive   benefit  and  the
               Executive's  obligation not to compete contained in subsection G.
               above,  is  necessary  to  protect  the  Company's   Confidential
               Information and, consequently, to preserve the value and goodwill
               of the  Company.  The  Executive  further  acknowledge  the time,
               geographic and scope  limitations of the Executive's  obligations
               under subsection (1) above are reasonable, especially in light of
               the Company's desire to protect its Confidential Information, and
               that the Executive will not be precluded from gainful  employment
               if the  Executive  is  obligated  not to compete with the Company
               during the period and within the Territory as described above.

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<PAGE>

          (3)  The  covenants   contained  in  subsection  (1)  above  shall  be
               construed as a series of separate  covenants,  one for each city,
               county and state of any geographic area in the Territory.  Except
               for  geographic  coverage,  each such separate  covenant shall be
               deemed identical in terms to the covenant contained in subsection
               (1) above.  If, in any judicial  proceeding,  a court  refuses to
               enforce any of such  separate  covenants  (or any part  thereof),
               then  such  unenforceable   covenant  (or  such  part)  shall  be
               eliminated from this Agreement to the extent  necessary to permit
               the  remaining  separate  covenants  (or portions  thereof) to be
               enforced. In the event the provisions of subsection (1) above are
               deemed  to  exceed  the  time,  geographic  or scope  limitations
               permitted by Colorado and U.S. law, then such provisions shall be
               reformed to the maximum time, geographic or scope limitations, as
               the case may be, then permitted by such law.

     H.   Representations.  The  Executive  agrees to execute any proper oath or
          verify any  proper  document  required  to carry out the terms of this
          Agreement.  The Executive  represents  that his performance of all the
          terms of this  Agreement  will not  breach  any  agreement  to keep in
          confidence  proprietary  information  acquired  by  the  Executive  in
          confidence  or in trust  prior to the  Executive's  employment  by the
          Company.  The Executive has not entered into, and the Executive agrees
          that he will not enter into, any oral or written agreement in conflict
          herewith.

8. Arbitration.  Any dispute or controversy  arising under or in connection with
this Agreement  (other than any dispute or controversy  arising from a violation
or alleged  violation by the Executive of the  provisions of Section 7) shall be
settled  exclusively by final and binding  arbitration  in Denver,  Colorado (or
such other location in the United States as determined by the President and CEO)
in accordance with the Employment  Arbitration Rules of the American Arbitration
Association ("AAA"). The arbitrator shall be selected by mutual agreement of the
parties, if possible. If the parties fail to reach agreement upon appointment of
an  arbitrator  within thirty days  following  receipt by one party of the other
party's notice of desire to arbitrate,  the arbitrator  shall be selected from a
panel or panels of persons  submitted by the AAA. The selection process shall be
that which is set forth in the AAA Employment Arbitration Rules then prevailing,
except  that,  if the  parties  fail to  select an  arbitrator  from one or more
panels,  AAA shall not have the power to make an appointment  but shall continue
to  submit  additional  panels  until  an  arbitrator  has been  selected.  This
agreement  to  arbitrate  shall  not  preclude  the  parties  from  engaging  in
voluntary, non-binding settlement efforts including mediation.

9. Notices. All notices and other  communications  hereunder shall be in writing
in the  English  language  and shall be given  (and shall be deemed to have been
duly given upon  receipt)  by  delivery  in person,  by  registered  or recorded
delivery  international  air mail  letter or by(and in proving  such it shall be
sufficient to prove that the envelope containing the same was properly addressed
and posted as aforesaid), or facsimile transmission to the respective parties.



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China Wi-Max Communications, Inc.
Mr. Steven T. Berman, President and CEO
Denver Tower
1905 Sherman Street, Suite 335
Denver, CO 80203
Fax No. 703.349.4118


if to the Executive:
Mr. Changhai Chen, Managing Director

-------------------------

-------------------------

-------------------------

10.  Amendment;  Waiver.  The  terms and  provisions  of this  Agreement  may be
modified or amended only by a written instrument executed by each of the parties
hereto,  and compliance with the terms and provisions  hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising  any right,  power or
privilege  granted  hereunder shall  constitute a waiver thereof,  nor shall any
single or partial  exercise of any such right,  power or privilege  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege granted hereunder.

11. Entire Agreement. This Agreement and all Exhibits attached hereto constitute
the entire  agreement  between the parties  with  respect to the subject  matter
hereof and  supersede all prior  written or oral  agreements  or  understandings
between the parties relating thereto.

12.  Severability.  In the event that any term or provision of this Agreement is
found to be  invalid,  illegal or  unenforceable,  the  validity,  legality  and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected or impaired  thereby,  and this Agreement  shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
therein.

13. Binding Effect;  Assignment.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  respective  successors  and assigns (it
being understood and agreed that, except as expressly  provided herein,  nothing
contained  in this  Agreement  is intended  to confer  upon any other  person or
entity any rights,  benefits or remedies of any kind or  character  whatsoever).
The Executive may not assign this Agreement without the prior written consent of
the Company.  Except as otherwise  provided in this  Agreement,  the Company may
assign this Agreement to any of its  affiliates or to any successor  (whether by
operation of law or otherwise)
to all or  substantially  all of its business and assets  without the consent of
the Executive.  For purposes of this Agreement,  "affiliate" means any entity in
which the Company  owns shares or other  measure of  ownership  representing  at
least 40% of the voting power or equivalent measure of control of such entity.

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<PAGE>

14. Governing Law.

     A.   Choice  of  Law.  This  Agreement,  which  is  in  English,  shall  be
          interpreted in accordance with the commonly  understood meaning of the
          words and phrases  hereof in the United States of America,  and it and
          performance  of the parties  hereto  shall be  construed  and governed
          according to the federal laws of the United  States of America and the
          internal laws of Colorado applicable to contracts made and to be fully
          performed therein,  without regard to its conflicts of law provisions.
          Executive  waives any right he may have  under the law of  Executive's
          Territory  to  have  this   Agreement   written  in  the  language  of
          Executive's  Territory;  provided,  however,  that the English version
          shall govern.

     B.   Jurisdiction.  The parties  irrevocably  submit to the jurisdiction of
          the  courts of  Denver,  Colorado,  U.S.A.;  provided,  however,  that
          nothing herein shall  preclude  Company from  instituting  proceedings
          concerning this Agreement in any place which may have jurisdiction for
          the  purpose of  protecting  and  enforcing  Company's  rights  either
          hereunder or pursuant to any other agreements,  documents, instruments
          or otherwise.

     C.   Waiver of Venue.  Each party hereby  irrevocably  waives any objection
          which it may now or hereafter have to the laying of venue of any suit,
          action or proceeding  relating to this Agreement in Denver,  Colorado,
          U.S.A. and further irrevocably waives any claim that Denver, Colorado,
          U.S.A.  is not a  convenient  forum  for  any  such  suit,  action  or
          proceeding.  Each party  consents to the  enforcement  of any judgment
          rendered  in the  United  States  of  America  in any  action  between
          Executive and Company.  Any and all defenses  concerning  the validity
          and enforceability of the judgment shall be deemed waived unless first
          raised in a court of competent jurisdiction in the United States.

     D.   Lawyers'  Fees. In the event any litigation is brought by either party
          in  connection  with this  Agreement,  the  prevailing  party shall be
          entitled to recover from the other party all the costs,  lawyers' fees
          and  other  expenses   incurred  by  such  prevailing   party  in  the
          litigation.

15. Headings.  The headings of the sections  contained in this Agreement are for
convenience  only and shall not be deemed to control  or affect  the  meaning or
construction of any provision of this Agreement.

16.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.





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IN WITNESS THEREOF,  the Company has caused this Agreement to be executed by its
duly  authorized  officer and the Executive has signed this  Agreement as of the
Effective Date.

China Wi-Max Communications, Inc.
By: Steven T. Berman, President and CEO


---------------------------



Executive:


---------------------------
Changhai Chen













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Exhibit A  --  Term Sheet -- Initial Award - Changhai Chen Employment Agreement

I. Options.  Company will grant  Executive a signing bonus of 100,000  shares on
the Effective  Date, and an option to purchase  400,000 shares of Company common
stock,  based on the fair market value as of the grant date,  which shall be the
date of execution of this Agreement.

     A.   Fair market value shall be $0.50 per share,  the price  established as
          of the Effective Date.

     B.   Options vested and  exercisable in accordance with this paragraph with
          respect  to  (i)  100,000  shares  on  the  first  anniversary  of the
          Effective  Date;  (ii) an  additional  100,000  shares  on the  second
          anniversary of the Effective Date; (iii) an additional  100,000 shares
          on the third anniversary of the Effective Date, and (iv) an additional
          100,000  shares on the fourth  anniversary  of the Effective  Date. In
          addition,  vesting and exercisability will be subject to the Executive
          (i) achieving revenue milestones established by the Board on an annual
          basis;  and (ii)  setting  up and  overseeing  in China all  necessary
          financial  and  operational  control  systems  to meet  the  reporting
          requirements  of the Company,  as the Company  determines  in its sole
          judgment.  In the event of termination for any reason, all options not
          yet vested shall be null and void.

     C.   Options will have a term of 3 years.

     D.   Company will register the shares  subject to the option on Form S-8 or
          such other form as may be available and required,  and shall provide a
          cashless exercise procedure.

II. Change in Control.

     A.   In the event of a Change in Control and to the extent  that  Executive
          is subject to  taxation in the U.S.A.,  Company  will pay  Executive a
          gross-up  payment  to cover the  excise  tax,  if any,  imposed  under
          Section 4999 of the Internal  Revenue Code in  connection  with excess
          parachute  payments as defined in Section 280G of the Internal Revenue
          Code.

     B.   For  purpose  of the  options,  "Change  in  Control"  means:  (a) the
          consummation of a merger or  consolidation of the Company with or into
          another entity or any other transaction, where the stockholders of the
          Company  immediately  prior  to such  merger,  consolidation  or other
          transaction  own or beneficially  own  immediately  after such merger,
          consolidation  or other  transaction less than 50% of the voting power
          of the  outstanding  securities  of  each  of (i)  the  continuing  or
          surviving entity and (ii) any direct or indirect parent entity of such
          continuing  or  surviving  entity;  (b) the  sale,  transfer  or other
          disposition of all or  substantially  all of the Company's assets to a
          Person  which  is  not  owned  or  controlled  by the  Company  or its
          stockholders  immediately  prior  to  such  sale,  transfer  or  other
          disposition; (c) individuals who, 30 days following the effective date
          of this Agreement,  constitute the Board (the "Incumbent Board") cease
          for any  reason  to  constitute  at  least a  majority  of the  Board;
          provided,  however, that any individual becoming a director thereafter
          whose   election,   or  nomination   for  election  by  the  Company's
          shareholders,  was  approved  by a vote of at least a majority  of the
          directors then  comprising the Incumbent  Board shall be considered as
          though such  individual  were a member of the Incumbent  Board; or (d)
          any  transaction  as a result of which any  person is the  "Beneficial

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<PAGE>

          Owner" (as defined in Rule 13d-3 under the Exchange Act),  directly or
          indirectly,  of securities of the Company representing at least 50% of
          the total voting power  represented by the Company's then  outstanding
          voting  securities.  For  purposes  of this  definition  of  Change in
          Control,  the term "Persons" means, acting individually or as a group,
          an   individual  or  a   corporation,   Limited   Liability   Company,
          partnership,   joint  venture,  trust,  unincorporated   organization,
          association,  government  agency or political  subdivision  thereof or
          other entity.




























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