Unassociated Document


    
      
        
          EXECUTION
COPY

           

        

        EMPLOYMENT
AGREEMENT

         

      

    

    This
EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into and dated as of August 26, 2009 by and between Christopher Patrick
Holbert, whose primary place of business is located at No. 3 Jinyuan Road,
Daxing Industrial Development Zone, Beijing 102600, People’s Republic of China
(“Executive”),
and Asian Financial, Inc., a Wyoming corporation (the “Company”), and shall
be effective as of the date hereof.

     

    NOW,
THEREFORE, IN CONSIDERATION of the foregoing facts, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
parties hereby agree as follows:

     

    1.           Duties and Scope of
Employment.

     

    1.1            The
Company hereby agrees to the employment of Executive in the capacity of Chief
Executive Officer of the Company and its subsidiaries, and Executive hereby
accepts such continued employment on the terms and conditions contained in this
Agreement, for the initial period beginning on August 26, 2009 and continuing
until August 26, 2013 (the “Initial Term”) unless
earlier terminated in accordance with Section 3 of this Agreement. Following the
Initial Term, the employment relationship continued pursuant to this Agreement
may, by express agreement, be renewed annually and, if so renewed, will be
terminable by either party in accordance with Section 3 of this Agreement.
Following expiration of the Initial Term and all subsequent renewal periods, if
any, Executive’s employment with the Company will be “at-will” and either
Executive or the Company may terminate Executive’s employment with the Company
in writing to the other party for any reason or for no reason, at any
time.

     

    1.2           Executive
shall be employed on a full time basis, shall report to the Company’s Board of
Directors, shall devote his full business efforts and time to the Company and
its subsidiaries, and shall have such reasonable, usual and customary duties of
such office and title as may be delegated to Executive from time to time by the
Company’s Board of Directors.  Executive shall have those
responsibilities normally discharged by persons in his position in a U.S. public
company, including but not limited to the general supervision and oversight of
the recordkeeping and reporting of the Company as well as the responsibilities
listed in Exhibit
A which is attached hereto.

     

    1.3           Executive
agrees to the best of his ability and experience that he will at all times fully
and faithfully perform all of the duties and obligations required of and from
Executive, consistent and commensurate with Executive’s position, pursuant to
the terms hereof. During the term of Executive’s employment relationship with
the Company, Executive will not directly or indirectly engage or participate in
any business that is competitive in any manner with the business of the Company
or its subsidiaries. Nothing in this Agreement will prevent Executive from (i)
making personal investments in, and sitting on the board of directors or board
of advisors of, businesses that are not competitive with the business of the
Company or its subsidiaries, (ii) accepting speaking or presentation engagements
in exchange for honoraria or from serving on boards of charitable organizations,
or (iii) from owning no more than 1% of the outstanding equity securities of a
corporation whose stock is listed on a national stock exchange or the Nasdaq
Stock Market; provided, that, such activities
listed in (i) through (iii) do not materially interfere with Executive’s
obligations to the Company and its subsidiaries as described above. Executive
will comply with and be bound by the Company’s operating policies, procedures
and practices as provided in writing to Executive from time to time and in
effect during the term of Executive’s employment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.4           Executive
represents and warrants to the Company that he is under no obligations or
commitments, whether contractual or otherwise, that are inconsistent with his
obligations under this Agreement. Executive represents and warrants that he will
not use or disclose, in connection with his employment by the Company, any trade
secrets or other proprietary information or intellectual property in which
Executive or any other person has any right, title or interest and that his
employment by the Company as contemplated by this Agreement will not infringe or
violate the rights of any other person or entity. Executive represents and
warrants to the Company that he has returned all property and confidential
information belonging to any prior employers.

     

    1.5           Executive
acknowledges that the nature of his responsibilities may require domestic and
international travel from time to time.

     

    2.           
Compensation and
Benefits.

     

    2.1           As
of the Effective Date, Executive shall receive a monthly base salary of
RMB125,280, less payroll deductions and all required withholdings.  In
addition, an annual retention bonus of RMB410,010 will be payable to the
Executive on the first and on each subsequent anniversary of the effective date,
less payroll deductions and all required withholdings. Executive’s monthly base
salary will be payable pursuant to the Company’s normal payroll practices, will
be reviewed on an annual basis by the Compensation Committee of the Company’s
Board of Directors (the “Compensation
Committee”) and may be increased during the Initial Term on each
anniversary of the effective date of this Agreement, at the discretion of the
Compensation Committee. Notwithstanding the foregoing, Executive’s monthly
salary may be allocated among and payable by the Company or its subsidiaries in
such amounts as are determined by the Company’s Board of Directors.

     

    2.2            The
Company shall pay to Executive such bonuses as may be determined from time to
time in the sole discretion of the Compensation Committee. The amount of annual
bonus payable to Executive shall vary in the discretion of the Compensation
Committee. In determining the annual bonus to be paid to Executive, the
Compensation Committee may consider all factors deemed relevant and
appropriate.

     

    2.3            During
his employment, Executive will be eligible for fifteen (15) days of vacation
each year, which vacation shall accrue ratably over each calendar year and
pro-rata during any partial year of employment, subject to a maximum accrual at
any time of eight weeks of vacation.

     

    2.4           During
his employment, Executive shall be eligible to participate in any employee
benefit plans maintained by the Company for other executive officers, subject in
each case to the generally applicable terms and conditions of the plan in
question, the determinations of any person or committee administering such plan,
and any applicable law.

     

    2.5           During
his employment, Executive shall be authorized to incur necessary and reasonable
travel, entertainment and other business expenses in connection with his duties
hereunder. The Company shall reimburse Executive for such expenses upon
presentation of an itemized account and appropriate supporting documentation,
all in accordance with the Company’s generally applicable
policies.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    3.          
Termination of
Employment.

     

    3.1           If
Executive’s employment terminates for any reason, Executive shall not be
entitled to any severance payments, benefits, damages award or compensation
other than as specified in this Agreement.

     

    3.2           During
the Initial Term and any annual renewal period, the employment relationship may
be terminated as follows: (i) by Executive for any reason or for Good Reason (as
defined in Section 3.6 below), upon at least sixty (60) days’ written notice to
the Company, effective as of the date set forth in such notice or such earlier
date determined by the Company following such notice, and subject to Section 3.3
below; (ii) by the Company without Cause (as defined in Section 3.5 below), upon
at least thirty (30) days’ written notice to Executive, effective as of the date
set forth in such notice or such earlier date determined by Executive following
such notice, and subject to Section 3.3 and Section 3.4 below; (iii) by the
Company for Cause with immediate effect, and subject to Section 3.3 below; and
(iv) upon Executive’s death or Disability (as defined in Section 3.7 below) with
immediate effect, and subject to Section 3.3 below.

    


    3.3           If
Executive’s employment terminates for any reason at any time, including but not
limited to Executive’s voluntary election to terminate his employment with or
without Good Reason, termination by the Company with or without Cause, or upon
Executive’s death or Disability, Executive (or Executive’s estate in the case of
death) will receive payment(s) for all salary and unpaid vacation accrued as of
the date of Executive’s termination of employment, and shall be entitled to all
accrued benefits and to any additional benefits pursuant to Company plans or
policies in effect at the time of termination or as required by law, less all
required withholdings. Such payments shall be paid within ten (10) business days
of the effective date of termination. Executive shall be entitled to the
Severance Benefit (as defined in Section 3.4) in the event of termination of his
employment only as provided in Section 3.4 below.

    


    3.4           In
the event that the Company terminates Executive’s employment without Cause
during the Initial Term or any annual renewal term, the Company shall, in
addition to the payments and benefits provided for in Section 3.3, provide to
Executive an amount equal to the base salary that Executive would otherwise
receive from the Company during the period of six (6) months preceding the
termination of employment (the “Severance Benefit”).
In the Company’s sole discretion, the Severance Benefit may be paid by the
Company in a lump sum payment within ten (10) business days of the termination
of employment, or may be paid in six (6) monthly installments beginning on the
last day of the month following the termination of employment. Such Severance
Benefit shall constitute liquidated damages for early termination of this
Agreement and will be in lieu of any compensation, damages or remedy that
Executive would otherwise be entitled to receive. Such Severance Benefit is,
further, conditioned on Executive’s full and faithful compliance with the
covenants contained in Section 4 of this Agreement and the Confidentiality
Agreement as therein defined.  If Executive fails to comply in any way
with such covenants, Executive will immediately forfeit any rights to, and the
Company shall immediately be relieved of any obligation to provide, any
further payments of the Severance Benefit and shall, at the sole discretion of
the Company, reimburse the Company for any Severance Benefits previously paid,
within ten (10) days after delivery to Executive of a demand therefor. The
forfeiture of benefits set forth in this Section 3.4 shall be in addition to any
of remedies at law or equity that the Company would otherwise
have.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    3.5            
For purposes of this Agreement, “Cause” for
Executive’s termination will exist at any time after the happening of one or
more of the following events:

     

    (a)           Executive’s
continued failure to substantially perform Executive’s duties, including
Executive’s refusal to comply in any material respect with the legal directives
of the Board of Directors so long as such directives are not inconsistent with
Executive’s position and duties, and such refusal to comply is not remedied
within ten (10) working days after written notice from the Board of Directors,
which written notice shall state that failure to remedy such conduct may result
in termination for Cause;

     

    (b)           Executive’s
dishonest or fraudulent conduct, or deliberate attempt to do an injury to the
Company or any of its subsidiaries, or conduct that materially discredits the
Company or any of its subsidiaries or is materially detrimental to the
reputation of the Company or any of its subsidiaries, including conviction of a
felony; or

     

    (c)           Executive’s
breach of any element of the Confidentiality Agreement (as defined in Section 4
below), including without limitation, Executive’s theft or other
misappropriation of proprietary information of the Company or any of its
subsidiaries.

     

    3.6            
For purposes of this Agreement, “Good Reason” for
Executive to terminate his employment shall exist if Executive voluntarily
resigns within after having provided the Company with written notice of any of
the following circumstances within thirty (30) days of the initial existence of
any of the following circumstances:

     

    (a)           a
material reduction in Executive’s job position or responsibilities to a position
or to responsibilities substantially lower than the position and
responsibilities assigned to Executive upon commencement of the employment
relationship pursuant to this Agreement which has not been cured by the Company
within thirty (30) calendar days after notice of such occurrence is given by
Executive to the Company; or

     

    (b)           a
failure by the Company to comply with any provision of Section 2 of this
Agreement which has not been cured within thirty (30) calendar days after notice
of such noncompliance has been given by Executive to the Company or if such
failure is not capable of being cured in such time, a cure shall not have been
diligently initiated by the Company within such thirty (30) calendar day
period.

     

    3.7            
“Disability” as
used herein means Executive’s inability to discharge a material portion of his
responsibilities as set forth in Section 1 on account of a physical or mental
disability for either four (4) consecutive months or six (6) non-consecutive
months during a 12-month period. A termination of Executive’s employment due to
Disability will exist upon Executive’s Disability and the Company’s election to
terminate Executive’s employment.


    
      
         


      

      
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    4.           
Protection of
Confidential Information; Non-Competition.

     

    4.1            
Executive shall sign a Confidential Information and Invention Assignment
Agreement (the “Confidentiality
Agreement”) attached hereto as Exhibit B. Executive
hereby represents and warrants to the Company that he has complied with all
obligations under the Confidentiality Agreement and agrees to continue to abide
by the terms of the Confidentiality Agreement, which are incorporated by
reference herein. Executive further agrees that the provisions of the
Confidentiality Agreement shall survive any termination of this Agreement or of
Executive’s employment relationship with the Company.

     

    4.2            
Executive hereby agrees that he shall not, during his employment with the
Company and for a period of twelve (12) months following the termination of his
employment with the Company for any reason, whether with or without cause, do
any of the following, either directly or indirectly, without the prior written
consent of the Board of Directors:

    


    (a)           carry
on any business or activity (whether directly or indirectly, as a partner,
shareholder, principal, agent, director, affiliate, employee or consultant) in
any parts of the Peoples’ Republic of China where the Company or any of its
subsidiaries conduct their business, which is directly competitive with the
business conducted by the Company or any of its subsidiaries (as conducted now
or as those businesses come to be conducted during the term of Executive’s
employment), where Executive’s performance of such business or activity has
caused, or would or might cause, Executive to disclose, base judgments on or use
any Confidential Information (as defined in the Confidentiality Agreement)
acquired during or in the course of Executive’s employment with the Company or
impair customer, vendor or business partner relations or the Company’s goodwill,
or otherwise cause special harm to the Company;

    


    (b)           attempt
to negatively influence any of the Company’s and its subsidiaries’ clients or
customers from purchasing Company products or services or to solicit or
influence or attempt to influence any client, customer or other person either
directly or indirectly, to direct his or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in
competition with the business of the Company and its subsidiaries;

    


    (c)           solicit,
induce, recruit, encourage, take away or influence or attempt to influence any
person employed by or a consultant to the Company or any of its subsidiaries to
terminate or otherwise cease his employment or consulting relationship with the
Company or any of its subsidiaries or become an employee of any competitor of
the Company or its subsidiaries; and

     

    (d)           engage
in any other activities that conflict with those obligations of Executive to the
Company and its subsidiaries that survive the termination of this Agreement or
Executive’s employment with the Company.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    Executive
agrees that breach of this Section 4.2 will cause substantial injury to the
Company for which money damages will not provide an adequate remedy, and
Executive agrees that the Company shall have the right to obtain injunctive
relief, including the right to have this Section 4.2 specifically enforced by
any court having equity jurisdiction, in addition to, and not in limitation of,
any other remedies available to the Company under applicable law.

     

    The
restrictions in Section 4.2(a) to (d) are regarded by the Company and Executive
as fair and reasonable, and the Company and Executive hereby expressly confirm,
declare and represent to each other that they are so regarded by
them.  However, it is hereby declared that each of the restrictions in
this Section 4.2 is intended to be separate and severable.  If any
restriction is held to be unreasonably wide but would be valid if part of the
wording were to be deleted or the range of activities or businesses were to be
reduced in scope, such restriction will apply with so much of the wording
deleted or modified as may be necessary to make it valid.

    


    5.            Successors.

     

    5.1           This
Agreement shall be binding upon any successor (whether direct of indirect and
whether by purchase, lease, merger, consolidation, liquidation or otherwise) to
all or substantially all of the Company’s business and/or assets. For all
purposes under this Agreement, the term “Company” shall include any successor to
the Company’s business and/or assets, which becomes bound by this
Agreement.

     

    5.2           This
Agreement and all rights of Executive hereunder shall inure to the benefit of,
and be enforceable by, Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.

     

    6.           Indemnification.  The Company will
indemnify and defend Executive to the maximum extent permitted by law, provided
Executive enters into the Company’s standard form of Indemnification Agreement
giving him such protection. Pursuant to the Indemnification Agreement, the
Company will agree to advance any expenses for which indemnification is
available to the extent allowed by applicable law.

     

    7.           Miscellaneous
Provisions.

     

    7.1            All
notices provided for in this Agreement shall be in writing, and shall be deemed
to have been duly given when delivered personally to the party to receive the
same, when transmitted by electronic means, or when mailed first class postage
prepared, by certified mail, return receipt requested, addressed to the party to
receive the same at his or its address set forth below, or such other address as
the party to receive the same shall have specified by written notice given in
the manner provided for in this Section 7.1. All notices shall be deemed to have
been given as of the date of personal delivery, transmittal or mailing
thereof.

     

    If
to Executive:       

    


    Christopher
Patrick Holbert

    c/o Asian
Financial, Inc.

    No. 3
Jinyuan Road


    
      
         


      

      
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    Daxing
Industrial Development Zone

    Beijing
102600

    People’s
Republic of China

    Tel.:
+8610-6021-2222

    Fax:
+8610-6021-2164

    


    If  to
the Company: 

     

    Asian
Financial, Inc.

    No. 3
Jinyuan Road

    Daxing
Industrial Development Zone

    Beijing
102600

    People’s
Republic of China

    Attention:        Wenhua
Guo

    Chairman of the Board

    Tel:
+8610-6021-2222

    Fax:
+8610-6021-2164

    


    7.2            No
provision of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by
Executive and by an authorized officer of the Company (other than Executive). No
waiver by either party of any breach of, or of compliance with, any condition or
provision of this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.  In addition, to the extent that this Agreement and the
benefits it provides are or become subject to Internal Revenue Code Section
409A(a)(1), Executive and the Company agree to cooperate to make such amendments
to the terms of this Agreement as may be necessary to avoid the imposition of
penalties and additional taxes under Section 409A of the Code; provided, however, that
Executive and the Company agree that any such amendment shall not (i) materially
increase the cost to, or liability of, the Company with respect to any payments
under this Agreement, or (ii) materially decrease the value of benefits provided
to Executive under this Agreement.

     

    7.3            No
other agreements, representations or understandings (whether oral or written)
which are not expressly set forth in this Agreement or the Confidentiality
Agreement have been made or entered into by either party with respect to the
subject matter of this Agreement. This Agreement and the Confidentiality
Agreement contain the entire understanding of the parties with respect to the
subject matter hereof.

     

    7.4            All
payments made under this Agreement shall be subject to reduction to reflect
taxes of other charges required to be withheld by law.

     

    7.5           The
validity, interpretation, construction, performance and enforcement of this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made to be performed entirely within
the State of New York, without giving effect to the principles of conflicts of
law thereunder.

    


    7.6            The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    7.7            This
Agreement and all rights and obligations of Executive hereunder are personal to
Executive and may not be transferred or assigned by Executive at any time. The
Company may assign its rights under this Agreement to any entity that assumes
the Company’s obligations hereunder in connection with any sale or transfer of
all or a substantial portion of the Company’s assets to such
entity.

     

    7.8            Except
as provided below, any dispute or claim arising out of or in connection with
this Agreement will be finally settled by binding arbitration in Hong Kong in
accordance with the rules of the Hong Kong International Arbitration Centre by
one arbitrator appointed in accordance with said rules. Executive and the
Company shall split the cost of the arbitration filing and hearing fees and the
cost of the arbitrator. The arbitrator will award attorneys fees to the
prevailing party. The arbitrator shall apply New York law, without reference to
rules of conflicts of law or rules of statutory arbitration, to the resolution
of any dispute. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. Notwithstanding the foregoing, the
parties may apply to any court of competent jurisdiction for preliminary or
interim equitable relief, or to compel arbitration in accordance with this
paragraph, without breach of this arbitration provision. This Section 7.8 shall
not apply to a proceeding for equitable relief arising from any dispute or claim
relating to the Confidentiality Agreement or Section 4.2 of this
Agreement.

     

    7.9           The
headings of the paragraphs contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision of this Agreement.

     

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

     

    [Signature Page
Follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              “COMPANY”
       

                            	 	“EXECUTIVE”
	
                               
       

                            	 	 
      	 
      
	
                              Asian
      Financial, Inc.  

                            	 	Christopher
      Patrick Holbert
	 
      	 
      	 	 
      	 
      
	
                              By: 

                            	/s/
      Wenhua Guo 	 	By: 	
                              /s/ Christopher Patrick Holbert

                            
	
                              Name:  

                            	
                              Wenhua
      Guo 

                            	 	 
      	 
      
	
                              Title: 

                            	
                              Chairman
      of the Board 

                            	 	 
      	 
      
	 
      	 
      	 	 
      	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    RESPONSIBILITIES
OF CHIEF EXECUTIVE OFFICER

    


    Management

    


    
      	
              1.

            	
              Responsible
      for running the Company. Manages the business, exercising executive
      stewardship of the Company’s physical, financial and human resources and
      real property.

            


    

    


    
      	
              2.

            	
              Responsible
      for the organization of the Company, and for the appointment of senior
      managers.

            


    

    


    
      	
              3.

            	
              Ensures
      that such action is taken as is necessary to secure the timely and
      effective implementation of the policies and strategies set by the Board
      and of decisions taken by or on behalf of the
  Board.

            


    

    


    
      	
              4.

            	
              Is
      responsible, in consultation with the relevant executive directors and the
      Nominating Committee, for effective succession planning and for the
      development of senior managers to ensure planned succession to their
      appointments as the need arises.

            


    

    


    
      	
              5.

            	
              Attends
      Compensation Committee meetings except on matters concerning the Chief
      Executive Officer.

            


    

    


    Strategy and
Operations

    


    
      	
              6.

            	
              In
      association with the Chairman of the Board, directs the corporate
      development activities of the Company, subsidiaries and associated
      companies and ensures proposals for major new licensing arrangements,
      mergers, acquisitions, divestments, closures and significant operational
      developments are properly evaluated, prior to their presentation to the
      Board for approval.

            


    

    


    
      	
              7.

            	
              Responsible
      for effective strategic planning for the Company and for preparing
      policies and strategies, including the annual budget, for submission to
      the Board.

            


    

    


    
      	
              8.

            	
              Ensures
      that appropriate policies and strategies are adopted within the Company,
      that these policies and strategies are implemented effectively, that
      performance is effectively monitored and that guidance or direction is
      given where appropriate.

            


    

    


    Governance

    


    
      	
              9.

            	
              With
      the participation, as appropriate, of the Chief Financial Officer, is
      responsible for public relations, including relations with the Company’s
      shareholders, the financial community, other public organizations, other
      companies, the media and the public
generally.

            


    

    


    
      	
              10.

            	
              Responsible
      for keeping the Chairman of the Board informed on all matters that may be
      of importance to the Company, including its current performance and
      progress.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    CONFIDENTIAL INFORMATION
AND

    INVENTION ASSIGNMENT
AGREEMENT


     

    This
Information and Invention Assignment Agreement (this “Agreement”), is
entered into and dated as of August 26, 2009 by and between Asian Financial,
Inc., a Wyoming corporation (the “Company”), and
Christopher Patrick Holbert, the Chief Executive Officer of the Company (“I,” “me,” “my,” or “Executive”).

    


    On even
date herewith, the Company and I entered into that certain Employment Agreement
(the “Employment
Agreement”). I recognize and acknowledge that the Company would not have
entered into the Employment Agreement but for my commitment to the agreements
and covenants contained in this Agreement. Accordingly, in consideration of my
retention by the Company and its acceptance of the Employment Agreement, the
sufficiency of which I expressly acknowledge, the Company and I, intending to be
legally bound, agree as follows:

    


    1.           Employment
or Consulting Relationship.  I understand and
acknowledge that this Agreement does not alter, amend or expand upon any rights
I may have to continue in the employ of, or in the duration of my employment
with, the Company under the Employment Agreement or under applicable law. Any
employment relationship between the Company and me, whether commenced prior to
or upon the date of this Agreement, shall be referred to herein as the “Relationship.”

     

    2.            Duties.  I
will perform for the Company and its subsidiaries such duties as may be
designated by the Company from time to time. During the Relationship, I agree to
the best of my ability and experience that I will at all times fully and
faithfully perform all of the duties and obligations required of and from me,
consistent and commensurate with my position. I will devote my best efforts to
the interests of the Company and its subsidiaries and will not engage in other
employment or in any activities detrimental to the best interests of the Company
and its subsidiaries without the prior written consent of the
Company.

     

    3.           Confidential
Information.

     

    (a)           Company
Information.  I agree at all
times during the term of my Relationship with the Company and thereafter, to
hold in strictest confidence, and not to use, except for the benefit of the
Company to the extent necessary to perform my obligations to the Company under
the Relationship, or to disclose to any person, firm, corporation or other
entity without written authorization of the Board of Directors of the Company,
any Confidential Information of the Company and its subsidiaries which I obtain
or create. I further agree not to make copies of such Confidential Information
except as authorized by the Company. I understand that “Confidential
Information” means any Company proprietary information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, suppliers, customer lists and customers (including,
but not limited to, customers of the Company and its subsidiaries on whom I
called or with whom I became acquainted during the Relationship), prices and
costs, markets, software, developments, inventions, laboratory notebooks,
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, licenses, finances, budgets or other
business information disclosed to me by the Company and its subsidiaries either
directly or indirectly in writing, orally or by drawings or observation of parts
or equipment or created by me during the period of the Relationship, whether or
not during working hours. I understand that Confidential Information includes,
but is not limited to, information pertaining to any aspect of the Company’s and
its subsidiaries’ business which is either information not known by actual or
potential competitors of the Company and its subsidiaries or other third parties
not under confidentiality obligations to the Company and its subsidiaries, or is
otherwise proprietary information of the Company and its subsidiaries or its
customers or suppliers, whether of a technical nature or otherwise. I further
understand that Confidential Information does not include any of the foregoing
items, which has become publicly and widely known and made generally available
through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           Prior
Obligations.  I represent that
my performance of all terms of this Agreement as an officer of the Company has
not breached and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by me prior or subsequent to the
commencement of my Relationship with the Company, and I will not disclose to the
Company and its subsidiaries or use any inventions, confidential or non-public
proprietary information or material belonging to any current or former client or
employer or any other party. I will not induce the Company and its subsidiaries
to use any inventions, confidential or non-public proprietary information, or
material belonging to any current or former client or employer or any other
party.

     

    (c)           Third
Party Information.  I recognize that
the Company and its subsidiaries have received and in the future will receive
confidential or proprietary information from third parties subject to a duty on
the Company’s and its subsidiaries’ part to maintain the confidentiality of such
information and to use it only for certain limited purposes. I agree to hold all
such confidential or proprietary information in the strictest confidence and not
to disclose it to any person, firm or corporation or to use it except as
necessary in carrying out my work for the Company and its subsidiaries
consistent with the Company’s and its subsidiaries’ agreement with such third
party.

     

    4.           Inventions.

     

    (a)           Inventions
Retained and Licensed.  I have attached
hereto, as Exhibit
(i), a list describing with particularity all inventions, original works
of authorship, developments, improvements, and trade secrets which were made by
me prior to the commencement of the Relationship (collectively referred to as
“Prior
Inventions”), which belong solely to me or belong to me jointly with
another, which relate in any way to any of the Company’s and its subsidiaries’
proposed businesses, products or research and development, and which are not
assigned to the Company hereunder; or, if no such list is attached, I represent
that there are no such Prior Inventions. If, in the course of my Relationship
with the Company, I incorporate into a Company product or its subsidiaries
product, process or machine a Prior Invention owned by me or in which I have an
interest, the Company is hereby granted and shall have a non-exclusive,
royalty-free, irrevocable, perpetual, worldwide license (with the right to
sublicense) to make, have made, copy, modify, make derivative works of, use,
sell and otherwise distribute such Prior Invention as part of or in connection
with such product, process or machine.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)           Assignment
of Inventions.  I agree that I
will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company,
or its designee, all my right, title and interest throughout the world in and to
any and all inventions, original works of authorship, developments, concepts,
know-how, improvements or trade secrets, whether or not patentable or
registrable under copyright or similar laws, which I may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during the period of my Relationship with the Company
(collectively referred to as “Inventions”). I
further acknowledge that all Inventions which are made by me (solely or jointly
with others) within the scope of and during the period of my Relationship with
the Company are “works
made for hire” (to the greatest extent permitted by applicable law) and
are compensated by my salary (if I am an employee).

     

    (c)           Maintenance
of Records.  I agree to keep
and maintain adequate and current written records of all Inventions made by me
(solely or jointly with others) during the term of my Relationship with the
Company. The records may be in the form of notes, sketches, drawings, flow
charts, electronic data or recordings, laboratory notebooks, and any other
format. The records will be available to and remain the sole property of the
Company at all times. I agree not to remove such records from the Company’s
place of business except as expressly permitted by Company policy which may,
from time to time, be revised at the sole election of the Company for the
purpose of furthering the Company’s business. I agree to return all such records
(including any copies thereof) to the Company at the time of
termination of my Relationship with the Company as provided for in
Section 5.

     

    (d)           Patent
and Copyright Rights.  I agree to assist
the Company, or its designee, at its expense, in every proper way to secure the
Company’s, or its designee’s, rights in the Inventions
and any copyrights, patents, trademarks, mask work rights, moral rights, or
other intellectual property rights relating thereto in any and all countries,
including the disclosure to the Company or its designee of all pertinent
information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, recordations, and all other instruments
which the Company or its designee shall deem necessary in order to apply for,
obtain, maintain and transfer such rights, or if not transferable, waive such
rights, and in order to assign and convey to the Company or its designee, and
any successors, assigns and nominees the sole and exclusive rights, title and
interest in and to such Inventions, and any copyrights, patents, mask work
rights or other intellectual property rights relating thereto. I further agree
that my obligation to execute or cause to be executed, when it is in my power to
do so, any such instrument or papers shall continue after the termination of
this Agreement until the expiration of the last such intellectual property right
to expire in any country of the world. If the Company or its designee is unable
because of my mental or physical incapacity or unavailability or for any other
reason to secure my signature to apply for or to pursue any application for any
United States or foreign patents, copyright, mask works or other registrations
covering Inventions or original works of authorship assigned to the Company or
its designee as above, then I hereby irrevocably designate and appoint the
Company and its
duly authorized officers and agents as my agent and attorney in fact, to act for
and in my behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the application for, prosecution,
issuance, maintenance or transfer of letters patent, copyright or other
registrations thereon with the same legal force and effect as if originally
executed by me. I hereby waive and irrevocably quitclaim to the Company or its
designee any and all claims, of any nature whatsoever, which I now or hereafter
have for infringement of any and all proprietary rights assigned to the Company
or such designee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.           Company
Property; Returning Company Documents.  I acknowledge and
agree that I have no expectation of privacy with respect to the Company’s
telecommunications, networking or information processing systems (including,
without limitation, stored company files, e-mail messages and voice messages)
and that my activity and any files or messages on or using any of those systems
may be monitored at any time without notice. I further agree that any property
situated on the Company’s premises and owned by the Company, including disks and
other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice. I agree
that, at the time of termination of my Relationship with the Company, whether by
me or the Company and for whatever reason or circumstance, I will promptly
deliver to the Company (and will not keep in my possession, recreate or deliver
to anyone else) any and all devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
laboratory notebooks, materials, flow charts, equipment, other documents or
property, or reproductions of any of the aforementioned items developed by me
pursuant to the Relationship or otherwise belonging to the Company, its
successors or assigns, or any other documents of whatever kind or nature that
contain Confidential Information, including electronically stored information
that is maintained on any medium or storage of electronic data, including a
personal computer, laptop, personal data assistant or any like or similar device
that may now, or in the future come to exist. In the event of the termination of
the Relationship, I agree to sign and deliver the “Termination
Certification” attached hereto as Exhibit (ii);
however, my failure to sign and deliver the Termination Certificate shall in no
way diminish my continuing obligations under this Agreement.

    


    6.            Notification
to Other Parties.

     

    (a)           Employees.  In the event that
I leave the employ of the Company, I hereby consent to notification by the
Company to my new employer about my rights and obligations under this
Agreement.

     

    (b)           Consultants.  I hereby grant
consent to notification by the Company to any other parties besides the Company
with whom I maintain a consulting relationship, including parties with whom such
relationship commences after the effective date of this Agreement, about my
rights and obligations under this Agreement.

     

    7.           Solicitation
of Employees, Consultants and Other Parties.  I hereby agree
that I will not, during the term of my Relationship with the Company and for a
period of twelve (12) months following the termination of my employment with the
Company for any reason, whether with or without cause, do any of the following,
either directly or indirectly, without the prior written consent of the Board of
Directors:

    


    (a)           attempt
to negatively influence any of the Company’s and its subsidiaries’ clients or
customers from purchasing Company products or services or to solicit or
influence or attempt to influence any client, customer or other person either
directly or indirectly, to direct his or its purchase of products and/or
services to any person, firm, corporation, institution or other entity in
competition with the business of the Company and its subsidiaries;
and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)           solicit,
induce, recruit, encourage, take away or influence or attempt to influence any
person employed by or a consultant to the Company or any of its subsidiaries to
terminate or otherwise cease his employment or consulting relationship with the
Company or any of its subsidiaries or become an employee of any competitor of
the Company or its subsidiaries.

    


    8.           Representations
and Covenants.

     

    (a)           Facilitation
of Agreement.  I agree to
execute promptly any proper oath or verify any proper document required to carry
out the terms of this Agreement upon the Company’s written request to do
so.

     

    (b)           Conflicts.  I represent that
my performance of all the terms of this Agreement does not and will not breach
any agreement I have entered into, or will enter into with any third party,
including without limitation any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to commencement of my
Relationship with the Company. I agree not to enter into any written or oral
agreement that conflicts with the provisions of this Agreement.

     

    (c)           Voluntary
Execution.  I certify and
acknowledge that I have carefully read all of the provisions of this Agreement
and that I understand and will fully and faithfully comply with such
provisions.

     

    9.           Miscellaneous
Provisions.

     

    (a)           Notice.
All notices provided for in this Agreement shall be in writing, and shall be
deemed to have been duly given when delivered personally to the party to receive
the same, when transmitted by electronic means, or when mailed first class
postage prepared, by certified mail, return receipt requested, addressed to the
party to receive the same at his or its address set forth below, or such other
address as the party to receive the same shall have specified by written notice
given in the manner provided for in this Section 9(a). All notices shall be
deemed to have been given as of the date of personal delivery, transmittal or
mailing thereof.

     

    If
to Executive:       

    


    Christopher
Patrick Holbert

    c/o Asian
Financial, Inc.

    No. 3
Jinyuan Road

    Daxing
Industrial Development Zone

    Beijing
102600

    People’s
Republic of China

    Tel.:
+8610-6021-2222

    Fax:
+8610-6021-2164

    


    If  to
the Company: 

     

    Asian
Financial, Inc.

    No. 3
Jinyuan Road

    Daxing
Industrial Development Zone

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Beijing
102600

    People’s
Republic of China

    Attention:       Wenhua
Guo

    Chairman of the Board

    Tel:
+8610-6021-2222

    Fax:
+8610-6021-2164

    


    (b)           Amendment;
Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing
and signed by me and by an authorized officer of the Company (other than me). No
waiver by either party of any breach of, or of compliance with, any condition or
provision of this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.

    


    (c)           Entire
Agreement.  No other agreements, representations or
understandings (whether oral or written) which are not expressly set forth in
this Agreement or the Employment Agreement have been made or entered into by
either party with respect to the subject matter of this Agreement. This
Agreement and the Employment Agreement contain the entire understanding of the
parties with respect to the subject matter hereof.

    


    (d)           Governing
Law.  The validity,
interpretation, construction, performance and enforcement of this Agreement
shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made to be performed entirely within the State
of New York, without giving effect to the principles of conflicts of law
thereunder.

    


    (e)           Consent
to Jurisdiction.  Except as limited by and subject to Section
7.8 of the Employment Agreement, any dispute, controversy, or claim arising out
of or relating to (i) this Agreement, and its enforcement, interpretation,
termination, applicability or validity or (ii) an alleged breach, default, or
misrepresentation in connection with any of its provisions shall be tried only
in the courts of Hong Kong. I understand and agree that by execution and
delivery of this Agreement the parties accept for themselves, respectively, and
in connection with their properties, generally and unconditionally, the
exclusive jurisdiction of the aforesaid courts for all such aforementioned
disputes, and excluding any dispute subject to arbitration under Section 7.8 of
the Employment Agreement, and waive any defense of forum non conveniens and
irrevocably agree to be bound by any judgment rendered thereby in connection
with this Agreement, in each respect to the maximum extent permitted by
law.

    


    (f)           Severability.  The invalidity or
unenforceability of any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision hereof, which shall
remain in full force and effect. The restrictions in Section 3 and Section 7 of
this Exhibit B
and the third and fourth paragraphs of Exhibit (ii) attached
hereto are regarded by me and the Company as fair and reasonable, and the
Company and I hereby expressly confirm, declare and represent to each other that
they are so regarded by us.  However, it is hereby declared that each
of the restrictions including those restrictions grouped within one section or
sub-section in Section 3 and Section 7 of this Exhibit B and the
third and fourth paragraphs of Exhibit (ii) attached
hereto is intended to be separate and severable.  If any restriction
is held to be unreasonably wide but would be valid if part of the wording were
to be deleted or the range of activities or businesses were to be reduced in
scope, such restriction will apply with so much of the wording deleted or
modified as may be necessary to make it valid.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (g)          Successors
and Assigns.  This Agreement
will be binding upon my heirs, executors, administrators and other legal
representatives, and my successors and assigns, and will be for the benefit of
the Company, its successors, and its assigns.

     

    (h)          Survival.  The provisions of
this Agreement shall survive the termination of the Relationship and the
assignment of this Agreement by the Company to any successor in interest or
other assignee.

     

    (i)            Remedies.  I
acknowledge and agree that violation of this Agreement by me may cause the
Company irreparable harm, and therefore agree that the Company will be entitled
to seek extraordinary relief in court, including but not limited to temporary
restraining orders, preliminary injunctions and permanent injunctions without
the necessity of posting a bond or other security and in addition to and without
prejudice to any other rights or remedies that the Company may have for a breach
of this Agreement.

     

    (j)            Headings.  The
headings of the paragraphs contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision of this Agreement.

     

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

    


    (l)           ADVICE OF
COUNSEL.  I ACKNOWLEDGE
THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE
OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS
AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST
ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

     

    [Signature Page
Follows]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    The
parties have executed this Agreement on the respective dates set forth
below:

     

    
      
        
          	
                  COMPANY:

                	 
      	
                  EXECUTIVE:

                
	 
      	 
      	 
      
	
                  ASIAN
      FINANCIAL, INC.

                	 
      	
                  Christopher
      Patrick Holbert, an Individual:

                
	 
      	 
      	 
      
	
                  By:
      /s/ Wenhua Guo

                	 
      	
                  /s/ Christopher Patrick Holbert

                
	 
      	 
      	 
      
	
                  Name: 
      Wenhua Guo

                	 
      	 
      
	 
      	 
      	 
      
	
                  Title: 
      Chairman of the Board

                	 
      	 
      
	 
      	 
      	 
      
	
                  Date: August
      26, 2009

                	 
      	
                  Date: August
      26, 2009

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
(i)

     

    LIST
OF PRIOR INVENTIONS

    AND
ORIGINAL WORKS OF AUTHORSHIP

    EXCLUDED
UNDER SECTION 4

    


    
      
        
          
            
              
                
                  	
                          Title

                        	 
      	
                          Date

                        	 
      	
                          Identifying
      Number

                          or
      Brief Description

                        
	 
      	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

    
 

    _X__ No inventions or
improvements

     

    ___
Additional Sheets Attached

     

    Signature
of Executive:               
/s/ Christopher Patrick
Holbert                       


     

    Print
Name of Executive: Christopher Patrick Holbert

     

    Date:
August 26, 2009

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
(ii)

     

    TERMINATION
CERTIFICATION

     

    This is
to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, laboratory notebooks, flow
charts, materials, equipment, other documents or property, or copies or
reproductions of any aforementioned items belonging to Asian Financial, Inc.,
its subsidiaries, affiliates, successors or assigns (together, the “Company”), or any
other documents of whatever kind or nature that contain Confidential
Information, including electronically stored information that is maintained on
any medium or storage of electronic data.

     

    I further
certify that I have complied with all the terms of the Company’s Confidential
Information and Invention Assignment Agreement signed by me, including the
reporting of any inventions and original works of authorship (as defined
therein), conceived or made by me (solely or jointly with others) covered by
that agreement or other entity in competition with the business of the
Company.

     

    I further
agree that, in compliance with the Confidential Information and Invention
Assignment Agreement, I will preserve as confidential all trade secrets,
confidential knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter
pertaining to any business of the Company or any of its employees, clients,
consultants or licensees.

     

    I hereby
further agree that for a period of twelve (12) months from the date of this
Certificate, I shall not either directly or indirectly, attempt to negatively
influence any of the Company’s and its subsidiaries’ clients or customers from
purchasing Company products or services or to solicit or influence or attempt to
influence any client, customer or other person, to direct his or its purchase of
products and/or services to any person, firm, corporation, institution or other
entity in competition with the business of the Company and its subsidiaries.
Further, I shall not solicit, induce, recruit, encourage, take away or influence
or attempt to influence any person employed by or a consultant to the Company or
any of its subsidiaries to terminate or otherwise cease his employment or
consulting relationship with the Company or any of its subsidiaries or become an
employee of any competitor of the Company or its subsidiaries.


     

    
      
        
          	
                  Date:  

                	 
      	 
      
	 
      	 
      	
                  __________________________________

                
	 
      	 
      	
                  (Executive’s
      Signature)

                
	 
      	 
      	 
      
	 
      	 
      	
                   Christopher
      Patrick Holbert