unityone_10q-ex1002.htm


    Exhibit
10.2

     

    
      


       

      January
1, 2009

      


      Mr.
Yungeng Hu

      11A, 519
Xinhua Road

      Shanghai,
China 200052

       

      Re:   CEO
Employment Agreement

       

      Dear Mr.
Hu:

       

      On behalf
of the Board of Directors (“Board”), I am pleased to offer you the position of
Chief Executive Officer
with Unity One Capital Incorporated. (the “Company”). This Employment Agreement
sets forth the terms of our offer of employment to you for your approval and
agreement.

       

      
        1.  Employment by the
Company.

      

       

      (a) Duties. You are
employed by the Company as its Chief Executive Officer, reporting to the Company
Board. You have the
standard duties and powers associated with the CEO of a company, and your duties
may include other duties as reasonably assigned by the Board from time to
time. Notwithstanding the foregoing, you shall not be entitled to approve
or bind the Company to any action or obligation that requires approval by the
Board under corporate law, the Articles of Incorporation, or bylaws of the
Company, or the guidelines, policies, and procedures adopted and established
from time to time by the Board without Board approval..

       

      (b) Company Policies. The
employment relationship between you and the Company is governed by the general
employment policies and practices of the Company; provided, however, that when
the terms of this Employment Agreement differ from or are in conflict with the
Company’s general employment policies or practices, this Employment Agreement
will control.

       

      (c) Board Membership. You
as an elected director of the Company shall serve in such capacity without
additional compensation. As a member of the Company’s Board, you are subject to
the provisions of the Company’s bylaws and all applicable general corporation
laws relative to your position on the Board.

       

      2.   Term of
Employment.

       

      (a)  Term. Your employment
with the Company will be for 2 years, starting from January 1st,
2009.

       

       (b) Survival. Upon the
termination of your employment with the Company, for any reason, neither you nor
the Company shall have any further obligation or liability under this Employment
Agreement to the other, except as set forth in Sections 4, 5, 6, 7, 8,
9, and 10 below.

       

      3.   Compensation and
Benefits.

       

      (a) 
Salary. You will
receive for your services an annual salary of RMB1,500,000, payable in
accordance with the Company’s standard payroll practices and subject to standard
withholdings for taxes and social security and the like. Your Salary will be
reviewed at least annually.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
2

      

       

      (b) 
Benefits. During your
employment with the Company, you will be entitled to participate in any group
insurance, hospitalization, medical, dental, health and accident, disability or
similar plan or program or equivalent benefits of the Company to the extent that
you are eligible under the general provisions of these plans. The Company may,
in its sole discretion and from time to time, establish additional senior
management benefit programs as it deems appropriate. You understand that any
benefit plans may be modified or eliminated in the sole discretion of the
Company in accordance with applicable law.

       

      (d) 
Vacation. You
will be entitled to a period of annual paid vacation time equal to not less than
four weeks per year. Your eligibility to carryover your accrued vacation shall
be subject to the Company policy applicable to employees at a similar level in
effect during the term of this Employment Agreement. You shall also be entitled
to pay, at your salary rate, for any or all vacation not taken in a calendar
year, such payment to be made on the first regular payday following the end of
the calendar year.

       

      (e) 
Key Person
Insurance. You agree to take such actions as may be reasonably necessary
or appropriate to permit the Company to obtain a key person insurance policy
insuring you and naming the Company as beneficiary, should the Company wish to
obtain such insurance.

       

      


      
        (f) 
Directors and Officers
Liability Insurance.  The Company will provide you during the
term of this Employment Agreement the same level of coverage of directors and
officers liability insurance that Company extends to its other directors and
officers.


      

       

      (g) 
Expenses.
Subject to compliance with the Company’s normal and customary policies regarding
substantiation and verification of business expenses, you are authorized to
incur on behalf of the Company, and the Company will directly pay or shall fully
reimburse you for, all customary and reasonable expenses incurred for promoting,
pursuing, or otherwise furthering the business of the Company and its
affiliates.

       

      (h) 
Indemnification
Agreement. As an officer, director and employee, the Company will enter
into a standard indemnification agreement that will indemnify you to the maximum
extent permitted by law.

       

      4. 
Termination of
Employment.

       

      (a) 
Termination Upon
Death. If you die during your employment with the Company, the Company
shall pay to your estate, or other designated beneficiary(s) as shown in the
records of the Company, any salary and/or bonuses earned but unpaid as of the
termination date (which for purposes of this subsection (a) shall be the date of
your death); accrued but unused vacation time as of the end of the month in
which you die; and benefits that you are entitled to receive as of the date of
your death under benefit plans of the Company, less standard withholdings for
tax and social security purposes. In the event of your death, the Company shall
have no obligation to make any other payment, including severance or other
compensation, of any kind. All other benefits provided by the Company to you
under its existing benefit plans shall be determined under the provisions of
those plans.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
3

      

       

      (b) 
Termination Upon
Disability. The Company may
terminate your employment if you suffer a disability that renders you unable, as
determined in good faith by the Board, to perform the essential functions of
your position, even with reasonable accommodation, for three months within any
twelve month period. If your employment is terminated pursuant to this
Section 5(b), you shall receive payment for any earned and unpaid salary
and/or bonuses as of the termination date (which for purposes of this subsection
(b) shall be the date specified by the Board); accrued but unused vacation time
as of the end of the month in which the termination for disability occurs; and
benefits that you are then entitled to receive under benefit plans of the
Company, less standard withholdings for tax and social security purposes. If
your employment is terminated as a result of a disability pursuant to this
Section 5(b), the Company also shall provide to you as severance the
payment of an amount equal to six months of your salary, less standard
withholdings for tax and social security purposes, in a lump sum on the
termination date.

       

      Except as
set forth in the immediately preceding paragraph, after the termination date, no
other compensation of any kind or severance or other payment of any kind or
payment in lieu of notice shall be payable by the Company if your employment is
terminated as a result of a disability. All benefits provided by the Company
under Section 3(b) shall be extended, at your election and cost, to the extent
permitted by the applicable insurance policies and benefit plans of the Company,
for six months after your termination date, except as otherwise required by law
(e.g., COBRA health
insurance continuation election). Except as set forth in the immediately
preceding sentence, all benefits provided by the Company to you under this
Employment Agreement or otherwise shall cease as of your termination
date.

       

      (c) 
Voluntary
Termination. You
may voluntarily terminate your employment with the Company at any time. If you
voluntarily terminate your employment, you will receive payment for any earned
and unpaid salary and/or bonuses as of the date of such termination; accrued but
unused vacation time; and benefits you are entitled to receive under benefit
plans of the Company, less standard withholdings for tax and social security
purposes, through the termination date, which for purposes of this subsection
(c) shall be the date upon which you voluntarily cease performing your duties
under this Employment Agreement. The Company shall have no further obligation to
pay any compensation (including severance) of any kind. All benefits provided by
the Company to you under this Employment Agreement or otherwise shall cease as
of the date of your voluntary termination.

       

      (d) 
Termination for
Cause.

       

      (1) 
Termination; Payment
of Salary and Vacation. The Board may terminate your employment with the
Company at any time for “cause” (as defined below). In the event that your
employment is terminated under this subsection (d), you shall receive
payment for all earned but unpaid salary; accrued but unused vacation time; and
benefits you are then entitled to receive under benefit plans of the Company,
less standard withholdings for tax and social security purposes, through the
date of your termination, which for purposes of this subsection (d) shall
be the date upon which such notice of termination is given. The Company shall
have no further obligation to pay you compensation of any kind nor to make any
payment in lieu of notice. All benefits provided by the Company to you under
this Employment Agreement or otherwise shall cease as of the termination
date.

       

      (2) 
Definition of
Cause. For purposes of this Employment Agreement, the Company shall have
“cause” to terminate your employment upon any of the following: (a) a
material breach by you of the terms of this Employment Agreement; (b) any
breach of fiduciary duty or act of theft, misappropriation, embezzlement,
intentional fraud, falsification of any employment or Company records, or other
violation of applicable law or regulation or similar conduct by you involving
the Company or any of its affiliates; (c) your conviction or plea of nolo contendere or the
equivalent involving a felony or a crime involving fraud or dishonesty;
(d) any damage of a material nature to the business or property of the
Company or any of its affiliates caused by your willful or grossly negligent
conduct; (e) the willful failure or refusal by you to perform reasonable
duties, responsibilities, or instructions from the Board; (f) engaging in abuse
of alcohol, illegal drugs, or controlled substances in a manner that materially
interferes with your performance of your duties; or (g) improper disclosure of
the Company’s confidential or proprietary information. No act, or failure to
act, by you shall be considered “willful” unless committed without a reasonable
belief that the act or omission was in the Company’s best interest.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
4

         

      

       

      (e) 
Termination Without
Cause. The Company, at any time without prior written notice, may
terminate you without cause. If your employment is terminated without cause you
shall receive payment for all earned but unpaid salary and/or bonuses as of the
termination date (which for purposes of this subsection (e), shall be the date
of your termination); accrued but unused vacation time; and benefits you are
then entitled to receive under benefit plans of the Company, less standard
withholdings for tax and social security purposes, as of the termination date.
Upon execution by you of an effective release of claims substantially in the
form attached as Exhibit A, the final
wording of which shall be determined by the Company in conjunction with its
legal counsel (the “Release”) the Company shall also pay to you as severance (1)
an amount equal to two months of your salary, less standard withholdings for tax
and social security purposes, in a lump sum on the termination date; (2)
continuation of all benefits you are then entitled to receive under benefit
plans of the Company for a period of six months; and (3) Acceleration of vesting
of unvested stock options as described in Section 5(h) below, effective upon
such termination date (“Acceleration Date”). No other compensation of any kind
or severance or other payment of any kind shall be payable by the Company after
such termination date. All benefits provided by the Company to you under this
Employment Agreement or otherwise shall cease as of the termination
date.

       

      (f) 
Change of
Control. If your employment is terminated without your written consent
within twelve months after a Change of Control (as defined below), you shall
receive payment for all earned but unpaid salary and/or bonuses, as of the
termination date (which for purposes of this subsection (f), shall be the date
of your termination); accrued but unused vacation time; and benefits you are
then entitled to receive under benefit plans of the Company, less standard
withholdings for tax and social security purposes, as of the termination date.
In such event, the Company shall also provide to you as severance (1) the
payment of an amount equal to two months of your salary, less standard
withholdings for tax and social security purposes, in a lump sum on the
termination date; (2) continuation of all
benefits you are then entitled to receive under benefit plans of the Company for
a period of six months; and (3) Acceleration of vesting of unvested stock as
described in Section 5(h) below, effective upon such termination date
(“Acceleration Date”). No other compensation of
any kind or severance or other payment of any kind shall be payable to you by
the Company after such termination date. All benefits provided by the Company to
you under this Employment Agreement or otherwise shall cease as of the
termination date.

       

      (1) 
For purposes of this Section 5(f), a Change of Control shall be deemed to occur
upon the consummation of any one of the following events: (i) a sale of all or
substantially all of the assets of the Company; (ii) a merger or consolidation
in which the Company is not the surviving corporation (other than a transaction
the principal purpose of which is to change the state of the Company’s
incorporation or a transaction in which the voting securities of the Company are
exchanged for beneficial ownership of at least a majority of the voting
securities of the acquiring corporation); (iii) a merger or consolidation in
which the Company is the surviving corporation and less than 50% of the voting
securities of the Company that are outstanding immediately after the
consummation of such transaction are beneficially owned, directly or indirectly,
by the persons who owned such voting securities immediately prior to such
transaction; (iv) any transaction or series of related transactions after which
any person (as such term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934), other than any employee benefit plan (or related trust) sponsored
or maintained by the Company, becomes the beneficial owner of voting securities
of the Company representing a majority of the combined voting power of all of
the voting securities of the Company; or (v) the liquidation or dissolution of
the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
5

      

       

      (2) 
For purposes of Section 5(f)(1), any person who acquired securities of the
Company prior to the occurrence of the specified transaction in contemplation of
such transaction and who immediately after such transaction possesses direct or
indirect beneficial ownership of at least 10% of the securities of the Company
or the surviving corporation, as appropriate (or if the Company or the surviving
corporation is a controlled affiliate, then of the appropriate entity as
determined above), shall not be included in the calculation of the group of
persons who owned such voting securities immediately prior to such
transaction.

       

      (g) 
Termination for Good
Reason. Notwithstanding anything in this Section 5 to the contrary, you
may voluntarily end your employment with the Company and receive the benefits
detailed in Section 5(e) upon or within 90 days following the occurrence of an
event constituting “Good Reason,” which for purposes of this Section 5(g) shall
mean any of the following conditions, provided that the underlying condition
persists more than 15 business days after written notification to the Board: (1)
a material adverse change in your position causing it to be of materially less
responsibility or authority without your written consent, and such a materially
adverse change shall in all events be deemed to occur if you no longer serve as
Chief Executive Officer,
unless you consent in writing to such change; (2) a reduction, without your
written consent, in your level of salary; (3) the Company fails to obtain the
assumption of this Employment Agreement by any successor or assign of the
Company; (4) the Company without your consent requires your permanent relocation
from the Shanghai Area; or (5) any material breach by the Company of any
material provision of this Agreement.

       

      (h) 
Acceleration of
Vesting. “Acceleration” means that all additional unvested shares from
all outstanding option grants to you will vest immediately upon the Acceleration
Date.

       

      (i)  At-Will Employment.
You understand and agree that your employment with the Company is at-will, which
means that either you or the Company may, subject to the terms of this
Employment Agreement, terminate this Employment Agreement at any time, with or
without cause, as set forth in this Employment Agreement. Any modification of
the at-will nature of this Employment Agreement must be in writing and executed
by you and the Company.

       

      5.  Proprietary
Information Obligations. You agree to sign and abide by the terms of the
Company’s standard form of intellectual property assignment and employee
confidentiality agreement, if any.

       

      6.  Noninterference.
While employed by the Company pursuant to this Employment Agreement and for a
period of six months after the date of your termination, you agree not to
solicit or hire or attempt to solicit or hire, directly or indirectly, any
employee of the Company or any affiliate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Mr.
Yungeng Hu

      
        January
1st, 2009

        Page
6

         

         

      

      7.  Injunctive
Relief. The parties agree that damages would be an inadequate remedy for
the Company in the event of a breach or threatened breach of Section 6, 7
or 8 of this Employment Agreement by you, and in the event or any such breach or
threatened breach, the Company may, either with or without pursuing any
potential damage remedies, obtain and enforce an injunction prohibiting you from
violating such section of this Employment Agreement and requiring you to comply
with its terms.

       

      8.  Warranties
and Representations. You hereby represent and warrant to the Company that
you:

       

      (a) 
are not now under any obligation of a contractual or quasi-contractual nature
known to you that is inconsistent or in conflict with this Employment Agreement
or that would prevent, limit, or impair the performance by you of any of your
obligations under this Employment Agreement; and

       

      (b) 
have been or have had the opportunity to be represented by legal counsel in the
preparation, negotiation, execution, and delivery of this Employment Agreement
and understand fully its terms and provision.

       

      9.  Dispute
Resolution and Binding Arbitration. You and the Company agree that if a
dispute arises concerning or relating to your employment with the Company, such
dispute shall be submitted to binding arbitration in accordance with the
employment rules of the American Arbitration Association then in effect. The
arbitration shall take place in Los Angeles, California, and both you and the
Company agree to submit to the jurisdiction of the arbitrator selected in
accordance with American Arbitration Association rules and procedures. You and
the Company agree that the arbitration procedure provided for in this section
will be the exclusive avenue of redress for any disputes relating to or arising
from your employment with the Company, and that the award of the arbitrator
shall be final and binding on both parties, and nonappealable. The arbitrator
shall have discretion to award monetary and other damages, or no damages, and to
fashion such other relief as the arbitrator deems appropriate. The arbitrator
shall also have discretion to award the prevailing party reasonable costs and
attorneys’ fees incurred in bringing or defending an action under this
provision. The costs and expenses relating to the arbitration proceeding itself,
including the fees of the arbitrator, shall be borne by the
Company.

       

      10.  Miscellaneous.

       

      (a) 
Notices. Any
notice or other communication required or permitted under this Employment
Agreement shall be in writing and shall be deemed to have been duly given (a) on
the day of delivery if delivered in person; (b) on the second business day
following the date of dispatch if (i) delivered by an internationally-recognized
express courier service, (ii) delivered by facsimile upon confirmation of
receipt, or (iii) sent by e-mail, if confirmed by first-class mail or
acknowledged by the recipient or recipient’s e-mail system; (c) on the fourth
business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices shall be
sent to the addresses specified below, unless such other address may be
designated by notice given in accordance with this Section.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
7

      

       

       

      To the
Company:

       

      Unity One
Capital Incorporated.

      Room
2101, Silver Tower, No. 933, West Zhongshan Road, Shanghai, China,
200051

       

      Attention:
Chairman of the Board

      


      To you:

       

      Mr.
Yungeng Hu

       

      11A, 519 Xinhua Road, Shanghai, China
200052

      


      or to
such other address or to the attention of such other person as the recipient
party will have specified by prior written notice to the sending
party.

       

      (b) 
Severability.
If any term or provision (or any portion) of this Employment Agreement is
determined by a court to be invalid, illegal or incapable of being enforced by
any rule of law or public policy, all other terms and provisions (or other
portions) of this Employment Agreement shall nevertheless remain in full force
and effect. Upon such determination that any term or provision (or any portion)
is invalid, illegal or incapable of being enforced, this Employment Agreement
shall be deemed to be modified so as to effect the original intent of the
parties as closely as possible to the end that the transactions contemplated
hereby and the terms and provisions are fulfilled to the greatest extent
possible.

       

      (c) 
Entire
Agreement. This document constitutes the final, complete, and exclusive
embodiment of the entire agreement and understanding between the parties related
to the subject matter hereof and supersedes and preempts any prior or
contemporaneous understandings, agreements, or representations by or between the
parties, written or oral. Without limiting the generality of the foregoing,
except as provided in this Employment Agreement, all understandings and
agreements, written or oral, relating to the employment of you by the Company,
or the payment of any compensation, or the provision of any benefit in
connection therewith or otherwise, are hereby terminated and shall be of no
future force and effect.

       

      (d) 
Counterparts.
This Employment Agreement may be executed on separate counterparts, any one of
which need not contain signatures of more than one party, but all of which taken
together will constitute one and the same agreement. Signatures may be exchanged
by electronic facsimile with machine evidence of transmission.

       

      (e) 
Successors and
Assigns. This Employment Agreement is intended to bind and inure to the
benefit of and be enforceable by you and the Company, and their respective
successors and assigns, except that you may not delegate any of your duties
hereunder and you may not assign any of your rights hereunder without the prior
written consent of the Company. If you should die while any amounts would still
be payable to you hereunder if you had continued to live, all amounts payable
hereunder shall be paid in accordance with the terms of this Employment
Agreement to your estate, unless you have provided written notice to the Company
specifying a different beneficiary or beneficiaries (which notice(s) may be
changed from time to time at the sole discretion of you).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
8

      

       

       

      (f) 
Attorneys’
Fees. If any legal proceeding is necessary to enforce or interpret the
terms of this Employment Agreement, or to recover damages for breach, the
prevailing party shall be entitled to reasonable attorneys’ fees, as well as
reasonable costs and disbursements, whether taxable or not, in addition to any
other relief to which you or the Company may be entitled.

       

      (g) 
Amendments. No
amendment or other modification to this Employment Agreement may be made except
by a writing signed by both parties. Except for your estate pursuant to Section
5(a) hereof, nothing in this Employment Agreement, express or implied, is
intended to confer upon any third person any rights or remedies under or by
reason of this Employment Agreement.

       

      (h) 
Choice of Law and
Venue. All questions concerning the construction, validity and
interpretation of this Employment Agreement will be governed by the internal
law, and not the law of conflicts, of the State of California. The exclusive
venue for any such action shall be in the U.S. federal or state courts having
within their venue Los Angeles, California.

       

      (i) 
Fees and
Expenses. Each of the parties shall bear its own fees and expenses
incurred in connection with the preparation of this Employment Agreement and
related transactions.

       

      We are
eager to have you join us as a key member of the Company’s team. Please indicate
your acceptance of the terms of this Employment Agreement by signing
below.

       

      Sincerely,

       

      Unity One
Capital Incorporated.


       

      Ross Zong
Yuan

      Chairman
of the Board of Directors


      


      Acknowledged
and agreed:


      


      /s/
Mr. Yungeng Hu        

      Mr.
Yungeng Hu

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
9

      

       

      EXHIBIT
A

      


      RELEASE
AGREEMENT

      OF
UNITY ONE CAPITAL INCORPORATED.

       

      Mr. Yungeng Hu (“Releasor”)
agrees that the payments and benefits he has received from Unity One Capital
Incorporated. (the “Company”) are in full satisfaction of all obligations of the
Company to the Releasor arising out of or in connection with the Releasor’s
employment including, without limitation, all salary, bonuses, sick pay,
reimbursement of expenses, and that the payment and benefits that will be
provided to Releasor in accordance with Section 4 of Releasor’s Employment
Agreement entered into as of January 1st, 2009
(the “Employment Agreement”), as applicable, constitute consideration for the
covenants and releases of the Releasor as set forth in this Release Agreement
(“Severance Benefits”).

      


      1.  Releasor acknowledges that the
Severance Benefits represent a substantial benefit to Releasor to which Releasor
would not have been entitled had he not entered into this Release Agreement.
Releasor further agrees that The Company has fully compensated Releasor for all
salary, bonuses, commissions and benefits that he earned through the date of
termination, or pursuant to any employment or other agreements.

      


      2.  In consideration of the
Company’ promise to give Releasor the Severance Benefits:

      


      a. Releasor,
on behalf of himself and on behalf of all persons acting on Releasor’s behalf
(including but not limited to Releasor’s estate, heirs, administrators,
executors, successors, and assigns) hereby releases, indemnifies and hold
harmless the Company, and all its subsidiaries, affiliated companies, business
and operating units and each such entities’ officers, agents, representatives,
shareholders, employees, successors, predecessors, and assigns (hereinafter,
collectively, “Releasees”) from any and all claims, actions, charges, causes of
action, rights, demands, damages of whatever nature, known or unknown, existing
as of the date Releasor signed this Release Agreement arising out of or relating
to Releasor’s employment or the termination of Releasor’s employment with the
Company, including but not limited to, any claims that arise under the common
law of contracts, implied or express contract or covenant, tort, public policy,
wrongful termination, defamation or any claim, under either state or federal
law, or agency charge of discrimination based on race, age, marital status,
military status, gender, religion, national origin, handicap, disability, sexual
orientation, retaliation and specifically including, but not limited to, any and
all claims arising under Title VII, the California Fair Employment and Housing
Act, the Age Discrimination in Employment Act of 1967, the Americans with
Disabilities Act, the Family and Medical Leave Act, the California Family Rights
Act (all of the foregoing as amended), and any other statutory or
common law claims.

      


      b. 
Releasor also understands that, in addition to known claims, unknown claims may
exist, and that a portion of the consideration paid by The Company is paid to
obtain Releasor’s release of both known and unknown claims. By signing this
Release Agreement, Releasor also expressly waives the provisions of California
Civil Code section 1542, which provide as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
10



      “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the
debtor.”

      


      c. Releasor
agrees that for a period of six months following the date this Release Agreement
becomes effective Releasor will not solicit or hire or attempt to solicit or
hire, directly or indirectly, any employee of the Company or any
affiliate.

      


      3. By entering into this Release
Agreement, neither Releasor nor the Company admits liability, wrongdoing or
violation of any law. The parties agree that nothing in this Agreement, nor any
of the discussions connected with those documents, will be construed to
constitute, or will be offered or received as, evidence of an admission of
liability or wrongdoing by any or all of the Releasees. Releasor represents and
warrants that neither Releasor nor anyone on his behalf has filed or otherwise
made any claim, charge, or complaint with, or commenced any action or proceeding
in, any federal, state or local court or administrative agency or governmental
entity against any or all of the Releasees.

      


      4. Nothing in this Release
Agreement will waive or otherwise release Releasor from any obligation Releasor
may have to the Company, including without limitation, any proprietary
information, invention assignment, confidentiality, or similar agreement between
Releasor and the Company.

      


      5. Releasor may not execute this
Release Agreement prior to Releasor’s last day of employment with
Releasor.

      


      6. This Release Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of California, without regard to its choice of law
provisions.

      


      7. Releasor and The Company agree
that the provisions of section 1654 of the California Civil Code shall not apply
to the interpretation of this Release Agreement.

      


      8. Releasor acknowledges his
understanding that he may take 21 days to consider this Release Agreement and
that he has been advised that he should consult with an attorney, if he decides
to do so, prior to executing this Release Agreement. Executive further
acknowledges that he understands that he may revoke this Release Agreement
within seven days of his execution of this document and that the consideration
to be paid to his pursuant to this Release Agreement will be paid only after
that seven day revocation period and will be in accordance with Section 4 of the
Employment Agreement.

      


      9. This Release Agreement shall
not cover obligations of the Company to defend and/or indemnify Releasor in his
capacity as an officer or director of the Company in accordance with the
provision of the Company’s Articles of Incorporation, Bylaws, and applicable
law. In addition, it is understood that this Release Agreement shall not
preclude Releasor from bringing an action to enforce the terms of this Release
Agreement or any indemnification obligations on the part of the
Company.

      


      10. This Release Agreement sets
forth the entire agreement between Releasor and the Company, and Releasor
acknowledges by signing below that Releasor has not relied upon any
representations, written or oral, not set forth in this Release Agreement.
Releasor further acknowledges that this Agreement may not be changed or modified
except by a subsequent written agreement signed by both Releasor and the
Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Mr.
Yungeng Hu

        January
1st, 2009

        Page
11



      11.  Should any provision of
this Agreement be held invalid or illegal, such invalidity or illegality shall
not invalidate the whole of this Agreement. Upon such determination that any
term or provision (or any portion) is invalid, illegal or incapable of being
enforced, this Release Agreement shall be deemed to be modified so as to effect
the original intent of the parties as closely as possible to the end that the
transactions contemplated hereby and the terms and provisions are fulfilled to
the greatest extent possible.

      


      12.  This Release Agreement
contains all of the terms, promises, representations, and understandings made
between the parties and supersedes any other representation, understandings or
agreements by or between the parties, whether oral or written. Any waiver by the
Company of a breach of any provision of this Release Agreement shall not operate
or be construed as a waiver of any subsequent breach of such provision or any
other provision of this Agreement.

      


      13.  Releasor represents that
Releasor has read this Agreement and understands its provisions, and that
Releasor has had the opportunity (whether or not such opportunity was taken) to
consult with legal counsel of his own choosing.

      


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           

                                        	 
      	UNITY
      ONE CAPITAL INCORPORATED.
	 
      	 
      	 
      
	
                                          Date:
      _____________

                                        	 
      	
                                          By____________________________

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Name:
      _________________________

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Title:
      __________________________

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                          Date:______________

                                        	 
      	
                                          By_____________________________

                                        
	 
      	 
      	
                                          Mr.
      Yungeng
Hu