Unassociated Document


    Party
A:Beijing CD
Media Advertisement Co.,Ltd (“the Company” )

    General
Manager: Yan Zhifeng

    Add.:
Room1506, Tower A, Orient Mei Di Ya Centre, No.4 Guanghua Road, Chaoyang
District, Beijing

    


    Party
B:                         Date
of Birth:

    ID
Number:

    Add:

    Postal
code:        TEL:                 Mobile
Phone:

    


    According
to the Labor Law of PRC and Law of PRC on Employment Contracts, the two Parties
hereby mutually agreed and volunteered to enter into this agreement through
consultation. Upon the signature of Party B of this contract,Party B has
learned the articles of this agreement and the employee handbook of the Company
and becomes the full-time employee of Party A.

    


    1、Duration and
Probation Period

    


    Article
1  This agreement shall become effective and shall continue in full force
and effect until [_________].

    


    2、The Content of the
Work and Work Time

     

    Article
2  Party B hereby agrees to serve as the [________] of Party A. The
work place is in Beijing. Once Party B does not satisfy the requirement of Party
A or the responsibility of his position,Party A may adjust
his post after training. The wages will be adjusted according to Party B’s
position. Party B shall obey Party A’s arrangement and complete the formalities
required. In case Party B rejects Party A’s training, adjustment to his post or
violates the bylaws of Party A after such adjustment, Party B will be considered
in serious violation of the bylaws thereof and Party A may discharge the
employment contract.

    


    Article
3  Party B shall complete his work timely and meet the requirements
and standards according to legitimate requirement of Party A.

    


    Article
4  Party B shall abide by the bylaws and employee handbook of Party
A.

    


    Article
5  Party B is arranged to work under a regular working hour
system(some positions and the employees may be subject to an irregular
system).Party B shall work for no more than eight hours a day (not including the
lunch time)and no more than 40 hours a week on the average.

     

    3、Labor Protection,
Working Conditions and Protection from Occupational Diseases

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
6  Party A must establish and perfect the system for occupational
safety and health, educate Party B on occupational safety and health, prevent
accidents in the process of work, and reduce occupational hazards.

    


    Article
7  Party A shall provide Party B with necessary working conditions and
facilities, lay down operational processes, working requirements and regulations
on safety and health.

    


    Article
8  Party B shall have the right to obtain protection of occupational
health. Party A shall establish and perfect the system for occupational health,
which shall meet the standards stipulated by the state, and take measures to
protect Party B from occupational hazards.

    


    4、Remuneration

     

    Article
9  Both Parties agree that the monthly salary of Party B is RMB
______during the contract period and Party A will do the payment on a monthly
basis. If Party B makes outstanding contributions or brings great achievements
to Party A, Party A may give Party B necessary moral encouragement, material
awards or promotion bonus.

    


    Article
10  During this contract, Party A may, based on Party B’s working
attitude, performance and contribution, gradually increase or adjust the
compensation of Party B according to the requirements by the employee handbook
and the Company.

    If Party
B is approved during the probation period not to satisfy the performance
assessment required by Party A, Party A may unilaterally terminate this contract
without any responsibilities. In case Party B violates the criminal law and has
his criminal liability in accordance with the law, Party A may dismiss him and
this contract shall be terminated automatically.

     

    5、Social Insurance,
Rest and Vacations

     

    Article
11  Party A shall pay the social insurance premiums for Party B. In
case the two Parties terminate this contract or this contract ends, Party B
shall carry out the procedures for the transfer of social insurance account. If
Party B fails to procure social insurance due to his failure of submitting
relative documents timely, Party B shall be liable for damages.

    


    Article
12  Party A shall arrange holidays for Party B for statutory holidays,
marriage leave, maternity leave, bereavement leave and annual vacation. In case
Party B suffers from illness or a work-related injury, his wages and medical
treatment shall follow the Company’s employee handbook and the applicable
laws.

     

    6、Labor
Discipline

     

    Article
13  Party B shall observe Party A’s rules and regulations, which shall
be established in accordance with the law. Party B shall follow the rules of
working procedures and the regulations of employee handbook, take good care of
Party A’s property, observe professional ethics, actively participate in
training provided by Party A, and improve his vocational skill.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
14  In case Party B breaches the rules and regulations of the
Company’s employee handbook and other rules or regulations of Party A, Party A
may give punishment and if in serious case, Party A may dismiss Party B without
taking any responsibilities.

     

    7、Amendment,
Termination, Ending, Renewal of Employment Contract and Severance
Pay

     

    Article
15  In case this contract can not be fulfilled as a result of the
change of law, rules and regulations, this contract shall be amended by the two
parties.

    


    Article
16  Party A may terminate this contract without prior notice and
severance pay if :

    a)           Party
B can not report in for duty in 15 days after the signing of this contract, if
there is no other provisions.

    b)           Party
A fails to carry out the recruitment procedures and social insurance premiums
due to Party B’s failure to provide his documents needed.

    c)           the
personal information (including but not limited to resignation certificate with
previous employer, ID copy, permanent residence certificate, education
certificate, working experience)provided by Party B proves to be false; or Party
B has a history of mental illness, infectious diseases and other serious
diseases which have substantial impact on his work; or Party B had been under
reeducation through labor, criminal detention or had his criminal liability
pursued in accordance with the law before the employment, but did not inform
Party A during the recruitment.

    d)           Party
B materially breaches Party A’s rules and regulations, labor discipline and
employee handbook.

    e)           Party
B Commits serious dereliction of duty or practices graft, causing damage above
RMB 50,000 to Party A.

    f)  Party
B is a driver and has the related driving license (pass) for operation suspended
due to his/her own fault, or the license become invalid for over (inclusive) 15
days; or Party B has an traffic accident causing death by vehicle or is held
sub-duty of large traffic accidents causing passenger injury or material damage
of more than 30,000 yuan

    g) Part B
is a special worker and works against regulation or causes accident that leads
to  material damage of over 5,000 yuan for his/her own reason, Party A
may terminate the contract without prior notice in addition to the imposition of
economic penalties or disciplines

    h) Party
B enter into employment agreement also with other employer at the same time and
causes material losses of Party A that exceeds 5,000 yuan due to its inability
to perform the job assigned by Party A; or Party B rejects to correct this
action after receiving the notice from Party A

    i) Party
B is held criminally liable according to the law or re-educated through labour
by public authority

    j) Party
B resigns to Party A on his/her own initiative

    k) Party
B uses means of cheating, threat or taking advantage of Party A's difficulties
to enter into or changes the contract with Party A who does this against his/her
own will

    l) other
situations stipulated in laws and regulations

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
17  Party B can terminate the contract without any prior notice with
Party A under circumstances of the following:

    1. Party
A does not provide labour protection or labour conditions according to the
agreement in the labour contract

    2. Party
A does not pay the compensation in full and in time

    3. The
regulations of Party A are not in compliance with the provisions of the related
laws and regulations and impair the right and interest of Party B

    4. Party
A uses means of cheating, threat or taking advantage of Party B's difficulties
to enter into or changes the contract with Party B who does this against his/her
own will

    


    If Party
A forces Party B to work by means of cheating, threat or illegally restriction
of physical freedom, or if Party A does the work guide against the regulations
or forces dangerous work of Party B by jeopardizing his/her physical safety,
Party B may terminate the contract without any prior written notice

    


    Article
18   The contract may be terminated by PartyA by giving notice in
written form 30 (thirty) days in advance:

    1) Party
B fails ill or is injured to (other than due to work) and after completion of
medical treatment, is not able to perform his previous function or any other
function Party A assigns to him/her

    2) Party
B does not show satisfactory performance and after training and adjusting
measures is still not able to perform satisfactorily

    3) The
circumstances have materially changed from the date this contract was signed to
the extent that it is impossible to execute the contract provided, however, that
the Parties cannot reach an agreement to amend the contract to reflect the
changed circumstances

    


    Article
19  If Party B terminates this contract (expect that said in article
16) within contract days, he/she should give 30 days' prior notice to Party A
with an written application and after having the written consent of Party A,
Party B can move to the resignation process according to the regulations of
Party A.  If Party B does not notice Party A of his/her resignation 30
days in advance in written form but makes unauthorized absence from job that
causes the economic losses of Party A, Party B should be held responsible for
the compensation to Party A based on the degree of damage in accordance with the
related laws and regulations.

    


    Article
20   If Party A provides special training for Party B, both
Parties should sign a supplemental agreement to fix the service period and the
compensation fine for the breach of contract. If Party B violates the agreement
within the service period, Party B should pay to Party A the penalty fine
according to the agreement. The amount of the penalty fine should not be in
excess of the training expenditures provided by Party A. The penalty fine paid
by Party B to Party A should not exceed the share of the training expenditure
that's not fulfilled during the service period.

    


    Article
21 Party A shall not revoke this labour contract should any one of the following
cases occur with Party B:

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1) Party
B is engaged in operations exposing him to occupational disease hazards and has
not undergone a pre-departure occupational health check-up,or is suspected of
having contracted an occupational disease and is being diagnosed or under
medical observation

       

    

    2) Party
B is confirmed to have totally or partially lost his or her labour ability due
to occupational diseases or work-related injuries in the company of Party
A

    3) Party
B is receiving treatment for his or her diseases or injuries during the
prescribed period of time

    4) Party
B is a female employee and currently is during her pregnancy, puerperal, or
nursing periods

    5)  Party
B has been working for Party A for 15 years continuously and is just 5 years
away from the retirement age

    


    Article
22  The labour contract can be revoked under the following
circumstances

    1. The
labour contract expires

    2. Party
B starts to enjoy the retirement pension according to the law

    3. Party
B is dead, pronounced dead or pronounced missing by the people's
court

    4. Party
A is declared bankruptcy legally

    5. Party
A's business license is revoked; Party A is compelled to close down or dissolve;
or Party A decides to dissolve in advance; or

    6. Other
situations stipulated in laws and administrative provisions

    8  Commercial
secret and non-competition restriction

    


    Article
23  During the contract period with Party A or within two years of the
termination of labour relationship, Party B is obligated to keep the commercial
secrets of Party A that he/she is exposed to, knows, uses or holds by any means
and should not engage with the same business with other employers that are in
the same industry and have competition relationship with Party A or establish
similar business of his/her own

    


    Article
24  Without the written consent of Party A, Party B has no authority
to disclose, copy, transfer, provide, publish the commercial secret of Party A
to any third party or make the secrets known by the third party by any means.
After the termination of labour relationship with Party A, Party B should
immediately hand over to Party A all the materials, documents, media or carriers
in any other form which contains the commercial secret of Party A that are
exposed to or used, grasped, hold and recorded by Party B; furthermore, Party B
should guarantee he/she will not, in any means, use the commercial secrets of
Party A without any written consent from Party A

    


    Article
25   Both Parties agree that the above-mentioned commercial
secrets are referring to the various information that Party A possesses, uses or
knows and under the protection by measures adopted by Party A, including project
development information,  such as the planning scheme, papers, related
design, pictures, name list of clients, special demands of clients, bid
information, service network that's under development or is being developed
presently and the operation projects and sale projects that are already in
existence or under consideration at present; operation management information,
including all kinds of work planning, operation strategy and policy, equity
ownership status, organization structure, personnel and financial information,
internal business regulations, management system, conclusion and implementation
status of contract, proprietorship and transfer status of various knowledge
property, information about litigation and arbitration and other dispute
settlement status and other information that's under protection measures. The
commercial secrets of Party A are considered as property

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
26  Party B agrees that during the contract relationship period, all
the related jobs he does for Party A, all the rights he achieves, the
already-formed or ready to be formed concepts, all the realized or ready to be
realized innovations, improvements and discoveries no matter they are achieved
during working or other times, or obtained by him/her-self or together with
others are properties of Party A

    


    Article
27  The time within the two years of the termination of labour
contract between Party B and Party A will be deemed as confidentiality and
non-competition period and if Party B breaches the contents about
confidentiality and competition restriction stipulated in Article 23, he/she
should undertake the liability of compensating the losses caused to Party
A

    


    9   Labour
Dispute Settlement

    


    Article
28 Where a labour dispute between the Parties takes place during the performance
of this contract, the Parties concerned may seek for a settlement through
consultation; or either Party may apply to the labour dispute mediation
committee of their unit for mediation; if the mediation fails and one of the
Parties requests for arbitration. Either Party may also directly apply to the
labor dispute arbitration committee for arbitration with 60 days starting from
the date of the occurrence of a labor dispute. If one of the Parties is not
satisfied with the adjudication of arbitration, the Party may bring the case to
a people's court within 15 days of the date of receiving the ruling of
arbitration.

    


    Article
29 Party B should handle appropriately all the matters with the previous
employer (economically or others). Party B should enter into this contract with
Party A on the condition that he/she already terminates the work relationship
with the previous employer; otherwise, this contract will be considered invalid
and Party B should compensate Party A the losses incurred
according.

    


    Article
30  All the regulations and rules of Party A (including but not
limited to the employee handbook, job description, training agreement,
confidentiality agreement and etc) will be taken as the primary appendixes and
have the equal validity.

    


    Article
31 The items that are not covered in this contract or that are not compliant
with the related regulations stipulated by the Beijing city or the country, the
contents of the latter will prevail.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
32  Other things agreed by both Parties

    1. The
working time of this post is not fixed

    2.  After
the inception of Party B, Party A will provide one-week related training to
Party B (including professional knowledge and skills) and the fee incurred is
RMB 200. Party B agrees to serve Party B for over half a year, otherwise, Party
B shall bear the cost himself

    


    Article
33  This contract is in duplicate copies with each Party holding one
copy and will become effective right after the signatures or chops of both
Parties

     

    
      
        
          	
                  Party
      A

                	
                  Party
      B:

                
	 
      	 
      
	
                  Legal
      person:

                	 
      
	 
      	 
      
	 
      	
                  Date:

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [INFORMATION FOR PURPOSES OF FILING WITH THE SECURITIES AND 

    EXCHANGE
COMMISSION]

    


    SCHEDULE
A

    


    EXECUTIVE
OFFICERS WHO ENTERED INTO THE EMPLOYMENT

    AGREEMENT

     

    
      
        	
                

                  ·

                

              	
                Li Hui Hua, Chief Executive
      Officer, is paid a monthly salary of RMB 11,000, which is approximately
      US$1,613, under a two-year agreement expiring on March 17,
      2011.

              


      

      


      
        	
                

                  ·

                

              	
                Zhang Le, Chief Financial Officer
      and Corporate Secretary, is paid an annual salary of RMB 4,500, which is
      approximately US$658, under a two -year agreement expiring on December 31,
      2010.