EXHIBIT
      10.6

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT is made as of this 6th day of November, 2006, by and
      between Xact Aid, Inc., a Nevada corporation (the "Company") and Richard Man
      Fai
      Lee, an individual (the "Executive").

     

    BACKGROUND

     

    The
      Company and the Executive desire to enter into this Agreement to assure the
      Company of the services of the Executive and to set forth the rights and the
      duties of the parties hereto.

     

    AGREEMENT

     

    In
      consideration of the mutual covenants, terms and conditions hereinafter
      contained, and for other good and valuable consideration, the parties hereby
      agree as follows:

     

    1. Term
      of Employment.
      The
      Company hereby employs the Executive and the Executive hereby accepts such
      employment commencing on November 6, 2006, and terminating on November 5, 2008
      (the "Term"), unless sooner terminated as provided herein. 

     

    2. Duties.
      The
      Executive shall serve as the Chief Executive Officer and President of the
      Company, with the powers and duties consistent with such position. The Executive
      may be reassigned or transferred to another management position only upon the
      Company obtaining the Executive’s prior written consent. The Executive shall
      also be subject to the policies and procedures generally applicable to executive
      employees of the Company. 

     

    3. Compensation.

     

    3.1 Salary.
      The
      Company shall pay the Executive a salary of US$144,000 per year (the "Salary").
      The Salary shall be subject to annual review and upward adjustment or no
      adjustment in the sole discretion of the Company. The Salary shall be payable
      in
      equal installments monthly consistent with the Company's regular business
      practice.

     

    3.2 Bonus.
      In
      addition to the Salary, the Executive shall be eligible to receive a bonus
      for
      each calendar year in an amount to be determined by the Board of Directors
      of
      the Company. 

     

    3.3 Expense
      Reimbursement; Expense Allowance.
      The
      Company shall reimburse the Executive for reasonable and necessary business
      and
      entertainment expenses incurred by him in connection with the performance of
      his
      duties hereunder, including, but not limited to, expenses for business
      development, travel, meals and accommodations and related expenditures at the
      same or higher levels as the Executive incurred during the course of duty.
      The
      Company shall reimburse the Executive for all such expenses within thirty (30)
      days upon presentation by the Executive, from time to time, of an itemized
      written accounting of such expenditures. 

     

    3.4 Benefits.
      The
      Company shall provide the Executive with the following benefits during the
      Term
      and any renewals thereof:

     

    (a) Participation
      in Benefit Plans and Policies.
      The
      Executive shall be entitled to participate in all insurance and other benefit
      plans and policies maintained for senior executives of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Indemnification.
      The
      Executive shall, in addition to any other legal or contractual rights to
      indemnification provided by the Company, be provided coverage under
      indemnification policies and director and officer liability policies maintained
      by the Company in amounts reasonably determined by the Company.

     

    4. Termination.

     

    4.1 Termination
      Events.
      The
      Executive's employment shall terminate prior to the expiration of the Term
      upon
      the happening of any of the following events:

     

    (a) Voluntary.
      Voluntary termination by the Executive by giving three (3) months’ notice in
      writing;

     

    (b) Death.
      The
      death of the Executive;

     

    (c) For
      Cause.
      For
      "cause" by the Company, defined as any of the following: (i) the Executive
      is
      convicted of, or pleads nolo contendere to, a felony; (ii) the Executive has
      committed an act of fraud, bad faith or willful misconduct against the Company
      that is materially detrimental to the Company; or (iii) the Executive has
      materially breached any of the terms of this Agreement after written notice
      has
      been provided by the Company to the Executive regarding the specific nature
      of
      such breach and the Executive fails to cure such breach within thirty (30)
      days.


     

    (d) Disability.
      Upon
      the good faith determination of the Board that the Executive has become so
      physically or mentally incapacitated or disabled as to be unable to
      satisfactorily perform his duties hereunder for a period of one hundred twenty
      (120) consecutive calendar days or for one hundred eighty (180) days in any
      three hundred sixty (360) day period, such determination based upon a
      certificate as to such physical or mental disability issued by a licensed
      physician and/or psychiatrist (as the case may be) mutually agreed upon by
      the
      Executive and the Company;

     

    (e) Without
      Cause.
      Termination for any reason other than for "cause" as defined in Section 4.1(c)
      hereof.

     

    (f) By
      the
      Executive For Good Reason.
      If the
      Company takes any of the actions described in this subsection (f), the Executive
      may terminate employment for "good reason" at any time upon written notice
      to
      the Company. For purposes of this Agreement, the Executive may terminate this
      Agreement pursuant to this subsection (f) for "good reason" upon the occurrence
      of any of the following events without the express written consent of the
      Executive:

     

    (i) a
      reduction in the Executive's Salary or the benefits set forth above;
      and

     

    (ii) the
      Company has breached any of the terms of this Agreement.

     

    4.2 Obligations
      After Voluntary Termination; For Cause Termination.
      In the
      event that the Executive's employment is terminated pursuant to Sections 4.1(a)
      or (c) hereof, the Company shall pay to the Executive or his representatives
      on
      the date of termination of employment ("Termination Date"):

     

    (a) all
      Salary compensation as is due pursuant to Section 3.1 herein, prorated through
      the Termination Date;

     

    (b) all
      expense reimbursements due and owing the Executive through the Termination
      Date
      under Section 3.3 hereof, including reimbursements for reasonable and necessary
      business expenses incurred prior to the Termination Date, as long as the
      Executive submits a written accounting of such expenses in accordance with
      Section 3.3 herein within forty-five (45) days of the Termination Date;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) all
      benefits due the Executive, including benefits under insurance, group health
      and
      retirement benefit plans pursuant to Section 3.4 hereof in accordance with
      the
      Company's standard policy, through the Termination Date.

     

    4.3 Obligations
      After Termination Without Cause, Death, Disability or Termination by the
      Executive For Good Reason.
      In the
      event that the Executive's employment is terminated pursuant to Section 4.1(b),
      (d), (e) or (f) hereof, on the Termination Date, the Company shall:

     

    (a) pay
      to
      the Executive or his representatives all Salary compensation as is due or will
      be due pursuant to Section 3.1 herein through the entire Term of this
      Agreement;

     

    (b) pay
      to
      the Executive or his representatives all expense reimbursements due and owing
      the Executive through the Termination Date under Section 3.3 hereof, including
      reimbursements for reasonable and necessary business expenses incurred prior
      to
      the Termination Date, as long as the Executive submits a written accounting
      of
      such expenses in accordance with Section 3.3 hereof within forty-five (45)
      days
      of the Termination Date; and

     

    (c) pay
      to
      the Executive or his representatives all benefits due the Executive, including
      benefits pursuant to Section 3.4 hereof in accordance with the Company's
      standard policy, through the Termination Date.

     

    4.4 Withholding.
      The
      Company shall have the right to deduct from the compensation due to the
      Executive any and all sums required for social security and withholding taxes
      and for any other federal, state, or local tax or charge which may be in effect
      or hereafter enacted or required by law as a charge on compensation of the
      Executive. 

     

    4.5 Provision
      of Benefits.
      Should
      the continuation of any benefits to be provided to the Executive following
      the
      termination of the Executive's employment hereunder be unavailable under the
      Company's benefit plans for any reason, the Company shall pay for the Executive
      to receive such benefits under substantially similar plans from similar third
      party providers.

     

    5. Assignment.
      This
      Agreement is personal in nature and neither of the parties hereto shall, without
      the written consent of the other, assign or otherwise transfer this Agreement
      or
      its obligations, duties and rights under this Agreement; provided, however,
      that
      in the event of the merger, consolidation, transfer or sale of all or
      substantially all of the assets of the Company, this Agreement shall, subject
      to
      the provisions hereof, be binding upon and inure to the benefit of such
      successor and such successor shall discharge and perform all of the promises,
      covenants, duties and obligations of the Company hereunder.

     

    6. Miscellaneous.

     

    6.1 Entire
      Agreement; Modification.
      This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof, and the parties hereto have made no agreements, representations
      or warranties relating to the subject matter of this Agreement that are not
      set
      forth otherwise herein. This Agreement supersedes any and all prior agreements,
      written or oral, between the Executive and the Company. No modification of
      this
      Agreement shall be valid unless made in writing and signed by the parties
      hereto.

     

    6.2 Severable
      Provisions.
      The
      provisions of this Agreement are severable and if any one or more provisions
      may
      be determined to be illegal or otherwise unenforceable, in whole or in part,
      the
      remaining provisions of the Agreement shall nevertheless be binding and
      enforceable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.3 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      substantive laws of the State of Nevada, USA without regard to conflicts of
      laws
      principles. All controversies, claims, actions or causes of action arising
      between the parties hereto and/or their respective successors and assigns,
      shall
      be subject to arbitration which arbitration shall be conducted in Los Angeles
      County, California before a retired judge of the California Superior Court
      or
      the United States District Court pursuant to the rules of and administered
      by
      JAMS/Endispute.

     

    6.4 Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      mailed, telecopied, or delivered by hand or by a nationally recognized courier
      service guaranteeing overnight delivery to a party, at the following address
      (or
      to such other address as such party may have specified by notice given to the
      other party pursuant to this provision):

     

    If
      to the
      Executive, to:     Mr.
      Richard Man Fai Lee

    c/o
      Wo
      Kee Hong Group 

    10/F.,
      Block A, Wo Kee Hong Building,

    585-609
      Castle Peak Road,

    Kwai
      Chung, N.T., Hong Kong.


     

    If
      to the
      Company, to:      Xact
      Aid,
      Inc.

    143
      Triunfo Canyon Rd., 

    Suite
      104, Westlake Village CA 91361, 

    USA.

    


     

    All
      such
      notices and communications shall be sent by commercial courier service and
      shall
      be effective upon receipt. Copies for convenience may also be sent by Facsimile
      and/or e-mail.

     

    6.5 Counterparts.
      This
      Agreement may be executed in more than one counterpart, each of which shall
      be
      deemed to be an original, and all such counterparts together shall constitute
      one and the same instrument.


    


    [The
      remainder of this page is left blank intentionally. Signatures
      follow.]


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    IN
      WITNESS WHEREOF, this Employment Agreement is executed as of the day and year
      first above written.

     

    
      	
              Executive:
                RICHARD MAN FAI LEE

            	 	 	
              XACT
                AID, INC., a Nevada corporation

            
	 	 	 	 
	 	 	 	 
	
              /s/
                Richard Man Fai Lee 

            	 	By:
	
              /s/
                Herbert Adamczyk 

            
	
              

              Richard
                Man Fai Lee

            	 	 	
              

              Name:
                Herbert Adamczyk

              
                Title:
                  Chief Operating Officer

              

            
	 	 	 	 
	
              Dated:
                November 6, 2006

            	 	 	
              Dated:
                November 6, 2006