EXHIBIT
        10.9

       

      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 Phyllis
        Sum Yu
        Ng, 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 Corporate Secretary 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$30,000 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:         Ms.
        Phyllis Sum Yu Ng

      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.


      


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

       

      
        	
                Executive:
                  PHYLLIS SUM YU NG

              	 	 	
                XACT
                  AID, INC., a Nevada corporation

              
	 	 	 	 
	 	 	 	 
	
                /s/
                  Phyllis Sum Yu Ng 

              	 	By:
	/s/
                Richard Man
                Fai Lee   
	
                

                Phyllis
                  Sum Yu Ng

              	 	 	
                

                Name:
                  Richard Man Fai Lee

                Title:
                  Chief Executive Officer

              
	 	 	 	 
	
                Dated:
                  November 6, 2006

              	 	 	
                Dated:
                  November 6, 2006