Engagement Agreement


 


This agreement is signed by the two parties:


 


Name of party A: LAW Insurance Broker Co.,Ltd.
(hereinafter referred to as Party A)


Registered address: 7F, No. 311, Nanjing
E. Rd., Songshan Dist., Taipei City, Taiwan


Postcode: 10595


 


Name of party B: Chao, Hui-Hsien


ID No.: H220435536


 


Party A and party B shall reach following
agreements:


 


Article I Term and Position of Employment


 


		1.	Party A employ Party B as senior management personnel of Party A (position: General Manager),
the term of employment is from January 7th, 2013 to January 6th, 2015.



 


		2.	Article II Job description →depending on the authorized scope



 


Party B shall assist
Party A in operating and managing insurance agency businesses during his term of employment, including but not limited to the following
matters:


 


		(1)	Annual operating policies: Party B shall explain the annual operating policies to the Board of
Directors (“BoD”). If the meeting schedule of BoD is not held on time, then should be on the actual meeting date.



 


		(2)	Temporary operating policies: Party B may adjust the operating policies based on the following
circumstances and report to the BoD at the coming meeting:



 


		A.	Market demand



 


		B.	Change, repeal or abandon of laws or regulations



 


		C.	Other causes causing the original operating policies difficult to enforce.



 


		(3)	Organize and exert company's annual operation plan and scheme



 


		(4)	Preside over the operation and management of insurance company, organize and exert decisions of
the meeting of board.



 






    	 



    	 



    

 








		(5)	Decide to employ or dismiss employees or brokers, except the auditor.



 


		(6)	Execute company's financial management and use (the amount of NT ) thirty million or less with
proper authority, but the resolution over more than $ 10 million, Party B shall explain at the coming BoD meeting.



 


		(7)	As the representatives (including the need to text whom acts (such as signing or posting) and without
whom the text behaviors (such as participation in a meeting or event).



 


		(8)	Attend BoD and shareholders meetings, report the appointed duties, provide timely suggestions,
and answer to questions raised by the BoD.



 


		(9)	Other jobs assigned by the BoD.



 


		3.	Remuneration and Condition of employment



 


		(1)	Salary: Party A shall pay NT$        to party B as remuneration each month payable monthly in arrears
on fifth day of each calendar month, which may be advanced to the previous working day if it falls on public holidays or weekends.



 


		(2)	Remuneration:



 


		A.	13-Month Persistency Ratio



 


		a.	Above 80%: 1% of the commissions paid to Party by the insurance companies.



 


		b.	Above 85%: 1.5% of the commissions paid to Party by the insurance companies.



 


		B.	25-Month Persistency Ratio



 


		a.	Above 80%: 0.5% of the commissions paid to Party by the insurance companies.



 


		b.	Above 85%: 1% of the commissions paid to Party by the insurance companies.



 


		C.	Achievement rate of the annual sales target:



 


		a.	Above 100%: 1% of the amount of sales



 


		b.	Above 110%: 1.1% of the amount of sale



 


		c.	Above 120%: 1.2% of the amount of sale





    	 



    	 



    

 


		d.	Above 130%: 1.3% of the amount of sale



 


		e.	Above 140%: 1.4% of the amount of sale



 


		f.	Above 150%: 1.5% of the amount of sale



 


		(3)	Bonus



 


1.2% of the yearly amount of
the Company's net income.


 


The payment methods and periods
of remuneration for each year and bonus should be notified by Party A’s notice.


 


		4.	Special Provision



 


Party A agrees to provide Party
B following benefits in the period of engagement:


 


		(1)	Labor insurance;



 


		(2)	Health Insurance;



 


		(3)	Group insurance (the premium will be in accordance with the negotiation between the Party A and
insurance company);



 


		(4)	Domestic and foreign studies (unlimited domestic and one time for foreign);



 


		(5)	Travelling (20 days for foreign, seven days 2 times in domestic);



 


		(6)	General health examination (once a year, and with a (PET) photographic examination during the engagement.);
and



 


		(7)	Other benefits according to the Labor Standards Act or related regulations, including but not limited
to, Severance compensation, workers' compensation or labor pension.



 


		5.	Obligations of Party B



 


Party B shall be under the care
of a good manager, take care of the Party A’s affairs with proper implementation and bear the following obligations during
the engagement period:


 


		(1)	During the engagement period shall not be appointed as the party of business and others engaged
in the same or similar nature of the business as the Party A, but in the Taiwan Area and the Mainland Area is limited.



 


		(2)	Fulfill the obligation to protect the equipment (including software and hardware).



 




    	 



    	 



    

 


		(3)	In the event of a major incident on company operations, shall immediately report to the chairman
of the Board or the shareholders' meeting convened to discuss coping methods.



 


		(4)	Execute the matters relating to the bounden duty of the manager to perform the Companies Act, the
Insurance Act or related regulations.



 


		6.	Obligations of Party A



 


preside over the operation and management
of insurance company, organize and exert decisions of the meeting of board.


 


(1) organize and exert company's annual
operation plan and scheme.


 


(2) draft the set plan of inner managing
organizations.


 


(3) draft the basic system of management.


 


(4) draft the specific regulations.


 


(5) Apply to employing or dismissing manager,
vice-manager and the one who is in charge of finance.


 


(6) decide to employ or dismiss the one
that is in charge of management and that shall be decided by the board meeting.


 


(7) other rights authorized by the board
meeting.


 


(8) rights regulated by other rules.


 


		7.	Termination



 


This engagement shall be terminated
upon the expiration of this engagement except the following conditions:


 


		(1)	This engagement shall be terminated once re-election of all directors and supervisors of Party
A.



 


		(2)	Either party to the other party written notice of termination of the contract, but it should be
in two months time before the termination of the above notice, but due to causes attributed to the other party for the purpose
of notice of termination of the contract, unless. Violation of the provisions hereof either party may terminate this contract who
should bear the liability for damages.



 




    	 



    	 



    

 


		(3)	In the event that Party B disqualifies to act as manager of the engagement, this engagement shall
be terminated.



 


		(4)	Due to personal physical factors have been diagnosed by doctors and Party B can’t do the
jobs as the managers, Party B may terminate this Agreement at any time after notifying Party A.



 


		(5)	Party A dismisses the Party B according to the Article 29 of the Company Act as the manager.



 


		(6)	Party A decides to close the business, merge or make with 1/2 or more of its businesses or other
capital to any third party, this engagement shall terminated.



 


		(7)	Either party fails to cure the breach to the engagement after receiving the written notice from
the other party within a reasonable period. But breach of severe circumstances, the non-breaching party may terminate this engagement
without prior notice.



 


Except the above articles for
terminating this engagement, either party may claim damages incurred by any termination of this contract or refuse to fulfill the
contractual obligations.


 


		8.	Non-assignment



 


Either party may not assign
or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the other party’s express prior
consent.


 


		9.	General Provisions



 


		(1)	This Agreement shall be governed by the laws of Taiwan R.O.C.



 


		(2)	Any waiver, modification, addendum or amendment of any provision of this Agreement will be effective
only if in writing and signed by duly authorized representatives of each party.



 


		(3)	All disputes arising out or in connection with this Agreement shall be settled by the first instance
of the District Court of Taipei, Taiwan, Republic of China.



 


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


 


In case this Agreement is contraindicated
to previous verbal and written agreements, this contract shall be applied. Any modification of this contract s must adopt each
party's agreement in written.


 


	
        Party A: LAW Insurance Broker Co.,Ltd.

        legal representative or principal (sealed
        by):

         
	 	Party B (Sealed by):  Chao, Hui-Hsien
	Date:  January 7th, 2013	 	Date:  January 7th, 2013