EMPLOYMENT
      AGREEMENT 

     

    This
      EMPLOYMENT AGREEMENT (the “Agreement”),
      is
      entered into as of July 26, 2007 (the “Effective
      Date”)
      by and
      between Nice Enterprise Trading H.K. Co., Ltd, a company incorporated and
      existing under the laws of Hong Kong (the “Company”)
      and
Mr.
      Marco Hon Wai KU,
      an
      individual (the “Executive”).
      

     

    RECITALS
      

     

    A.
      The
      Company desires to employ the Executive as its Chief
      Financial Officer
      and to
      assure itself of the services of the Executive during the term of Employment
      (as
      defined below). 

     

    B.
      The
      Executive desires to be employed by the Company as its Chief
      Financial Officer during
      the term of Employment and upon the terms and conditions of this Agreement.
      

     

    AGREEMENT
      

     

    The
      parties hereto agree as follows: 

     

    
      	
              1.

            	
              POSITION 

            


    

     

    The
      Executive hereby accepts a position of Chief
      Financial Officer
      (the
“Employment”)
      of the
      Company. 

     

    
      	
              2.

            	
              TERM 

            


    

     

    Subject
      to the terms and conditions of this Agreement, the initial term of the
      Employment shall be one year commencing on the Effective Date, unless terminated
      earlier pursuant to the terms of this Agreement. The Employment shall be renewed
      on a yearly basis. The
      Service Agreement may be terminated by either party giving not less than two
      months’ notice in writing to the other.

     

    
      	
              3.

            	
              PROBATION 

            


    

     

    Probationary
      period is defined as the first four months of the Employment.

     

    
      	
              4.

            	
              DUTIES
                AND RESPONSIBILITIES 

            


    

     

    The
      Executive’s duties at the Company will include all jobs assigned, from time to
      time, by the Company’s Board of the Directors (the “Board”)
      or the
      Company’s Chief Executive Officer, as the case may be. 

     

    The
      Executive shall devote all of his or her working time, attention and skills
      to
      the performance of his or her duties at the Company and shall faithfully and
      diligently serve the Company in accordance with this Agreement, the Memorandum
      and Articles of Association of the Company (the “Articles
      of Association”),
      and
      the guidelines, policies and procedures of the Company approved from time to
      time by the Board. 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    The
      Executive shall use his or her best efforts to perform his or her duties
      hereunder. The Executive shall not, without the prior written consent of the
      Board, become an employee of any entity other than the Company and any
      subsidiary or affiliate of the Company, and shall not be concerned or interested
      in the lodging business or an entity that competes with that carried on by
      the
      Company (any such business or entity, a “Competitor”),
      provided that nothing in this clause shall preclude the Executive from holding
      any shares or other securities of any Competitor that is listed on any
      securities exchange or recognized securities market anywhere. The Executive
      shall notify the Company in writing of his or her interest in such shares or
      securities in a timely manner and with such details and particulars as the
      Company may reasonably require. 

     

    
      	
              5.

            	
              NO
                BREACH OF CONTRACT 

            


    

     

    The
      Executive hereby represents to the Company that: (i) the execution and
      delivery of this Agreement by the Executive and the performance by the Executive
      of the Executive’s duties hereunder shall not constitute a breach of, or
      otherwise contravene, the terms of any other agreement or policy to which the
      Executive is a party or otherwise bound except for agreements entered into
      by
      and between the Executive and any member of the Group pursuant to applicable
      law, if any; (ii) that the Executive has no information (including, without
      limitation, confidential information and trade secrets) relating to any other
      person or entity which would prevent, or be violated by, the Executive entering
      into this Agreement or carrying out his duties hereunder; (iii) that the
      Executive is not bound by any confidentiality, trade secret or similar agreement
      (other than this) with any other person or entity. 

     

    
      	
              6.

            	
              LOCATION
                

            


    

     

    The
      Executive will be based in any location as determined by the Board from time
      to
      time. 

     

    
      	
              7.

            	
              COMPENSATION
                AND BENEFITS 

            


    

     

    
      	
               

            	
              (a)

            	
              Cash
                Compensation.
                The Executive’s cash compensation shall be Rmb40,000 per month (of which
                Rmb20,000 per month will be regarded as housing and traveling allowances)
                during the probation period. After the probation period, the cash
                compensation shall be Rmb60,000 per month (of which Rmb40,000 per
                month
                will be regarded as housing and traveling
                allowances).

            


    

     

    
      	
               

            	
              (b)

            	
              Equity
                Incentives.
                The Executive is entitled to a common stock award of Rmb580,000 upon
                successful listing of the Company on the stock exchange. The Company
                should bear any relation registration or administration fees in
                full.

            


    

     

    
      	
               

            	
              (c)

            	
              Annual
                Leave and Other Benefits.
                The Executive is entitled to 20 days of annual leave per annum. If
                the
                Executive cannot enjoy the annual leave due to business commitments,
                such
                remaining balances of annual leave can be carried forward to the
                following
                year. The Executive is eligible for participation in any standard
                employee
                benefit plan of the Company that currently exists or may be adopted
                by the
                Company in the future, including, but not limited to, any retirement
                plan,
                life insurance plan, health insurance plan and travel/holiday plan.
                

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
              8.

            	
              TERMINATION
                OF THE AGREEMENT 

            


    

     

    
      	
               

            	
              (a)

            	
              By
                the Company.
                The Company may terminate the Employment for cause, at any time,
                without
                notice or remuneration, if (1) the Executive is convicted or pleads
                guilty to a felony or to an act of fraud, misappropriation or
                embezzlement, (2) the Executive has been negligent or acted
                dishonestly to the detriment of the Company, (3) the Executive has
                engaged in actions amounting to misconduct or failed to perform his
                or her
                duties hereunder and such failure continues after the Executive is
                afforded a reasonable opportunity to cure such failure, (4) the
                Executive has died, or (5) the Executive has a disability which shall
                mean a physical or mental impairment which, as reasonably determined
                by
                the Board, renders the Executive unable to perform the essential
                functions
                of his employment with the Company, even with reasonable accommodation
                that does not impose an undue hardship on the Company, for more than
                180
                days in any 12-month period, unless a longer period is required by
                applicable law, in which case that longer period would apply. In
                addition,
                the Company may terminate the Employment without cause, at any time,
                upon
                two months written notice, and upon termination without cause, the
                Company
                shall provide compensation to the Executive as expressly required
                by
                applicable law of the jurisdiction where the Executive is based.
                

            


    

     

    
      	
               

            	
              (b)

            	
              By
                the Executive.
                The Executive may terminate the Employment at any time with a two-month
                prior written notice to the Company, if (1) there is a material
                reduction in the Executive’s authority, duties and responsibilities, or
                (2) there is a material reduction in the Executive’s annual salary
                before the next annual salary review. In addition, the Executive
                may
                resign prior to the expiration of the Agreement if such resignation
                is
                approved by the Board or an alternative arrangement with respect
                to the
                Employment is agreed to by the Board.


            


    

     

    
      	
               

            	
              (c)

            	
              Notice
                of Termination.
                Any termination of the Executive’s employment under this Agreement shall
                be communicated by written notice of termination from the terminating
                party to the other party. 

            


    

     

    
      	
              9.

            	
              CONFIDENTIALITY
                AND NONDISCLOSURE 

            


    

     

    
      	
               

            	
              (a)

            	
              Confidentiality
                and Non-disclosure.
                In the course of the Executive’s services, the Executive may have access
                to the Company, and/or the Company’s client’s and/or prospective client’s
                trade secrets and confidential information, including but not limited
                to
                those embodied in memoranda, manuals, letters or other documents,
                computer
                disks, tapes or other information storage devices, hardware, or other
                media or vehicles, pertaining to the Company, and/or the Company’s
                client’s and/or prospective client’s business. All such trade secrets and
                confidential information are considered confidential. All materials
                containing any such trade secret and confidential information are
                the
                property of the Company and/or the Company’s client and/or prospective
                client, and shall be returned to the Company and/or the Company’s client
                and/or prospective client upon expiration or earlier termination
                of this
                Agreement. The Executive shall not directly or indirectly disclose
                or use
                any such trade secret or confidential information, except as required
                in
                the performance of the Executive’s duties in connection with the
                Employment, or pursuant to applicable law.


            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              (b)

            	
              Trade
                Secrets.
                During and after the Employment, the Executive shall hold the Trade
                Secrets in strict confidence; the Executive shall not disclose these
                Trade
                Secrets to anyone except other employees of the Company who have
                a need to
                know the Trade Secrets in connection with the Company’s business. The
                Executive shall not use the Trade Secrets other than for the benefits
                of
                the Company. 

            


    

     

    “Trade
      Secrets”
means
      information deemed confidential by the Company, treated by the Company or which
      the Executive know or ought reasonably to have known to be confidential, and
      trade secrets, including without limitation designs, processes, pricing
      policies, methods, inventions, conceptions, technology, technical data,
      financial information, corporate structure and know-how, relating to the
      business and affairs of the Company and its subsidiaries, affiliates and
      business associates, whether embodied in memoranda, manuals, letters or other
      documents, computer disks, tapes or other information storage devices, hardware,
      or other media or vehicles. Trade Secrets do not include information generally
      known or released to public domain through no fault of the Executive.


     

    
      	
               

            	
              (c)

            	
              Former
                Employer Information.
                The Executive agrees that he or she has not and will not, during
                the term
                of his or her employment, (i) improperly use or disclose any
                proprietary information or trade secrets of any former employer or
                other
                person or entity with which the Executive has an agreement or duty
                to keep
                in confidence information acquired by Executive, if any, or
                (ii) bring into the premises of Company any document or confidential
                or proprietary information belonging to such former employer, person
                or
                entity unless consented to in writing by such former employer, person
                or
                entity. The Executive will indemnify the Company and hold it harmless
                from
                and against all claims, liabilities, damages and expenses, including
                reasonable attorneys’ fees and costs of suit, arising out of or in
                connection with any violation of the foregoing.


            


    

     

    
      	
               

            	
              (d)

            	
              Third
                Party Information.
                The Executive recognizes that the Company may have received, and
                in the
                future may receive, from third parties their confidential or proprietary
                information subject to a duty on the Company’s part to maintain the
                confidentiality of such information and to use it only for certain
                limited
                purposes. The Executive agrees that the Executive owes the Company
                and
                such third parties, during the Executive’s employment by the Company and
                thereafter, a duty to hold all such confidential or proprietary
                information in the strictest confidence and not to disclose it to
                any
                person or firm and to use it in a manner consistent with, and for
                the
                limited purposes permitted by, the Company’s agreement with such third
                party. 

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    This
      Section 9 shall survive the termination of this Agreement for any reason.
      In the event the Executive breaches this Section 9, the Company shall have
      right to seek remedies permissible under applicable law. 

    


    
      	
              10.

            	
              INVENTIONS
                

            


    

     

    
      	
               

            	
              (a)

            	
              Disclosure
                and Assignment of Inventions.
                The Executive understands that the Company engages in research and
                development and other activities in connection with its business
                and that,
                as an essential part of the Employment, the Executive is expected
                to make
                new contributions to and create inventions of value for the Company.
                

            


    

     

    From
      and
      after the Effective Date, the Executive shall disclose in confidence to the
      Company all inventions, improvements, designs, original works of authorship,
      formulas, processes, compositions of matter, computer software programs,
      databases, mask works and trade secrets (collectively, the “Inventions”),
      which
      the Executive may solely or jointly conceive or develop or reduce to practice,
      or cause to be conceived or developed or reduced to practice, during the period
      of the Executive’s Employment at the Company. The Executive acknowledges that
      copyrightable works prepared by the Executive within the scope of and during
      the
      period of the Executive’s Employment with the Company are “works for hire” and
      that the Company will be considered the author thereof. The Executive agrees
      that all the Inventions shall be the sole and exclusive property of the Company
      and the Executive hereby assign all his or her right, title and interest in
      and
      to any and all of the Inventions to the Company or its successor in interest
      without further consideration. 

     

    
      	
               

            	
              (b)

            	
              Patent
                and Copyright Registration.
                The Executive agrees to assist the Company in every proper way to
                obtain
                for the Company and enforce patents, copyrights, mask work rights,
                trade
                secret rights, and other legal protection for the Inventions. The
                Executive will execute any documents that the Company may reasonably
                request for use in obtaining or enforcing such patents, copyrights,
                mask
                work rights, trade secrets and other legal protections. The Executive’s
                obligations under this paragraph will continue beyond the termination
                of
                the Employment with the Company, provided that the Company will reasonably
                compensate the Executive after such termination for time or expenses
                actually spent by the Executive at the Company’s request on such
                assistance. The Executive appoints the Secretary of the Company as
                the
                Executive’s attorney-in-fact to execute documents on the Executive’s
                behalf for this purpose. 

            


    

     

    
      	
               

            	
              (c)

            	
              Return
                of Confidential Materials.
                In the event of the Executive’s termination of employment with the Company
                for any reason whatsoever, Executive agrees promptly to surrender
                and
                deliver to the Company all records, materials, equipment, drawings,
                documents and data of any nature pertaining to any confidential
                information or to his or her employment, and Executive will not retain
                or
                take with him or her any tangible materials or electronically stored
                data,
                containing or pertaining to any confidential information that Executive
                may produce, acquire or obtain access to during the course of his
                or her
                employment. 

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    This
      Section 10 shall survive the termination of this Agreement for any reason.
      In the event the Executive breaches this Section 10, the Company shall have
      right to seek remedies permissible under applicable law. 

     

    
      	
              11.

            	
              CONFLICTING
                EMPLOYMENT

            


    

     

    The
      Executive hereby agrees that, during the term of his or her employment with
      the
      Company, he or she will not engage in any other employment, occupation,
      consulting or other business activity related to the business in which the
      Company is now involved or becomes involved during the term of the Executive’s
      employment, nor will the Executive engage in any other activities that conflict
      with his or her obligations to the Company without the prior written consent
      of
      the Company. 

     

    
      	
              12.

            	
              NON-COMPETITION
                AND NON-SOLICITATION 

            


    

     

    In
      consideration of the salary paid to the Executive by the Company, the Executive
      agrees that during the term of the Employment and for a period of six months
      following the termination of the Employment for whatever reason: 

     

    
      	
               

            	
              (a)

            	
              The
                Executive will not approach clients, customers or contacts of the
                Company
                or other persons or entities introduced to the Executive in the
                Executive’s capacity as a representative of the Company for the purposes
                of doing business with such persons or entities which will harm the
                business relationship between the Company and such persons and/or
                entities; 

            


    

     

    
      	
               

            	
              (b)

            	
              unless
                expressly consented to by the Company, the Executive will not assume
                employment with or provide services as a director or otherwise for
                any
                Competitor, or engage, whether as principal, partner, licensor or
                otherwise, in any Competitor; and 

            


    

     

    
      	
               

            	
              (c)

            	
              unless
                expressly consented to by the Company, the Executive will not seek
                directly or indirectly, by the offer of alternative employment or
                other
                inducement whatsoever, to solicit the services of any employee of
                the
                Company employed as at or after the date of such termination, or
                in the
                year preceding such termination. 

            


    

     

    The
      provisions contained in Section 12 are considered reasonable by the
      Executive and the Company. In the event that any such provisions should be
      found
      to be void under applicable laws but would be valid if some part thereof was
      deleted or the period or area of application reduced, such provisions shall
      apply with such modification as may be necessary to make them valid and
      effective. 

     

    This
      Section 12 shall survive the termination of this Agreement for any reason.
      In the event the Executive breaches this Section 12, the Executive
      acknowledges that there will be no adequate remedy at law, and the Company
      shall
      be entitled to injunctive relief and/or a decree for specific performance,
      and
      such other relief as may be proper (including monetary damages if appropriate).
      In any event, the Company shall have right to seek all remedies permissible
      under applicable law. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              13.

            	
              WITHHOLDING
                TAXES 

            


    

     

    Notwithstanding
      anything else herein to the contrary, the Company may withhold (or cause there
      to be withheld, as the case may be) from any amounts otherwise due or payable
      under or pursuant to this Agreement such national, provincial, local or any
      other income, employment, or other taxes as may be required to be withheld
      pursuant to any applicable law or regulation. 


     

    
      	
              14.

            	
              ASSIGNMENT
                

            


    

     

    This
      Agreement is personal in its nature and neither of the parties hereto shall,
      without the consent of the other, assign or transfer this Agreement or any
      rights or obligations hereunder; provided, however, that (i) the Company
      may assign or transfer this Agreement or any rights or obligations hereunder
      to
      any of its affiliates or subsidiaries without such consent, and (ii) in the
      event of a merger, consolidation, or transfer or sale of all or substantially
      all of the assets of the company with or to any other individual(s) or entity,
      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 the promises, covenants, duties, and obligations of the Company
      hereunder. 

     

    
      	
              15.

            	
              SEVERABILITY
                

            


    

     

    If
      any
      provision of this Agreement or the application thereof is held invalid, the
      invalidity shall not affect other provisions or applications of this Agreement
      which can be given effect without the invalid provisions or applications and
      to
      this end the provisions of this Agreement are declared to be severable.


     

    
      	
              16.

            	
              ENTIRE
                AGREEMENT 

            


    

     

    This
      Agreement constitutes the entire agreement and understanding between the
      Executive and the Company regarding the terms of the Employment and supersedes
      all prior or contemporaneous oral or written agreements concerning such subject
      matter. The Executive acknowledges that he or she has not entered into this
      Agreement in reliance upon any representation, warranty or undertaking which
      is
      not set forth in this Agreement. Any amendment to this Agreement must be in
      writing and signed by the Executive and the Company. 

     

    
      	
              17.

            	
              GOVERNING
                LAW 

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the law of
      the
      PRC.

     

    
      	
              18.

            	
              AMENDMENT
                

            


    

     

    This
      Agreement may not be amended, modified or changed (in whole or in part), except
      by a formal, definitive written agreement expressly referring to this Agreement,
      which agreement is executed by both of the parties hereto. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              19.

            	
              WAIVER
                

            


    

     

    Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any right, remedy,
      power or privilege, nor shall any waiver of any right, remedy, power or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.


     

    
      	
              20.

            	
              NOTICES
                

            


    

     

    All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing and shall be deemed to have been duly given
      and made if (i) delivered by hand, (ii) otherwise delivered against
      receipt therefor, or (iii) sent by a recognized courier with next-day or
      second-day delivery to the last known address of the other party.

     

    
      	
              21.

            	
              COUNTERPARTS
                

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original as against any party whose signature appears thereon, and
      all
      of which together shall constitute one and the same instrument. This Agreement
      shall become binding when one or more counterparts hereof, individually or
      taken
      together, shall bear the signatures of all of the parties reflected hereon
      as
      the signatories. Photographic copies of such signed counterparts may be used
      in
      lieu of the originals for any purpose. 

     

    
      	
              22.

            	
              NO
                INTERPRETATION AGAINST DRAFTER


            


    

     

    Each
      party recognizes that this Agreement is a legally binding contract and
      acknowledges that it, he or she has had the opportunity to consult with legal
      counsel of choice. In any construction of the terms of this Agreement, the
      same
      shall not be construed against either party on the basis of that party being
      the
      drafter of such terms. 

     

    [Remainder
      of this page has been intentionally left blank.] 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first written
      above. 

     

    
      	 	 	
              Nice
                Enterprise Trading H.K. Co.,
                Ltd.

            
	 	 	 	 
	
            	 	
              By:

            	
            
	
            	 	
              Name:

            	
              

              Pengfei
                LIU

            
	
            	 	Title:	
              CEO
                and Executive
                Director

            


    

     

    
      	 	 	Executive 
	 	 	 	 
	
            	 	Signature:	
            
	
            	 	
              Name:

            	
              

              
                Marco
                  Hon Wai KU

              

            
	
            	 	Title:	
              
                CFO

              

            


    

     

    
      
         

      

      
        9