EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”) is entered into as of July 1, 2013 by and between Amy Xue (“Employee”)
and Geltology Inc. a Delaware corporation with its principal office located at Room 801, Plaza B, Yonghe Building, Beijing, PRC
(“Company”), based on the following facts:


 


RECITALS


 


A.Employee
is a professional who specializes in providing Accounting Services, CFO services, Tax Services and other various advisory services
to private and publicly held companies.


 


B.Company
wishes Employee to perform, and Employee wishes to perform, certain Chief Financial Officer (“CFO”) services for Company,
as more particularly described below and in accordance with the terms and conditions of this Agreement.


 


As
used in this Agreement, the term, “the Parties”, shall refer to the Company and Employee jointly.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree to the
following terms and conditions, which set forth the rights, duties, and obligations of the parties:


 


1.PERFORMANCE
OF SERVICES


 


1.1Performance
of Services. Unless this Agreement is earlier terminated as set forth in Section 7 below, for a thirty-six (36) month period following
the date of this Agreement, Employee agrees to perform the following (the "Services") attached as appendix A.


 


1.2
Working Hour. Company may request Employee to provide services described in Appendix A for up to forty (40) hours each week. All
the working hours not utilized in any particular week shall be deemed forfeited and can’t be accrued for future use. Both
parties agree that compensation in section 2 below is for the services provided within forty (40) hours per week.


 


1.3Review
of Work Products. Employee shall provide Company with an advance copy of each work product intended to be submitted to the Company’s
auditor or any related parties for review of facts prior to distribution of such work product.


 


1.4Additional
Services. If Company requires additional Services from Employee, the parties agree to negotiate in good faith the terms and conditions
of such additional Services, including and without limitation, if applicable, any deliverables, specifications, payment and delivery
schedules relating thereto.


 


 


 





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1.5Cooperation
by Company. Company shall provide Employee such support, cooperation, information and materials as are reasonably necessary for
Employee to perform the Services. Notwithstanding anything in this Agreement to the contrary, Employee shall have no liability
resulting from or relating to any delay or failure by Company in providing to Employee such support, cooperation, information
and/or materials. Company warrants that all information and materials that either provides to Employee will be true and accurate
in all material respects. Employee shall have no liability resulting from or relating to any errors, misstatement, or misconduct
by Company


 


Company
and Employee acknowledge that Employee is not a licensed broker/dealer, investment bank or investment advisor. Employee cannot
and will not act in the capacity of an ‘advisor’ as it relates to any financial transaction, funding, merger or negotiation
involving financing, purchase or sale of securities or any other activity regulated under the laws, rules and statutes governing
such activities in the United States and any/all of its territories. Employee’s activities and responsibilities under this
agreement are limited to those referred to in Recitals A and B, and Appendix A.


 


2.COMPENSATION


 


2.1
Value of Services. As consideration for the services rendered to the Company pursuant to the provisions of this Agreement, the
Company hereby agrees to pay Employee a monthly non-refundable salary of RMB33,580 for the first year after the execution of the
Agreement and a monthly salary increased by 10% for the second year and thereafter to the account designed by Employee. The initial
salary amount is to be paid upon execution of the Agreement, followed by (11) consecutive monthly payments in the amount of RMB33,580
each, (12) consecutive monthly payments in the amount of RMB36,940 each and (12) consecutive monthly payments in the amount of
RMB40,635 each to be paid on the corresponding day of this Agreement, every 30 days. All the retainers shall be paid promptly
on the corresponding date of this Agreement, to be deferred by another business day if the corresponding date happens to be a
national holiday or weekend, but no later than five calendar days after the corresponding date.


 


2.2
Bonus. In the event that Employee, in his/her capacity as CFO, introduces any funding source to Company and Company successfully
obtains funding from such source, Company shall pay Employee a bonus equal to 5% of the total amount of funding obtained from
such source at the closing date(s) of such funding transaction(s).


 


2.3Expenses.
Company shall reimburse any out-of-pocket costs and expenses (including travel, meals and lodging expenses) that Company has approved
in advance and that Employee incurs in the performance of its duties under this Agreement. Employee shall provide Company with
an itemized list of all such expenses and supporting receipts, which shall be sufficiently detailed for verification and management
control purposes.


 


2.4
Accrued Interest. Company shall pay all the payables including salaries, bills and/or commissions due to Employee upon receipt
or the due date defined herein this agreement. All payments. over-due fifteen (15) days after the due date defined herein shall
accrue interests at 1.5% compounded (one and a half percent) every thirty days


 


 


 





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3.OWNERSHIP


 


Company
shall own all right, title and interest (including, without limitation, all intellectual property rights) in and to any deliverables
provided to Company from Employee as part of the Services.


 


4.REPRESENTATIONS
AND WARRANTIES


 


4.1.Limited
Warranty. Employee represents and warrants to Company that:


 


		(a)	Employee
                                                            has full power to enter into this Agreement and to perform its obligations
                                                            hereunder;



 


(b)
Employee has not made and will not make any commitments or agreements inconsistent with this Agreement; and


 


(c)
Other than the information that has been specifically disclosed to Company by Employee in the D&O Questionnaire, Employee
has not been involved in the last Ten (10) years in any of the following:


 


i.
Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time;


 


ii.
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);


 


iii.
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities;


 


iv.
Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;


 


v.
Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed,
suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or
any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any
business entity; or


 


vi.
Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the
Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member.


 


 


 








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4.2.EXCLUSIVE
WARRANTY. THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1 CONSTITUTE THE ONLY WARRANTIES MADE BY EMPLOYEE WITH RESPECT TO THE
SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES). EMPLOYEE MAKES NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF
ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SERVICES (INCLUDING, WITHOUT LIMITATION,
ANY DELIVERABLES).EMPLOYEE EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EMPLOYEE DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES)
IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE, OR THAT THE SERVICES (INCLUDING, WITHOUT LIMITATION,
ANY DELIVERABLES) WILL BE ERROR-FREE (EXCEPT FOR ANY ERROR THAT RESULTS FROM EMPLOYEE'S BAD FAITH, WILLFUL NEGLIGENCE OR UNTRUE
STATEMENT NOT MADE IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION PROVIDED TO EMPLOYEE BY COMPANY), AND EMPLOYEE HEREBY DISCLAIMS
ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THERE IS ALSO NO IMPLIED WARRANTY OF NON-INFRINGEMENT; THE SOLE REMEDY FOR INFRINGEMENT
IS PROVIDED IN SECTION 5. THIS SECTION 4.2 SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.


 


5.INDEMNIFICATION


 


5.1.Company
(and its and their directors, officers, employees, and agents) shall indemnify and hold Employee harmless from and against, any
claim arising out or relating to: (a) use, operation or combination of any deliverables with any other documentation not provided
or authorized by Employee, if liability would have been avoided but for such use or combination; (b) Company’s or Company's
agents' activities after Employee has notified Company that Employee believes such activities may, if Company and Client engages
in such activities, result in any claim, suit, action or proceeding that Employee could be liable, (c) any modifications or marking
of any deliverables not specifically made or authorized in writing by Employee; (d) third party product, software or data; (e)
any negligent or willful acts or omissions of Company; or (f) any use of the Services (including, without limitation, any deliverables)
outside the geographical boundaries of the United States or Canada.


 


5.2.Indemnification
by Company. Company shall indemnify, hold harmless and defend Employee (and its and their directors, officers, Employees, and
agents) against any and all damages, costs, expenses, settlements and other liabilities (including reasonable attorneys’
fees and costs) arising out of or relating to any claim, suit, action or proceeding (including, without limitation, reasonable
attorneys’ fees) arising from or relating to any use of the Services, including, without limitation, any reproduction, modification,
distribution or other use of any deliverables, by Company or any party under license from Company (including, without limitation,
any claim of infringement of third party rights or any breach of warranty), or that results from Company's bad faith, willful
negligence or delivery of untrue information or statements to Employee. If Employee is joined in any lawsuit, subpoena or action
brought against Company by any State or Federal agency, Company agrees to indemnify Employee per this section 5.3.


 


 


 


 


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6.LIMITATION
OF LIABILITY


 


6.1.TO
THE EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT,
OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA OR INTERRUPTION
OF BUSINESS) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DELIVERABLES), EVEN
IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.


 


6.2.NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY,
EMPLOYEE’ ENTIRE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO SECTION 4.1 (LIMITED WARRANTY)
AND/OR SECTION 5.1 (INDEMNIFICATION BY EMPLOYEE), UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE),
SHALL NOT EXCEED THE AMOUNT PAID BY COMPANY TO EMPLOYEE UNDER THIS AGREEMENT.


 


7.TERM
AND TERMINATION


 


7.1.Term


 


Except
as hereinafter provided, this Agreement shall commence on the date first set forth above and, unless sooner terminated as provided
in this Agreement, shall continue thereafter in full force and effect for thirty-six (36) months. Notwithstanding Section 7.1.1,
Employee may terminate this Agreement immediately if (a) Company fails to make when due any payments to Employee under this Agreement;
(b) if Employee determines, in its sole discretion, that Company or Client has failed to provide complete and accurate information
necessary for Employee to perform the Services, or that Company is acting or has acted in a manner that damages or could potentially
damage Employee's reputation in the business community, or (c) if Company or Client (i) becomes insolvent; (ii) fails to pay its
debts or perform its obligations in the ordinary course of business as they mature; (iii) is declared insolvent or admits in writing
its insolvency or inability to pay its debts or perform its obligations as they mature; (iv) becomes the subject of any voluntary
or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or composition or general assignment
for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice
within sixty (60) days after the institution thereof; or (v) if Client becomes the subject of a Federal, State, SEC or NASD investigation
into its business practices, accounting or officers and directors. The thirty-six (36) month term of this Agreement shall be deemed
automatically renewed unless the Company gives notice to Employee of an intention to terminate at the expiration of the original
term. The notice must be in writing, received by Employee at least thirty (30) days prior to the end of the term, and specifically
address the automatic renewal provision of this Agreement.


 


 


 








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7.1.1Company
may terminate this Agreement, upon an aggregate thirty (30) business days' prior written notice and opportunity for Employee to
cure, if Employee breaches any material term of this Agreement.


 


7.2.Effect
of Termination.


 


7.2.1Termination
of Rights and Obligations; Return of Property. Upon any termination of this Agreement, all obligations and rights hereunder shall
terminate, except to the extent otherwise provided in this Agreement. Within ten (10) business days after any such termination
of this Agreement, each party shall return to the other party, or destroy all copies or portions of, all of the other party's
property. At either party's request, the other party shall furnish to the requesting party an affidavit signed by an officer of
the other party certifying that, to the best of its knowledge, such delivery or destruction has been fully effected.


 


7.2.2No
Waiver or Release. Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and
shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement.
Neither party will be liable to the other for damages of any kind, which arise solely as a result of terminating this Agreement
in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy
of such party under this Agreement or applicable law.


 


7.2.3Survival.
The provisions of Sections 2.2, 2.3, 3 (except as provided in Section 7.1.1), 4.1, 4.2, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive
any termination of this Agreement.


 


8.
Representation


 


8.1
Representation of the Company RE: General. The Company represents that: (1) it has the requisite authority and power to enter
into this agreement; (2) this Agreement and the obligations recited hereunder have been approved by the Company’s Board
of Directors; and (3) a responsible officer of the Company has read and understands the contents of this Agreement and is empowered
and duly authorized on behalf of the Company to execute it. Additionally, this contract term allows Employee to all the salaries
that have been received upon any cancellation.


 


9.
Assignment of Agreement


 


Employee’s
services under this Agreement are offered to Company only and may not be assigned by the Company to any other person or entity
with which Company merges or which acquires the Company or substantially all of its assets. In the event of said merger or acquisition,
all compensation to Employee set forth herein under this Agreement shall remain due and payable, and any compensation received
by Employee may be retained in the entirety by Employee, all without any reduction or pro-rating and shall be considered and remain
fully paid and non-assessable. Company shall assure that in the event of any merger, acquisition, or similar change of form of
entity that its successor entity shall agree to complete all obligations to Employee, including the provision and transfer of
all compensation herein, and the preservation of the value thereof consistent with the rights granted to Employee by the Company
herein.


 


 


 





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10.GOVERNING
LAW


 


This
agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect
to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the
State of New York to the rights and duties of the parties. If any provision of this Agreement is held to be illegal or invalid
by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor
its severance and deletion, shall affect the validity of the remaining provisions.


 


11.ENTIRE
AGREEMENT


 


This
Agreement constitutes the complete and exclusive statement of agreement between the parties with respect to the subject matter
herein and replaces and supersedes all prior written and oral agreements or statements by and between the parties. No representation,
statement, condition or warranty not contained in such agreements will be binding on the parties or have any force or effect whatsoever.


 


12.
Attorney Fees


 


In
the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party
in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys’
fees and other costs and expenses by the other parties to the dispute.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives of the parties as
of the date hereof.


 


	 	 	 	 	 
	 	THE COMPANY:

    

    Geltology Inc.	 
	 	 	 
	 	By:  	/s/
     Xingping Hou	 
	 	 	 	 	 
	 	Name:  	Xingping
    Hou	 
	 	 	 	 	 
	 	Title:  	CEO	 


 


 


 








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	 	Employee:

    
	 
	 	By:  	/s/
     Amy Xue	 
	 	 	 	 	 
	 	Name:  	Amy
    Xue	 


 


 


 








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Appendix
A


 


The
Scope of Employment to be provided by Employee to the Company covered by this agreement are limited only to financial reporting
and US representative services including the following:


 


		1.	Book-keeping
                                                                for the Company's holding entity in USA



		2.	Preparation
                                                                of consolidated financial statements including footnotes for SEC
                                                                filings and closely work with the Company’s other officers,
                                                                counsels and auditors to respond to SEC’s questions and
                                                                comments regarding these financial statements and other related
                                                                filings.



		3.	Preparation
                                                                of MD&A for inclusion in SEC filings and closely work with
                                                                the Company’s other officers, counsels and auditors to respond
                                                                to SEC’s questions and comments regarding the MD&A and
                                                                other related filings.



		4.	Establishing
                                                                and maintaining a network of investors for external financing
                                                                and closely work with with the Company’s other officers,
                                                                counsels and auditors to communicate with other service providers.



		5.	Meeting
                                                                with company management and visits to the Company’s facilities
                                                                as necessary



		6.	Communicating
                                                                with company’s shareholders and outside investors and responding
                                                                to their questions regarding the financial reporting of the Company,
                                                                including organizing nad hosting the conference calls with investors,
                                                                participating in the road shows and the Company’s other
                                                                financing events.



 


 


 







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