Common use of Protection of Confidential Information; Non-Competition Clause in Contracts

Protection of Confidential Information; Non-Competition. 4.1. Executive acknowledges that: (1) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). (2) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1A) As a result of his current employment with with, and prior retention as an employee of, the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2B) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3C) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. (D) Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. (E) Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. (F) During the period commencing on the date hereof and ending on the date Executive's employment hereunder is terminated (and, if Executive is terminated with "Cause" or Executive terminates this Agreement without "Good Reason," until the start date of employment under this agreement and terminating three years which is one year after termination of employment: (A) any such termination), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at the time of termination Company (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. (G) If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.1(D) or 4.45.1(F), the Company shall have the rightright and remedy: (1i) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2ii) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.1(D) or 4.45.1(F), and Executive hereby agrees to account for and pay over such damages to the Company (up Company. 5.2 Each of the rights and remedies enumerated in this Section 5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum of all payments made Company under the Agreement)law or equity. 4.6. 5.3 In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 5.4 If Executive shall violate any covenant contained in Section 4.45.1(F), the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.5 If any provision of Sections 4.2 5.1(D) or 4.4 5.1(F) is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.6 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and and/or its subsidiaries and affiliates (referred to collectively in this Article paragraph 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, ; (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, subject to Executive's obligations under this Section 4, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.44.4 If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 4.2, the Company shall have the right and remedy: (a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (b) to require Executive to account for and pay over to the Company all monetary benefits received by the Executive as the result of any transactions constituting a breach of any of the provisions of Sections 4.2, and Executive hereby agrees to account for and pay over such benefits to the Company. Each of the rights and remedies enumerated in this Section 4.4 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. 4.5 During the one-year period commencing following termination of Executive's employment with the start date of employment under this agreement and terminating three years after termination of employment: (A) Company for any reason, Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and TaiwanUnited States, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”), as defined below; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship or is otherwise doing business or has done business during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, 4 the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “know-how,” , customers and sources (“Confidential Information”). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, in oral or written form, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunderhereunder to someone who is has also signed a non-disclosure or similar agreement , (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. 4.4 During the period commencing with the start date of employment under this agreement ______________, 200_ and terminating three (3) years after termination of employment: (A) , Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) solicit for employment or employ, or have or cause any other person or entity to solicit for employment or employ, any person who was employed by the Company at within three (3) months prior to the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (viv) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement ______________, 200_ and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer _______________ of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” cause or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach his obligations under Section 6. Notwithstanding the foregoing, the business of Enviro-Clean as currently conducted (including its operation of the site at x0xxxxxx.xxx as currently structured and operated) shall not be deemed a competitive business. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his role as consultant to or employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation corporation, other than EnviroClean, engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be the fourth anniversary of the Start Date; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If one-year anniversary of such termination and the Company determines not to exploit any opportunity referred to in third anniversary of the foregoing sentenceStart Date, the Company shall determine what, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates his employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding fifth anniversary of the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationStart Date. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and and/or its subsidiaries and affiliates (referred to collectively in this Article paragraph 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, ; (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, subject to Executive's obligations under this Section 4, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4 If Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 4.2, the Company shall have the right and remedy: (a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (b) to require Executive to account for and pay over to the Company all monetary benefits received by the Executive as the result of any transactions constituting a breach of any of the provisions of Sections 4.2, and Executive hereby agrees to account for and pay over such benefits to the Company. Each of the rights and remedies enumerated in this Section 4.4 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity. In connection with any legal action or proceeding arising out of Section 4.4. , the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.5 During the one-year period commencing following termination of Executive's employment with the start date of employment under this agreement and terminating three years after termination of employment: (A) Company for any reason, Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and TaiwanUnited States, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”), as defined below; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship or is otherwise doing business or has done business during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, 4 the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If 4.7 The provisions of this paragraph 4 shall survive the termination of this Agreement for any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initioreason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive understands and acknowledges that:that during the course of employment by the Employer, he/her will have access to and learn about confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to the Company and its businesses and existing and prospective customers, suppliers, investors, and other associated third parties ("Confidential Information"). (1a) As Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company not having a result of his current employment need to know and authority to know and use the Confidential Information in connection with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred and, in any event, not to collectively anyone outside of the direct employ of the Company except as required in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). (2) The Company will suffer substantial damage which will be difficult performance of Executive's authorized employment duties to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the prior consent of Board of Directors acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or divulge consent); and (iii) not to access or use any Confidential Information. (3) The provisions of this Agreement are reasonable , and necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at to copy any timedocuments, either during the term of this Agreement records, files, media, or thereafter, divulge to any person or entity other resources containing any Confidential Information obtained Information, or learned by him as a result remove any such documents, records, files, media, or other resources from the premises or control of his employment with the Company, except (i) as required in the course performance of performing his Executive's authorized employment duties hereunderto the Company or with the prior consent of Board of Directors acting on behalf of the Company in each instance (and then, (ii) such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Executive shall promptly provide written notice of any such information is in order to Board of Directors. (b) Executive understands and acknowledges that his/her obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Executive first having access to such Confidential Information (whether before or after he/she begins employment by the Company) and shall continue during and after his/her employment by the Company until such time as such Confidential Information has become public domain knowledge other than as a result of the Executive’s 's breach of this Agreement or breach by those acting in concert with the Executive or on the Executive's behalf. 4.2 Executive hereby agrees that he/she shall not, during his/her employment pursuant to this Agreement and for a period of thirty-six (36) months thereafter, do any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made the following without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) prior written consent of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning Board of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: Directors: (a) take reasonably necessary and lawful steps required carry on any business or activity (whether directly or indirectly, as a partner, shareholder, principal, agent, director, affiliate, employee or consultant) in any parts of the Peoples' Republic of China where the Company or any of its subsidiaries conduct their business, which is competitive with the business conducted by the Company or any of its subsidiaries (as conducted now or as those businesses come to defend against be conducted during the enforcement term of such subpoenaExecutive's employment), court order or nor engage in any other government process, activities that conflict with Executive's obligations to the Company and its subsidiaries. (b) permit solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his/her or its purchase of the products and/or services of the Company to intervene and participate with counsel or any of its choice subsidiaries to any person, firm, corporation, institution or other entity in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment competition with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his subsidiaries. (c) solicit or his family’s assets in the securities of influence or attempt to influence any corporation person employed by or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer consultant to the Company for consideration (before or any other party) any and all opportunities of its subsidiaries to acquire or purchase, terminate or otherwise make equity cease his or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done her employment or consulting relationship with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event any of its subsidiaries or become an employee of any competitor of the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationits subsidiaries. 4.5. (d) If Executive commits a breach of any of the provisions of Sections 4.2 or 4.44.2, in addition to Section 3, the Company shall have the right: (1i) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2ii) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.44.2, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained (e) The restrictions in Section 4.44.2(a) to (c) are regarded by the Company and Executive as fair and reasonable, and the duration Company and Executive hereby expressly confirm, declare and represent to each other that they are so regarded by them. However, it is hereby declared that each of such covenant so violated shall the restrictions in this Section 4.2 is intended to be automatically extended for a period of time equal to the period of such violation. 4.7separate and severable. If any provision of Sections 4.2 or 4.4 restriction is held to be unenforceable because unreasonably wide but would be valid if part of the wording were to be deleted or the range of activities or businesses were to be reduced in scope, duration such restriction will apply with so much of the wording deleted or area of its applicability, the tribunal making such determination shall not have the power modified as may be necessary to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initiomake it valid.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and and/or its subsidiaries and affiliates (referred to collectively in this Article paragraph 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, ; (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, subject to Executive's obligations under this Section 4, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (Afuture) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.4 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 or 4.44.2, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 or 4.4Sections 4.2, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 4.4 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under Section 4.4, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 4.5 If Executive shall violate any covenant contained in Section 4.4, 4 the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If 4.6 The provisions of this paragraph 4 shall survive the termination of this Agreement for any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initioreason.

Protection of Confidential Information; Non-Competition. 4.14.1 Executive and Companies acknowledge that the services Executive provides to the Companies are unique (for purposes of this Section 4 the term "Companies" shall include the entity owning the Companies as well as all entities owned by the Companies). Executive acknowledges that: (1) As a result and Companies further acknowledge that the business knowledge and relationships of his current the Executive acquired during Executive's employment with the CompanyCompanies is a critical asset of the Companies. In addition, the Executive's work for the Companies will bring the Executive into close contact with many confidential affairs of the Companies that are not readily available to the public and plans for future developments of the Companies. Accordingly, the Executive hereby agrees that, as a material and essential condition of Executive's employment by the Companies and in consideration of this Agreement and the compensation and other benefits provided for herein, the Executive is subject to and encumbered by the restrictive covenants set forth in this Section 4 and that the Companies shall have the right to enforce these restrictive covenants. 4.1.1 The Executive hereby covenants, warrants and agrees that the Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). (2) The Company will suffer substantial damage which will be difficult to compute ifnot, during the period of his Executive's employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information, except as may be necessary for Executive to communicate on a "need to know" basis in the ordinary course of performing Executive's duties as an employee of the Companies. (3) The provisions 4.1.2 For purposes of this Agreement are reasonable Agreement, "Confidential Information" shall mean any and necessary for the protection of the business of the Company. 4.2. Executive agrees all information, data and knowledge that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) has been created, discovered, developed or otherwise become known to the Companies (including, without limitation, information, data and knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of Executive's employment by the Companies) or in which property rights have been assigned or otherwise conveyed to the Companies, which information, data or knowledge has commercial value in the course business in which the Companies is engaged, except such information, data or knowledge as is or becomes known to the public without violation of performing his duties hereunderthe terms of this Agreement, or (ii) arises out of or relates to the extent that business affairs of the Companies (including without limitation, any such information is in which the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required Companies considers to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprivileged). If Executive shall be required to make disclosure pursuant to the provisions By way of clause (iii) of the preceding sentence, Executive promptlyillustration, but in no event more than 72 hours after learning of such subpoenanot limitation, court orderConfidential Information includes financial information, supply and service information, marketing information, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or other government processinformation, shall notifyprocesses, by personal delivery know-how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or by electronic meansparts thereof, confirmed by mailbudgets, the Company andprojections, at the Company’s expenselicenses, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoenaprices, court order or other government processcosts, and (b) permit employee, customer and supplier lists or parts thereof, terms of supply or service contracts, terms of agreements between customers and the Company to intervene Companies and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) information relating to the business affairs of the Company and all property associated therewithCompanies, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationCompanies. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.16.1 The Executive and the Company acknowledge that the services the Executive provides to the Company and, if applicable, to any Group Affiliate are special and unique. The Executive acknowledges that: (1) As a result and the Company further acknowledge that the business knowledge and relationships of the Executive acquired during his current employment with the CompanyCompany and assignments with any Group Affiliate is a critical asset of the Company and/or to the respective Group Affiliate. In addition, Executive the Executive’s work for the Company and the Group Affiliates will obtain secret and bring him into close contact with many confidential information concerning the business affairs of the Company and its subsidiaries the Group Affiliates that are not readily available to the public and affiliates (referred plans for future developments of the Company and respective Group Affiliates. Accordingly, the Executive hereby agrees that, as a material and essential condition of his employment by the Company and in consideration of this Agreement and the compensation and other benefits provided for herein, he is subject to collectively and encumbered by the restrictive covenants set forth in this Article 4 as Section 6 and that the “Company”)Company shall have the right, includingon behalf of itself or any other Group Affiliate, without limitations, financial information, designs to enforce these restrictive covenants. The Executive expressly agrees that the reference to the Company in this Section 6 shall mean the Company and/or the respective Group Affiliate and/or any of the entities or businesses thereof and that the restrictive covenants and other proprietary rights, trade secrets provisions to which he is subject pursuant to this Section 6 shall accrue to the benefit of and “know-how,” customers and sources (“Confidential Information”)apply in favor of the Company and/or such respective Group Affiliate or any one of them. (2) 6.2 The Company Executive hereby covenants, warrants and agrees that the Executive will suffer substantial damage which will be difficult to compute ifnot, during the period of his employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information. (3) The provisions of this Agreement are reasonable and , except as may be necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as communicate on a result of his employment with the Company, except (i) “need to know” basis in the ordinary course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) an employee and executive of the preceding sentenceCompany or in his duly appointed position with one or more Group Affiliates. 6.3 For purposes of this Agreement, Executive promptly“Confidential Information” shall mean any and all information, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: data and knowledge that (a) take reasonably necessary has been created, discovered, developed or otherwise become known to the Company or any Group Affiliate (including, without limitation, information, data and lawful steps required knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of his employment by the Company or assignment with any Group Affiliate) or in which property rights have been assigned or otherwise conveyed to defend against the enforcement Company or Group Affiliate, which information, data or knowledge has commercial value in the business in which the Company or Group Affiliate is engaged, except such information, data or knowledge as is or becomes known to the public without violation of such subpoenathe terms of this Agreement, court order or other government process, and (b) permit arises out of or relates to the business affairs of the Company to intervene and participate with counsel of its choice in or Group Affiliate (including without limitation, any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to information which the Company all memorandaor Group Affiliate considers to be privileged). By way of illustration, notesbut not limitation, recordsConfidential Information includes financial information, reportsreferral source information, manualsproduct information, drawingssupply and service information, bluemarketing information, data compilations, source code, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or information, processes, know-prints how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets, projections, licenses, prices, costs, and other documents (employee, customer and all copies supplier lists or parts thereof) , terms of supply or service contracts, terms of agreements between customers and the Company and any information relating to the business affairs of the Company and all property associated therewithor Group Affiliate, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render Company and/or any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationGroup Affiliate. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his her current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “know-how,” , customers and sources (“Confidential Information”). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his her employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he she will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him she as a result of his her employment with the Company, except (i) in the course of performing his her duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his her obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his her employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he she may then possess or have under his her control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his her personal use and records. 4.4. 4.4 During the period commencing with upon the start date closing of employment under this agreement the Gifted Time Transaction and terminating three years after termination of employment: (A) , Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination ({“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (viv) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his her or his her family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his her beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with upon the start date closing of employment under this agreement the Gifted Time Transaction and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he she is the Chief Executive Officer Chairman of the Board of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” cause or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. (a) The Executive acknowledges that: that (1i) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). (2) The Company will suffer substantial damage which will be difficult to compute ifif the Executive violates any of the provisions of this Section 8, during and (ii) the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. (b) The Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person person, firm or entity corporation any Confidential Information material information obtained or learned by him as a result during the course of his employment with the Company with regard to the operational, financial, business or other affairs of the Company, except or its respective officers or director, except: (i) in the course of performing his duties hereunder, ; (ii) with the Board's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of the Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to process. In the Company. If event that the Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 forty-eight (48) hours after learning of such subpoena, court order, subpoena, or other government process, shall notifynotify the Company, by personal delivery or by electronic meansfacsimile, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (ax) take all steps reasonably necessary and lawful steps required requested by the Company at the Company's expense, to defend against the enforcement of such subpoena, court order or other government process, process and (by) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. (c) Upon termination of his employment with the Company, or any time the Company may so request, the Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints, software and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided. (d) During the term of this Agreement and for a period of two (2) years thereafter, however, that the Executive shall be entitled to retain one copy of such documents for his personal use not, and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executivehe agrees not to, without the prior written permission of the Board of Directors of the Company, shall notdirectly or indirectly, anywhere in the People’s Republic of ChinaUnited States, Hong Kong SAR and Taiwanits territories or possessions, or in any country where the Company currently has operations: (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with competitive to the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage engage, for his own account, in any Competitive Business business competitive to the Company; (iii) become associated with or interested, as an individual, partner, shareholder, owner, creditor, director, officer, principal, agent, employee, trustee director, consultant, advisor or in any other relationship or capacity, in any business competitive to the Company; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at or any of its affiliates while the time of termination of Executive’s employment Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, Company or any of its customersaffiliates any of their respective customers or sources of supply; or (vi) solicit, induce or entice, or cause any other Person to solicit, induce or entice to leave the employ of the Company any Person who was retained by the Company to perform any services therefor. Notwithstanding However, nothing in this Agreement shall preclude the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business competitive business if (x) such securities are traded on a national stock securities exchange or in the over-the-counter market market, or (y) such investments are solely passive in nature such that the Executive does not, through such investment, have any right to participate in, manage or conduct the affairs of such corporation or entity, and (z) if each such investment does not result in his beneficially owningamounts to the lesser of (1) five percent (5%) or less of the beneficial ownership, at any one time, more than 5% of such securities or equity of such corporation or entity, and (2) one million dollars ($1,000,000). Notwithstanding any class language herein to the contrary, the restrictions set forth in this Section 8(d)(i), (ii), (iii) and (iv) shall: (a) in the event that the Executive's employment with the Company is terminated by the Company without "Cause" pursuant to Section 6(e) above upon a "Change in Control" of the publicly-traded equity securities of such Competitive Business; providedCompany (as defined in Section 7.1 above), however, that remain in effect for a period commencing of one year after the date the Executive is so terminated; (b) in the event that the Executive's employment with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to Company is terminated by the Company without "Cause" pursuant to Section 6(e) above and a "Change in Control" has not occurred, only remain in effect for consideration a period beginning on the date the Executive is so terminated and ending on the earlier to occur of (before i) six months after the date the Executive is so terminated; or (ii) the date the Term of this Agreement or any other partyRenewal Term expires; or (c) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates gives the Executive notice pursuant to Section 2 above that the Company does not intend to extend the Term of this Agreement, only remain in effect until the Term of this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationany Renewal Term expires. 4.5. (e) If the Executive commits a breach of any of the provisions of Sections 4.2 subsection (b), (c) or 4.4(d) above, the Company shall have the right: (1) right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) . The Company shall also have the right and remedy to require Executive to account for and pay over to the Company all monetary damages determined compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by a non-appealable decision by a court of law to have been suffered by the Company Executive as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 subsection 8(b), (c) or 4.4(d) hereof, and Executive hereby agrees to account for and pay over such damages Benefits to the Company. Each of the rights and remedies enumerated in this subsection (e) shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company (up to the maximum of all payments made under the Agreement)law or equity. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. (f) If any provision of Sections 4.2 subsection (b), (c) or 4.4 (d) is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form to the maximum extent permitted by law. If it shall be judicially determined that the Executive shall have violated any covenant contained in Section 8 hereof, the duration of such covenant so violated shall be automatically extended for a period of two (2) years from the date on which the Executive permanently ceases such violation.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “know-how,” , customers and sources (“Confidential Information”). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. 4.4 During the period commencing with upon the start date closing of employment under this agreement the Gifted Time Transaction and terminating three years after termination of employment: (A) , Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (viv) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with upon the start date closing of employment under this agreement the Gifted Time Transaction and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” cause or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. Executive acknowledges that: (1a) As a result of his his/her current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “"Company”"), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his his/her employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him him/her as a result of his his/her employment with the Company, except (i) in the course of performing his his/her duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his his/her obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s 's knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his his/her employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his his/her control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records.; 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s 's principal existing business at the time of termination (“"Competitive Business”"); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s 's employment by the Company (other than Executive’s 's personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “"cause” " or if Executive terminates this Agreement for Good Reason under Section Article 3.5 hereof, Executive’s 's obligations under this Section Article 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections Articles 4.2 or 4.4, the Company shall have the right: (1) right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with by the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”)Affiliates, including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” customers " customers, and sources certain business methodologies (“"Confidential Information”"). (2b) The Company and its Affiliates will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should divulge Confidential Information or, thereafter, Executive should enter a business competitive with that of the Company or divulge Confidential InformationCompany. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the CompanyCompany and its Affiliates. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the CompanyCompany or any of its Affiliates, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, here under; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 48 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed con firmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment As used in this Agreement, "Affiliate" means any entity that, directly or indirectly, is controlled by, controlling, or under common control with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not not, at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-blue prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use and recordsfinancial relationship with the Company. 4.4. 5.4 During the period commencing on the date hereof and ending on the one- year anniversary of the date Executive's employment hereunder is terminated (and, if Executive is terminated with the start date of employment under "Cause" or Executive terminates this agreement and terminating three years after termination of employment: (A) Agreement without "Good Reason," until Junel 30, 2001), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, not (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time Company or any of termination its subsidiaries (“a "Competitive Business”"); , (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor employ or in any other relationship or capacity; (iv) employretain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant); Company, or (viii) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual rela tionship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owningmanner he chooses, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a Executive may not, during the period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination5.4, own more than 4.9% of the equity securities of any Competitive Business. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.3 or 4.45.4, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2 or 4.45.4, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.6 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be applicable in such modified form. 5.7 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason, except in the event Executive is terminated by the Company without "Cause" in breach of this Agreement, or if Executive terminates this Agreement with "Good Reason," in either of which events, this paragraph 5.4 shall be void ab initioand of no further force or effect.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 The Executive acknowledges that: (1a) The established nature of the Business was material to the decision of the Company to acquire and conduct the Business and to employ the Executive hereunder. (b) As a result of his current employment with by the CompanyCompany and his operation of the Business, the Executive has obtained and will obtain certain proprietary, secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial and organizational information, designs and other proprietary rights, trade secrets and “know-how,” the identity of customers and sources (“Confidential Information”)of supply, their needs and requirements, the nature and extent of contracts with them, and related cost, price and sales information. (2c) The Company will suffer immediate, irreparable and substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, the Executive should enter a competitive business competitive with any material segment of the Company's business (whether as an employee, shareholder, member, officer or otherwise) or should divulge secret and confidential information relating to the business of the Company heretofore or divulge Confidential Informationhereafter acquired by him in the course of his management of the Business and his employment by the Company. (3d) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 The Executive agrees that he will not at any time, either during the term Term of this Agreement or thereafter, divulge to any person person, firm or entity corporation any Confidential Information confidential information obtained or learned by him as a result during the course of his employment with the Company, except or prior to the commencement thereof in the course of his employment by and management of the Business, with regard to the operational, financial, organizational, business or other affairs of the Business or the Company, their officers and directors, including, without limitation, trade "know how," secrets, customer lists, sources of supply, pricing policies, operational methods or technical processes, except: (i) in the course of faithfully performing his duties hereunder, (ii) with the Company's express written consent, (iii) to the extent that any such information is in the public domain other than as a result of the Executive’s 's breach of any of his obligations hereunder, or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to governmental process. In the Company. If event that the Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, the Executive promptly, promptly but in no event more than 72 forty-eight (48) hours after learning of such subpoena, court order, or other government governmental process, shall notify, by personal delivery or by electronic meansfacsimile, confirmed by mail or by certified mail, return receipt requested. the Company and, at the Company’s 's expense, the Executive shall: : (a) take all reasonably necessary and lawful steps required requested by the Company to defend against the enforcement of such subpoena, court order or other government governmental process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, or at any time the Company's Board of Directors may reasonably request, the Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided. 4.4 During the term of his employment with the Company and for a period of one (1) fiscal year thereafter, howeverexcept in the event of a termination without cause prior to the end of the Initial Expiration Date, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executivenot, without the express prior written permission of the Company, shall not, anywhere in the People’s Republic State of ChinaMaryland, Hong Kong SAR the Commonwealth of Virginia, the Commonwealth of Pennsylvania and Taiwanthe District of Columbia, directly or indirectly: (i) enter into the employ of or render any significant and material services to any person, firm or corporation engaged in any business which is directly Competitive Business (as defined in competition with the Company’s principal existing business at the time of termination (“Competitive Business”Section 6); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by Company while the Executive was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, Company any of its customersor their customers or sources of supply. Notwithstanding Nothing in this Agreement, however, shall preclude the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his actually and/or beneficially owning, at any time, more than 5% of any class five percent (5 %) of the publicly-publicly traded equity securities of such Competitive Business; providedcompetitor. Notwithstanding any other provision of this Agreement, howeverthe event of a termination occurring prior to the end of the Initial Term either without cause or a voluntary termination for good reason, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to be free from the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved restrictions set forth in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. this Section 4.4. 4.5 If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 or through 4.4, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages alone will not provide an adequate remedy to the Company; and (2b) to require the Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Company Executive as the result of any actions constituting a breach of any of any 4.6 If the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to two (2) years from the date on which the Executive permanently ceases such violation or for a period of two (2) years from the date of the entry by a court of competent jurisdiction of a final order or judgment enforcing such violationcovenant, whichever period is later. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them to the minimum extent necessary so that these provisions would be enforceable, and such provision or provisions shall then be void ab initioapplicable in such modified form.

Protection of Confidential Information; Non-Competition. 4.14.1 Executive and Companies acknowledge that the services Executive provides to the Companies are unique (for purposes of this Section 4 the term "Companies" shall include the entity owning the Companies as well as all entities owned by the Companies). Executive acknowledges that: (1) As a result and Companies further acknowledge that the business knowledge and relationships of his current the Executive acquired during Executive's employment with the CompanyCompanies is a critical asset of the Companies. In addition, the Executive's work for the Companies will bring the Executive into close contact with many confidential affairs of the Companies that are not readily available to the public and plans for future developments of the Companies. Accordingly, the Executive hereby agrees that, as a material and essential condition of Executive's employment by the Companies and in consideration of this Agreement and the compensation and other benefits provided for herein, the Executive is subject to and encumbered by the restrictive covenants set forth in this Section 4 and that the Companies shall have the right to enforce these restrictive covenants. 4.1.1 The Executive hereby covenants, warrants and agrees that the Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). (2) The Company will suffer substantial damage which will be difficult to compute ifnot, during the period of his Executive's employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information, except as may be necessary for Executive to communicate on a"need to know" basis in the ordinary course of performing Executive's duties as an employee of the Companies. (3) The provisions 4.1.2 For purposes of this Agreement are reasonable Agreement,"Confidential Information" shall mean any and necessary for the protection of the business of the Company. 4.2. Executive agrees all information, data and knowledge that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) has been created, discovered, developed or otherwise become known to the Companies (including, without limitation, information, data and knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of Executive's employment by the Companies) or in which property rights have been assigned or otherwise conveyed to the Companies, which information, data or knowledge has commercial value in the course business in which the Companies is engaged, except such information, data or knowledge as is or becomes known to the public without violation of performing his duties hereunderthe terms of this Agreement, or (ii) arises out of or relates to the extent that business affairs of the Companies (including without limitation, any such information is in which the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required Companies considers to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprivileged). If Executive shall be required to make disclosure pursuant to the provisions By way of clause (iii) of the preceding sentence, Executive promptlyillustration, but in no event more than 72 hours after learning of such subpoenanot limitation, court orderConfidential Information includes financial information, supply and service information, marketing information, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or other government processinformation, shall notifyprocesses, by personal delivery know-how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or by electronic meansparts thereof, confirmed by mailbudgets, the Company andprojections, at the Company’s expenselicenses, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoenaprices, court order or other government processcosts, and (b) permit employee, customer and supplier lists or parts thereof, terms of supply or service contracts, terms of agreements between customers and the Company to intervene Companies and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) information relating to the business affairs of the Company and all property associated therewithCompanies, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationCompanies. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1) As a result of his current employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and and/or its subsidiaries and affiliates affiliates, (referred to collectively in this Article Section 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources of supply (“"Confidential Information”"). (2) The Company will suffer substantial damage which that will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (ia) in the course of performing his duties hereunder, (iib) with the Company's express written consent; (c) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiid) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiid) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (ai) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (bii) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company (or confirm in writing that all such information has been destroyed) all confidential memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, subject to Executive's obligations under this Section 4, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 4.4 During the one-year period commencing following termination of Executive's employment with the start date of employment under this agreement and terminating three years after termination of employment: (A) Company for any reason, Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and TaiwanUnited States, (ia) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”), as defined below; (iib) engage in any Competitive Business for his own account; (c) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (ivd) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (ve) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship or is otherwise doing business or has done business during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with . In the start date of event Executive's employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to is terminated by the Company for consideration (before any other partywithout cause as provided in Section 3.5(a) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to by Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under as provided in Section 3.5 hereof3.5(b), then Executive’s 's obligations under this Section 4.4 shall terminate one month following terminationonly be in effect for so long as the Company complies with its obligation to pay Executive in accordance with Section 3.5(a) or (b), whichever is applicable. 4.5. 4.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 or 4.4, the Company shall have the rightright and remedy: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section Sections 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 4.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under Section 4.4, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 4.8 The provisions of Section 4.2 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Lender acknowledges (and shall require Executive acknowledges to so acknowledge) that: (1a) As a result of his current employment Executive’s association with the CompanyCompany pursuant to this Agreement, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article Section 4 as the “CompanyGroup”), including, without limitations, financial information, designs and other proprietary rightslimitation, trade secrets and “any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how,” customers , software, formats, marketing plans, and sources analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreement (“Confidential Information”). In addition, Executive may become aware of business opportunities that may be beneficial to the Group including, but not limited, opportunities to acquire or purchase, or, except for Permitted Competitive Investments, otherwise make equity or debt investments in, companies primarily involved in a Competitive Business (“Corporate Opportunities”), during the Term, whether in the course of his services or otherwise, and that such Corporate Opportunities shall considered to be business opportunities of the Group. (2b) The Company Group will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company Term or thereafter, Lender and/or Executive should enter a business competitive with the Company Group or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the CompanyGroup. 4.2. 4.2 Lender agrees (and shall require Executive agrees to so agree) that he it will not at any time, either during the term of this Agreement Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him it as a result of his employment Executive’s services with the CompanyGroup, except (i) as required in the course of performing his Executive’s duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s the breach by Lender of any of his its obligations hereunderunder this Section 4, (iii) where required to be disclosed by court order, subpoena or other government process process, or (iv) if such disclosure is made without ExecutiveLender’s knowing intent by Lender and/or Executive to cause material harm to the CompanyGroup. If Lender and/or Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive they shall promptly, but in no event more than 72 24 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, notify the Company andpursuant to Section 6.3 and shall, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company Group to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company Group to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Companythis Agreement, Executive will promptly deliver to the Company Group all memoranda, correspondence, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company Group and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and recordscontrol whether prepared by him or others. 4.4. 4.4 During the period commencing with the start date of employment under this agreement Term and terminating three years after termination of employment: thereafter, Lender agrees (Aand shall require Executive to so agree) that Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwannot for any reason whatsoever, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the CompanyGroup’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company Group at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)this Agreement; or (viv) solicit, interfere with, or endeavor to entice away from the CompanyGroup, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, (i) neither Lender nor Executive shall not be precluded from investing and managing the investment of, his its or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in its or his beneficially owning, at any time, more than 52% of any class of the publicly-traded equity securities of such Competitive BusinessBusiness (“Permitted Competitive Investment”); provided, however, that for a period commencing with and (ii) during the start date of employment under this agreement Term and terminating three years after termination of Executive’s employment one year thereafter (except for investments in a class of securities trading on public markets), Executive Lender and Executive: (a) shall be prohibited from taking for itself or himself personally any Corporate Opportunities, and (b) shall refer to the Company for consideration (before any other party) any and all opportunities to acquire Corporate Opportunities that arise during the Term or purchase, or otherwise make equity or debt investments in, companies primarily involved in for a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer period of the Companyone year thereafter. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceCorporate Opportunity, the Company shall determine what, if anything, should be done with such opportunity. Neither Lender nor Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Lender or Executive introduces such opportunity to other persons, it being understood that all any such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If either Lender or Executive commits a breach of any provision of the provisions of Sections 4.2 or 4.4this Section 4, the Company shall have the right: (1a) to have the provisions of this Agreement such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Lender and Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company; andGroup; (2b) to require Lender and/or Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company Group as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4such provision, and the Lender and the Executive hereby agrees agree to account for and pay over such damages to the Company Company; and (up c) to not perform any obligation owed to Lender under this Agreement, to the maximum fullest extent permitted by law. The Company shall also have the right, to the fullest extent permitted by law, to adjust any amount due and owing or to be due and owing to Lender, whether under this Agreement or any other agreement between the Company and Lender in order to satisfy any losses to the Group as a result of all payments made under the Agreement)such breach. 4.6. 4.6 If Lender or Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive she has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach her obligations under Section 6. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he she will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him her as a result of his her employment with the Company, except (i) in the course of performing his her duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his her obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his her employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he she may then possess or have under his her control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for his personal use reasonably necessary to document her financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for her or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s her personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his her beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be August 17, 2003; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceone-year anniversary of such termination and August 17, the Company shall determine what2002, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates her employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding the foregoingAugust 17, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination2004. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 The Executive acknowledges that: (1a) The established nature of the Business was material to the decision of ITP to acquire and conduct the Business and for the Company to employ the Executive hereunder. (b) As a result of his current employment with by the CompanyCompany and his operation of the Business, the Executive has obtained and will obtain certain proprietary, secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”)ITP, including, without limitationslimitation, financial and organizational information, designs and other proprietary rights, trade secrets and “know-how,” the identity of customers and sources (“Confidential Information”)of supply, their needs and requirements, the nature and extent of contracts with them, and related cost price and sales information. (2c) The Company and ITP will suffer immediate, irreparable and substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, the Executive should enter a competitive business competitive with any material segment of the Company's and ITP's business (whether as an employee, shareholder, director, officer or otherwise) or should divulge secret and confidential information relating to the business of the Company and ITP heretofore or divulge Confidential Informationhereafter acquired by him in the course of his management of the Business and his employment by the Company. (3d) The provisions of this Agreement are reasonable and necessary for the protection of the business of the CompanyCompany and ITP. 4.2. 4.2 The Executive agrees that he will not at any time, either during the term Term of this Agreement or thereafter, divulge to any person person, firm or entity corporation any Confidential Information confidential information obtained or learned by him as a result during the course of his employment with the Company, except or prior to the commencement thereof in the course of his employment by and management of the Business, with regard to the operational, financial, organizational, business or other affairs of the Business of ITP, the Company, any of their subsidiaries, or any of their officers and directors, including, without limitation, trade "know how," secrets, customer lists, sources of supply, pricing policies, operational methods or technical processes, except: (i) in the course of faithfully performing his duties hereunder, (ii) with the Company's express written consent, (iii) to the extent that any such information is in the public domain other than as a result of the Executive’s 's breach of any of his obligations hereunder, or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to governmental process. In the Company. If event that the Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, the Executive promptly, promptly but in no event more than 72 forty-eight (48) hours after learning of such subpoena, court order, or other government governmental process, shall notify, by personal delivery or by electronic meansfacsimile, confirmed by mail or by certified mail, return receipt requested, the Company and, at the Company’s 's expense, the Executive shall: : (a) take all reasonably necessary and lawful steps required requested by the Company to defend against the enforcement of such subpoena, court order or other government governmental process, and and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding or actions relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, or at any time the Company's Board of Directors may reasonably request, the Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and ITP and all property associated therewith, which he may then possess or have under his control; provided. 4.4 During the Term of his employment with the Company and for a period of one (1) year thereafter, howeverexcept in the event of a termination without proper cause prior to the end of the Initial Expiration Date, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executivenot, without the express prior written permission of the Company, shall not, anywhere in the People’s Republic State of ChinaMichigan, Hong Kong SAR and Taiwanor any adjacent state, directly or indirectly: (i) enter into the employ of or render any significant and material services to any person, firm or corporation engaged in any business which is directly Competitive Business (as defined in competition with the Company’s principal existing business at the time of termination (“Competitive Business”Section 6); (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; or (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, Company any of its customersemployees, customers or sources of supply. Notwithstanding Nothing in this Agreement, however, shall preclude the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his actually and/or beneficially owning, at any time, more than five percent (5% of any class %) of the publicly-publicly traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before competitor. Notwithstanding any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer provision of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoingthis Agreement, in the event of a termination occurring prior to the end of the Initial Term either by the Company terminates this Agreement without “cause” proper cause or if a voluntary termination by the Executive terminates this Agreement for Good Reason under Section 3.5 hereofgood reason or in the event the Notes (as defined in the Merger Agreement) are not paid in accordance with the terms thereof, Executive’s obligations under the Executive shall be free from the restrictions set forth in this Section 4.4 shall terminate one month following termination4.4. 4.5. 4.5 If the Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 or 4.4Article 4, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages alone will not provide an adequate remedy to the Company; and (2b) to require the Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Company Executive as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 or 4.4Article 4, and the Executive hereby agrees to account for and pay over such damages Benefits to the Company. Each of the rights and remedies enumerated in this Section 4.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company (up to the maximum of all payments made under the Agreement)law or equity. 4.6. 4.6 If the Executive shall violate any covenant contained in Section 4.4Article 4, the duration of such covenant so violated shall be automatically extended for a period of time equal to two (2) years from the date on which the Executive permanently ceases such violation or for a period of two (2) years from the date of the entry by a court of competent jurisdiction of a final order or judgment enforcing such violationcovenant, whichever period is later. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 Article 4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them to the minimum extent necessary so that these provisions would be enforceable, and such provision or provisions shall then be void ab initioapplicable in such modified form. 4.8 The Executive acknowledges that he will be directly and materially involved as a senior executive in many important policy and operational decisions of the Company and ITP. The Executive further acknowledges that the scope of the foregoing restrictions has been specifically bargained between the Company and the Executive, each being fully informed of all relevant facts. Accordingly, the Executive acknowledges that the foregoing restrictions of this Section 4 are fair and reasonable, are minimally necessary to protect the Company and ITP, its stockholders and the public from the unfair competition of the Executive who, as a result of his employment with the Company, will have had access to the confidential and important information of the Company and ITP, its business and future plans. The Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by him from enforcement of the covenants contained herein and that he will be able to earn a reasonable livelihood following termination of his employment notwithstanding enforcement of the covenants contained herein. 4.9 Both the Company and the Executive do hereby further acknowledge and agree that none of the time span, scope or area covered by the restrictive covenants above is or are unreasonable, and that it is the specific intent of both the Company and the Executive that each and all of the provisions set forth in this section shall be valid and enforceable as specifically set forth hereinabove to the fullest extent possible. If it shall be judicially determined that any of the provisions set forth in this section shall not be valid or enforceable as specifically set forth hereinabove, such provision shall not be declared invalid but rather shall be modified in such manner so as to result in the same being valid and enforceable to the maximum extent permitted by law. It is further agreed and understood that, because of the highly confidential and sensitive nature of the Company's and ITP's business, in the event of any violation by the Executive of any of the preceding provisions of this section, the Company may, in addition to any other remedies which it may have, obtain injunctive relief in any court of appropriate jurisdiction to enforce the terms hereof.

Protection of Confidential Information; Non-Competition. 4.15.1 The Executive and the Company acknowledge that the services the Executive provides to the Company and, if applicable, to any Group Affiliate are special and unique. The Executive acknowledges that: (1) As a result and the Company further acknowledge that the business knowledge and relationships of the Executive acquired during his current employment with the CompanyCompany and assignments with any Group Affiliate is a critical asset of the Company and/or to the respective Group Affiliate. In addition, Executive the Executive's work for the Company and the Group Affiliates will obtain secret and bring him into close contact with many confidential information concerning the business affairs of the Company and its subsidiaries the Group Affiliates that are not readily available to the public and affiliates (referred plans for future developments of the Company and respective Group Affiliates. Accordingly, the Executive hereby agrees that, as a material and essential condition of his employment by the Company and in consideration of this Agreement and the compensation and other benefits provided for herein, he is subject to collectively and encumbered by the restrictive covenants set forth in this Article 4 as Section 5 and that the “Company”)Company shall have the right, includingon behalf of itself or any other Group Affiliate, without limitations, financial information, designs to enforce these restrictive covenants. The Executive expressly agrees that the reference to the Company in this Section 5 shall mean the Company and/or the respective Group Affiliate and/or any of the entities or businesses thereof and that the restrictive covenants and other proprietary rights, trade secrets provisions to which he is subject pursuant to this Section 5 shall accrue to the benefit of and “know-how,” customers and sources (“Confidential Information”)apply in favor of the Company and/or such respective Group Affiliate or any one of them. (2) 5.2 The Company Executive hereby covenants, warrants and agrees that the Executive will suffer substantial damage which will be difficult to compute ifnot, during the period of his employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information. (3) The provisions of this Agreement are reasonable and , except as may be necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as communicate on a result of his employment with the Company, except (i) "need to know" basis in the ordinary course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) an employee and executive of the preceding sentenceCompany or in his duly appointed position with one or more Group Affiliates. 5.3 For purposes of this Agreement, Executive promptly"Confidential Information" shall mean any and all information, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: data and knowledge that (a) take reasonably necessary has been created, discovered, developed or otherwise become known to the Company or any Group Affiliate (including, without limitation, information, data and lawful steps required knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of his employment by the Company or assignment with any Group Affiliate) or in which property rights have been assigned or otherwise conveyed to defend against the enforcement Company or Group Affiliate, which information, data or knowledge has commercial value in the business in which the Company or Group Affiliate is engaged, except such information, data or knowledge as is or becomes known to the public without violation of such subpoenathe terms of this Agreement, court order or other government process, and (b) permit arises out of or relates to the business affairs of the Company to intervene and participate with counsel of its choice in or Group Affiliate (including without limitation, any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to information which the Company all memorandaor Group Affiliate considers to be privileged). By way of illustration, notesbut not limitation, recordsConfidential Information includes financial information, reportsreferral source information, manualsproduct information, drawingssupply and service information, bluemarketing information, data compilations, source code, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or information, processes, know-prints how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets, projections, licenses, prices, costs, and other documents (employee, customer and all copies supplier lists or parts thereof) , terms of supply or service contracts, terms of agreements between customers and the Company and any information relating to the business affairs of the Company and all property associated therewithor Group Affiliate, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render Company and/or any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationGroup Affiliate. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current employment with with, and prior retention (as an employee of a consultant) by, the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. (a) During the period commencing on the date hereof and ending on the date Executive's employment hereunder is terminated (and, if Executive is terminated with the start date of employment under "Cause" or Executive terminates this agreement and terminating three years after termination of employment: (A) Agreement without "Good Reason," until September 5, 2001), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at the time of termination Company (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from (a) continuing to be the Chairman of the Board and the owner of 100% of the stock of ITC Group, Inc. ("ITC"); provided, however, that Executive shall not be precluded from personally participate in any ITC activities, other than attendance at Shareholder and Board of Director meetings; (b) investing his personal assets and managing the investment of, his or his family’s assets those of ITC in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided(c) continuing to be Chairman, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer and the owner of 51% of the Company. If the Company determines not to exploit any opportunity referred to stock of Image Telecom as long as Image Telecom engages only in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensationthose business activities currently engaged in by Image Telecom, as a finder described on Schedule 5.4 hereof, or otherwise(d) engaging, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoingthrough Image Telecom, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 those business activities currently engaged in by Image Telecom, as described on Schedule 5.4 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If (b) Executive commits a breach of any and ITC agree that Section 2 of the provisions of Sections 4.2 or 4.4Non-Compete and Confidentiality Agreement dated June 1, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to 1994 between the Company and that money damages will not provide an adequate remedy ITC ("ITC Non-Compete Agreement") is hereby modified and amended to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company read as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.follows:

Protection of Confidential Information; Non-Competition. 4.15.1 The Executive and the Company acknowledge that the services the Executive provides to the Company and, if applicable, to any Group Affiliate are special and unique. The Executive acknowledges that: (1) As a result and the Company further acknowledge that the business knowledge and relationships of the Executive acquired during his current employment with the CompanyCompany and assignments with any Group Affiliate is a critical asset of the Company and/or to the respective Group Affiliate. In addition, Executive the Executive’s work for the Company and the Group Affiliates will obtain secret and bring him into close contact with many confidential information concerning the business affairs of the Company and its subsidiaries the Group Affiliates that are not readily available to the public and affiliates (referred plans for future developments of the Company and respective Group Affiliates. Accordingly, the Executive hereby agrees that, as a material and essential condition of his employment by the Company and in consideration of this Agreement and the compensation and other benefits provided for herein, he is subject to collectively and encumbered by the restrictive covenants set forth in this Article 4 as Section 6 and that the “Company”)Company shall have the right, includingon behalf of itself or any other Group Affiliate, without limitations, financial information, designs to enforce these restrictive covenants. The Executive expressly agrees that the reference to the Company in this Section 5 shall mean the Company and/or the respective Group Affiliate and/or any of the entities or businesses thereof and that the restrictive covenants and other proprietary rightsprovisions to which he is subject pursuant to this Section 5 shall accrue to the benefit of and apply in favor of the Company and/or such respective Group Affiliate or any one of them. Xxxxxxx X. Xxxxx – First Amended and Restated Employment Agreement 10 5.2 The Executive hereby covenants, trade secrets warrants and “know-how,” customers and sources (“Confidential Information”). (2) The Company agrees that the Executive will suffer substantial damage which will be difficult to compute ifnot, during the period of his employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information. (3) The provisions of this Agreement are reasonable and , except as may be necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as communicate on a result of his employment with the Company, except (i) “need to know” basis in the ordinary course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) an employee and executive of the preceding sentenceCompany or in his duly appointed position with one or more Group Affiliates. 5.3 For purposes of this Agreement, Executive promptly“Confidential Information” shall mean any and all information, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: data and knowledge that (a) take reasonably necessary has been created, discovered, developed or otherwise become known to the Company or any Group Affiliate (including, without limitation, information, data and lawful steps required knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of his employment by the Company or assignment with any Group Affiliate) or in which property rights have been assigned or otherwise conveyed to defend against the enforcement Company or Group Affiliate, which information, data or knowledge has commercial value in the business in which the Company or Group Affiliate is engaged, except such information, data or knowledge as is or becomes known to the public without violation of such subpoenathe terms of this Agreement, court order or other government process, and (b) permit arises out of or relates to the business affairs of the Company to intervene and participate with counsel of its choice in or Group Affiliate (including without limitation, any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to information which the Company all memorandaor Group Affiliate considers to be privileged). By way of illustration, notesbut not limitation, recordsConfidential Information includes financial information, reportsreferral source information, manualsproduct information, drawingssupply and service information, bluemarketing information, data compilations, source code, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or information, processes, know-prints how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets, projections, licenses, prices, costs, and other documents (employee, customer and all copies supplier lists or parts thereof) , terms of supply or service contracts, terms of agreements between customers and the Company and any information relating to the business affairs of the Company and all property associated therewithor Group Affiliate, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render Company and/or any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationGroup Affiliate. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Lender acknowledges (and shall require Executive acknowledges to so acknowledge) that: (1a) As a result of his current employment Executive’s association with the CompanyCompany pursuant to this Agreement, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article Section 4 as the “CompanyGroup”), including, without limitations, financial information, designs and other proprietary rightslimitation, trade secrets and “any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how,” customers , software, formats, marketing plans, and sources analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreement (“Confidential Information”). In addition, Executive may become aware of business opportunities that may be beneficial to the Group including, but not limited, opportunities to acquire or purchase, or, except for Permitted Competitive Investments, otherwise make equity or debt investments in, companies primarily involved in a Competitive Business (“Corporate Opportunities”), during the Term, whether in the course of his services or otherwise, and that such Corporate Opportunities shall considered to be business opportunities of the Group. (2b) The Company Group will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company Term or thereafter, Lender and/or Executive should enter a business competitive with the Company Group or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the CompanyGroup. 4.2. 4.2 Lender agrees (and shall require Executive agrees to so agree) that he it will not at any time, either during the term of this Agreement Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him it as a result of his employment Executive’s services with the CompanyGroup, except (i) as required in the course of performing his Executive’s duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s the breach by Lender of any of his its obligations hereunderunder this Section 4, (iii) where required to be disclosed by court order, subpoena or other government process process, or (iv) if such disclosure is made without ExecutiveLender’s knowing intent by Lender and/or Executive to cause material harm to the CompanyGroup. If Lender and/or Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive they shall promptly, but in no event more than 72 24 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, notify the Company andpursuant to Section 6.3 and shall, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company Group to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company Group to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Companythis Agreement, Executive will promptly deliver to the Company Group all memoranda, correspondence, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company Group and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and recordscontrol whether prepared by him or others. 4.4. 4.4 During the period commencing with the start date of employment under this agreement Term and terminating three years after termination of employment: thereafter, Lender agrees (Aand shall require Executive to so agree) that Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwannot for any reason whatsoever, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the CompanyGroup’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company Group at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)this Agreement; or (viv) solicit, interfere with, or endeavor to entice away from the CompanyGroup, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, (i) neither Lender nor Executive shall not be precluded from investing and managing the investment of, his its or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in its or his beneficially owning, at any time, more than 52% of any class of the publicly-traded equity securities of such Competitive BusinessBusiness (“Permitted Competitive Investment”); provided, however, that for a period commencing with and (ii) during the start date of employment under this agreement Term and terminating three years after termination of Executive’s employment one year thereafter (except for investments in a class of securities trading on public markets), Executive Lender and Executive: (a) shall be prohibited from taking for itself or himself personally any Corporate Opportunities, and (b) shall refer to the Company for consideration (before any other party) any and all opportunities to acquire Corporate Opportunities that arise during the Term or purchase, or otherwise make equity or debt investments in, companies primarily involved in for a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer period of the Companyone year thereafter. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceCorporate Opportunity, the Company shall determine what, if anything, should be done with such opportunity. Neither Lender nor Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Lender or Executive introduces such opportunity to other persons, it being understood that all any such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If either Lender or Executive commits a breach of any provision of the provisions of Sections 4.2 or 4.4this Section 4, the Company shall have the right: (1a) to have the provisions of this Agreement such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Lender and Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company; andGroup; (2b) to require Lender and/or Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company Group as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4such provision, and Lender and Executive hereby agrees agree to account for and pay over such damages to the Company Company; and (up c) to not perform any obligation owed to Lender under this Agreement, to the maximum fullest extent permitted by law. The Company shall also have the right, to the fullest extent permitted by law, to adjust any amount due and owing or to be due and owing to Lender, whether under this Agreement or any other agreement between the Company and Lender in order to satisfy any losses to the Group as a result of all payments made under the Agreement)such breach. 4.6. 4.6 If Lender or Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach his obligations under Section 6. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for him or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employ, any person who Company while Executive was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding customers or other persons with whom the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his him beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be August 23, 2003; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceone-year anniversary of such termination and August 23, the Company shall determine what2002, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates his employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding the foregoingAugust 23, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination2004. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. The Executive acknowledges that: (1a) As a result of his his/her current employment with the Company, the Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “"Company”"), including, without limitations, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his his/her employment with the Company or thereafter, the Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. The Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him him/her as a result of his his/her employment with the Company, except (i) in the course of performing his his/her duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of the Executive’s 's breach of any of his his/her obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without the Executive’s 's knowing intent to cause material harm to the Company. If the Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, the Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, the Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his his/her employment with the Company, the Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his his/her control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records.; 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) the Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s 's principal existing business at the time of termination (“"Competitive Business”"); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of the Executive’s 's employment by the Company (other than the Executive’s 's personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “"cause” " or if the Executive terminates this Agreement for Good Reason under Section Article 3.5 hereof, the Executive’s 's obligations under this Section Article 4.4 shall terminate one month following termination. 4.5. If the Executive commits a breach of any of the provisions of Sections Articles 4.2 or 4.4, the Company shall have the right: (1) right to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 The Lender acknowledges (and shall require the Executive acknowledges to so acknowledge) that: (1a) As a result of his current employment the Executive’s association with the CompanyCompany pursuant to this Agreement, the Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article Section 4 as the “CompanyGroup”), including, without limitations, financial information, designs and other proprietary rightslimitation, trade secrets and “any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how,” customers , software, formats, marketing plans, and sources analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreement (“Confidential Information”). In addition, the Executive may become aware of business opportunities that may be beneficial to the Group including, but not limited, opportunities to acquire or purchase, or, except for Permitted Competitive Investments, otherwise make equity or debt investments in, companies primarily involved in a Competitive Business (“Corporate Opportunities”), during the Term, whether in the course of his services or otherwise, and that such Corporate Opportunities shall considered to be business opportunities of the Group. (2b) The Company Group will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company Term or thereafter, the Lender and/or the Executive should enter a business competitive with the Company Group or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the CompanyGroup. 4.2. 4.2 The Lender agrees (and shall require the Executive agrees to so agree) that he it will not at any time, either during the term of this Agreement Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him it as a result of his employment the Executive’s services with the CompanyGroup, except (i) as required in the course of performing his the Executive’s duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s the breach by the Lender of any of his its obligations hereunderunder this Section 4, (iii) where required to be disclosed by court order, subpoena or other government process process, or (iv) if such disclosure is made without Executivethe Lender’s knowing intent by the Lender and/or the Executive to cause material harm to the CompanyGroup. If the Lender and/or the Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive they shall promptly, but in no event more than 72 24 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, notify the Company andpursuant to Section 6.3 and shall, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company Group to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company Group to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with this Agreement, the Company, Executive will promptly deliver to the Company Group all memoranda, correspondence, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company Group and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and recordscontrol whether prepared by him or others. 4.4. 4.4 During the period commencing with the start date of employment under this agreement Term and terminating three years after termination of employment: thereafter, the Lender agrees (Aand shall require the Executive to so agree) that the Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwannot for any reason whatsoever, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the CompanyGroup’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company Group at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)this Agreement; or (viv) solicit, interfere with, or endeavor to entice away from the CompanyGroup, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, (i) neither the Lender nor the Executive shall not be precluded from investing and managing the investment of, his its or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in its or his beneficially owning, at any time, more than 52% of any class of the publicly-traded equity securities of such Competitive BusinessBusiness (“Permitted Competitive Investment”); provided, however, that for a period commencing with and (ii) during the start date of employment under this agreement Term and terminating three years after termination of Executive’s employment one year thereafter (except for investments in a class of securities trading on public markets), Executive the Lender and the Executive: (a) shall be prohibited from taking for itself or himself personally any Corporate Opportunities, and (b) shall refer to the Company for consideration (before any other party) any and all opportunities to acquire Corporate Opportunities that arise during the Term or purchase, or otherwise make equity or debt investments in, companies primarily involved in for a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer period of the Companyone year thereafter. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceCorporate Opportunity, the Company shall determine what, if anything, should be done with such opportunity. Neither the Lender nor the Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or the Lender or the Executive introduces such opportunity to other persons, it being understood that all any such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If either the Lender or the Executive commits a breach of any provision of the provisions of Sections 4.2 or 4.4this Section 4, the Company shall have the right: (1a) to have the provisions of this Agreement such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Lender and the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company Group and that money damages will not provide an adequate remedy to the Company; andGroup; (2b) to require the Lender and/or the Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company Group as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4such provision, and the Lender and the Executive hereby agrees agree to account for and pay over such damages to the Company Company; and (up c) to not perform any obligation owed to the maximum Lender under this Agreement, to the fullest extent permitted by law. The Company shall also have the right, to the fullest extent permitted by law, to adjust any amount due and owing or to be due and owing to the Lender, whether under this Agreement or any other agreement between the Company and the Lender in order to satisfy any losses to the Group as a result of all payments made under the Agreement)such breach. 4.6. 4.6 If the Lender or the Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.15.1 The Executive and the Company acknowledge that the services the Executive provides to the Company and, if applicable, to any Group Affiliate are special and unique. The Executive acknowledges that: (1) As a result and the Company further acknowledge that the business knowledge and relationships of the Executive acquired during his current employment with the CompanyCompany and Xxxxxx X. Xxxxxx – First Amended and Restated Employment Agreement 11 assignments with any Group Affiliate is a critical asset of the Company and/or to the respective Group Affiliate. In addition, Executive the Executive’s work for the Company and the Group Affiliates will obtain secret and bring him into close contact with many confidential information concerning the business affairs of the Company and its subsidiaries the Group Affiliates that are not readily available to the public and affiliates (referred plans for future developments of the Company and respective Group Affiliates. Accordingly, the Executive hereby agrees that, as a material and essential condition of his employment by the Company and in consideration of this Agreement and the compensation and other benefits provided for herein, he is subject to collectively and encumbered by the restrictive covenants set forth in this Article 4 as Section 6 and that the “Company”)Company shall have the right, includingon behalf of itself or any other Group Affiliate, without limitations, financial information, designs to enforce these restrictive covenants. The Executive expressly agrees that the reference to the Company in this Section 5 shall mean the Company and/or the respective Group Affiliate and/or any of the entities or businesses thereof and that the restrictive covenants and other proprietary rights, trade secrets provisions to which he is subject pursuant to this Section 5 shall accrue to the benefit of and “know-how,” customers and sources (“Confidential Information”)apply in favor of the Company and/or such respective Group Affiliate or any one of them. (2) 5.2 The Company Executive hereby covenants, warrants and agrees that the Executive will suffer substantial damage which will be difficult to compute ifnot, during the period of his employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information. (3) The provisions of this Agreement are reasonable and , except as may be necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as communicate on a result of his employment with the Company, except (i) “need to know” basis in the ordinary course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) an employee and executive of the preceding sentenceCompany or in his duly appointed position with one or more Group Affiliates. 5.3 For purposes of this Agreement, Executive promptly“Confidential Information” shall mean any and all information, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: data and knowledge that (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoenahas been created, court order discovered, developed or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver otherwise become known to the Company all memorandaor any Group Affiliate (including, noteswithout limitation, recordsinformation, reportsdata and knowledge created, manualsdiscovered, drawingsdeveloped, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that made known by the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During during the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time arising out of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s his employment by the Company (other than Executive’s personal secretary and assistant); or (vassignment with any Group Affiliate) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer which property rights have been assigned or otherwise conveyed to the Company for consideration (before any other party) any and all opportunities to acquire or purchaseGroup Affiliate, which information, data or otherwise make equity knowledge has commercial value in the business in which the Company or debt investments inGroup Affiliate is engaged, companies primarily involved in a Competitive Business if except such opportunities information, data or knowledge as is or becomes known to Executive while he is the Chief Executive Officer public without violation of the Company. If terms of this Agreement, or (b) arises out of or relates to the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either business affairs of the Company or Executive introduces such opportunity to other personsGroup Affiliate (including without limitation, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event any information which the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereofGroup Affiliate considers to be privileged). By way of illustration, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 but not limitation, Confidential Information includes financial information, referral source information, product information, supply and service information, marketing information, data compilations, source code, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or 4.4information, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdictionprocesses, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a specialknow-how, unique and extraordinary character and that any breach improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4parts thereof, budgets, projections, licenses, prices, costs, and Executive hereby agrees to account for employee, customer and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.supplier lists or

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach his obligations under Section 6. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for him or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his him beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be September 6, 2003; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceone-year anniversary of such termination and September 6, the Company shall determine what2002, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates his employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding the foregoingSeptember 6, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination2004. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “know-how,” , customers and sources (“Confidential Information”). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. 4.4 During the period commencing with the start date of employment under this agreement ______________, 200_ and terminating three years after termination of employment: (A) , Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iviii) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (viv) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement ______________, 200_ and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer _______________ of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” cause or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 4.5 If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his Executive's current role as consultant to the Company, and thereafter, Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach his obligations under Section 6. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his role as consultant to or employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be August 1, 2003; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceone-year anniversary of such termination and August 1, the Company shall determine what2002, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates his employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding the foregoingAugust 1, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination2004. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. Executive acknowledges that: (1) : · As a result of his current employment with the Company, Company Executive will may obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”)affiliates, including, without limitations, financial information, designs and other proprietary rightslimitation, trade secrets and “know-how,” customers and sources any information concerning products, processes, formulas, designs, inventions (“"Confidential Information”"). (2) , · The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, should Executive should enter a business directly competitive with the Company or divulge Confidential Information. (3) . · The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. Company · Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process process, or (iv) if such disclosure is made without Executive’s 's knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 24 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. · Upon termination of his employment with the Company, Company Executive will promptly deliver to the Company all memoranda, correspondence, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed control whether prepared by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement)others. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and and/or its subsidiaries and affiliates (referred to collectively in this Article paragraph 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” customers " customers, sources and sources business methodologies (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or two years thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, ; (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, subject to Executive's obligations under this Section 4, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 4.4 During the one-year period commencing following termination of Executive's employment with the start date of employment under this agreement and terminating three years after termination of employment: (A) Company for any reason, Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of ChinaUnited States, Hong Kong SAR and Taiwan, directly or indirectly (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employretain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at in the time six-month period prior to the expiration of termination of the Executive’s 's employment by the Company (other than Executive’s personal secretary and assistant)hereunder; or (vii) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship or is otherwise doing business or has done business during the term of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-the- counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial informationinformation with respect to the Company's patents, designs patent applications and other proprietary rights, trade secrets and “"know-how,” customers " finances, and sources customer and client relationships (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours three business days after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof, including copies in electronic format or media) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date hereof and ending on the two-year anniversary of the date Executive's employment under this agreement and terminating three years after hereunder is terminated (except for termination of employment: (A) by Executive for Good Reason, in which case the period shall end on the 18-month anniversary), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at the time of termination Company (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at during the time of termination of Executive’s year prior to the date Executive\'92s employment by the Company (other than Executive’s personal secretary and assistant)is terminated; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this agreement shall preclude Executive shall not be precluded from (a) investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 52.0% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2 or 4.45.4, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2 or 4.45.4, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.6 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.7 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. (a) The Company will suffer substantial damage which will be difficult to compute if, during the term of this Agreement or thereafter, Executive should enter a business competitive with the Company, or divulge Confidential Information, or breach his obligations under Section 6. (b) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 5.2 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Section 5 and in Section 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). The obligations herein imposed shall not extend to Confidential Information: (i) which is or lawfully becomes available to the public without restriction and without breach of this Agreement by Executive; or (ii) which is previously known to Executive or which is independently developed by Executive without reference to any Confidential Information and in either case, is so evidenced by written material in his possession. (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit not object to the Company to intervene Company's intervention and participate participation with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing on the date hereof and ending on the second anniversary of the date Executive's employment hereunder is terminated (provided, however, that if Executive's employment is terminated with "Cause" or Executive terminates his employment without "Good Reason," such period shall terminate on the start date third-year anniversary of employment under this agreement and terminating three years after termination of employment: (A) the Start Date), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly in competition with either (a) the Company’s principal existing business at conducted by the time Company on the effective date of termination or (b) a business which the Company is involved in as of the effective date of termination (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at any time during the time of termination of Executive’s employment last six months while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or ownership is in compliance with the over-the-counter market requirements set forth in clauses (a) and (b) of the last sentence of paragraph 1.3 hereof and if such investment does not result in his beneficially owning, at any time, more than 51% of any class of the publicly-publicly traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 paragraphs 5.2 or 4.45.4, or of any of the provisions of Section 6, the Company shall have the right: (1) right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for . Each of the rights and pay over remedies enumerated in this paragraph 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company all monetary damages determined by a non-appealable decision by a court under law or equity. In connection with any legal action or proceeding arising out of law or relating to have been suffered this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the Company as other party for the result of any actions constituting a breach of any of reasonable attorneys' fees and costs incurred by the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement)prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.4paragraph 5.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 paragraphs 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this Section 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.1. 4.1 Executive acknowledges that: (1a) As a result of his current employment with the Company, Executive will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 4.2 Executive agrees that he will not at any time, either during the term of this Agreement or and for a period of one year thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) to the extent that any such information is in the public pubic domain other than as a result of Executive’s 's breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s 's knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 4.3 Upon termination of his employment with the Company, ; Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. 4.4 During the period commencing with the start date of employment under this agreement March 1, 1998 and terminating three years on the first to occur of (i) one year after termination for cause, and (ii) one year after termination without cause (or one month if such termination results from the failure of employment: the Company to renew Executive's employment upon scheduled expiration of this Agreement): (A) Executive, without the prior written permission of the CompanyCompany (which, after three months following termination for cause, shall not be unreasonably withheld), shall not, anywhere in the People’s Republic United States of China, Hong Kong SAR and TaiwanAmerica, (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition as a licensee of 38 GHz spectrum with the Company’s 's principal existing wireless telecommunication business at the time of termination (“"Competitive Business”"); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s 's employment by the Company (other than former employees or shareholders of WC, as herein defined, and Executive’s 's personal secretary and secretarial assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s 's assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement March 1, 1998 and terminating three years one year after termination of Executive’s 's employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities opportunity becomes known to Executive while he is the Chairman and Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason cause under Section 3.5 3.6 hereof, Executive’s 's obligations under this Section 4.4 shall terminate one month following terminationtermination unless the Company fails to make payment of salary pursuant to Section 3.6 hereof for more than two (2) days after payment would normally be made in which case, Executive's obligations under this Section 4.4 shall immediately terminate. 4.5. 4.5 If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right:; (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section Sections 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. 4.6 If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 4.7 If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current Executive's employment with the Company, Executive he has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 Sections 5 and 6 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period term of his employment with the Company this Agreement or thereafter, Executive should enter a business competitive with the Company Company, or divulge Confidential Information, or breach his obligations under Section 6. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: ending on the Non-Competition Termination Date (A) as hereafter defined), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at Company in the time of termination businesses described on Schedule 5.4 (“"Competitive Business”"); (ii) engage in any Competitive Business for him or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive this provision shall not be precluded preclude Executive from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such ownership is in compliance with the requirements set forth in the last sentence of Section 1.3 hereof, such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his him beneficially owning, at any time, more than 51% of any class of the publicly-traded equity securities of such Competitive Business. The "Non-Competition Termination Date" shall be August 23, 2003; provided, however, that (a) if this Agreement is terminated for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), "Good Reason" by Executive shall refer to or the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is without "Cause," the Chief Executive Officer Non-Competition Termination Date shall be the later of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentenceone-year anniversary of such termination and August 16, the Company shall determine what2002, and (b) if anything, should be done Executive's employment is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation terminates his employment without "Good Reason," the Non-Competition Termination Date shall be paid to the Company. Notwithstanding the foregoingAugust 23, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination2004. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.4 or 4.46, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2, 5.4 or 4.46, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. 5.6 If Executive shall violate violates any covenant contained in Section 4.45.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.7 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.8 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.

Protection of Confidential Information; Non-Competition. 4.15.1 The Executive and the Company acknowledge that the services the Executive provides to the Company and, if applicable, to any Group Affiliate are special and unique. The Executive acknowledges that: (1) As a result and the Company further acknowledge that the business knowledge and relationships of the Executive acquired during his current employment with the CompanyCompany and assignments with any Group Affiliate is a critical asset of the Company and/or to the respective Group Affiliate. In addition, Executive the Executive’s work for the Company and the Group Affiliates will obtain secret and bring him into close contact with many confidential information concerning the business affairs of the Company and its subsidiaries the Group Affiliates that are not readily available to the public and affiliates (referred plans for future developments of the Company and respective Group Affiliates. Accordingly, the Executive hereby agrees that, as a material and essential condition of his employment by the Company and in consideration of this Agreement and the compensation and other benefits provided for herein, he is subject to collectively and encumbered by the restrictive covenants set forth in this Article 4 as Section 6 and that the “Company”)Company shall have the right, includingon behalf of itself or any other Group Affiliate, without limitations, financial information, designs to enforce these restrictive covenants. The Executive expressly agrees that the reference to the Company in this Section 5 shall mean the Company and/or the respective Group Affiliate and/or any of the entities or businesses thereof and that the restrictive covenants and other proprietary rights, trade secrets provisions to which he is subject pursuant to this Section 5 shall accrue to the benefit of and “know-how,” customers and sources (“Confidential Information”)apply in favor of the Company and/or such respective Group Affiliate or any one of them. (2) 5.2 The Company Executive hereby covenants, warrants and agrees that the Executive will suffer substantial damage which will be difficult to compute ifnot, during the period of his employment with the Company hereunder or at any time thereafter, Executive should enter a business competitive with the Company directly or divulge indirectly divulge, use, furnish, disclose or make available to anyone any Confidential Information. (3) The provisions of this Agreement are reasonable and , except as may be necessary for the protection of the business of the Company. 4.2. Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as communicate on a result of his employment with the Company, except (i) “need to know” basis in the ordinary course of performing his duties hereunder, (ii) to the extent that any such information is in the public domain other than as a result of Executive’s breach of any of his obligations hereunder, (iii) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Company. If Executive shall be required to make disclosure pursuant to the provisions of clause (iii) an employee and executive of the preceding sentenceCompany or in his duly appointed position with one or more Group Affiliates. 5.3 For purposes of this Agreement, Executive promptly“Confidential Information” shall mean any and all information, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: data and knowledge that (a) take reasonably necessary has been created, discovered, developed or otherwise become known to the Company or any Group Affiliate (including, without limitation, information, data and lawful steps required knowledge created, discovered, developed, or made known by the Executive during the period of or arising out of his employment by the Company or assignment with any Group Affiliate) or in which property rights have been assigned or otherwise conveyed to defend against the enforcement Company or Group Affiliate, which information, data or knowledge has commercial value in the business in which the Company or Group Affiliate is engaged, except such information, data or knowledge as is or becomes known to the public without violation of such subpoenathe terms of this Agreement, court order or other government process, and (b) permit arises out of or relates to the business affairs of the Company to intervene and participate with counsel of its choice in or Group Affiliate (including without limitation, any proceeding relating to the enforcement thereof. 4.3. Upon termination of his employment with the Company, Executive will promptly deliver to information which the Company all memorandaor Group Affiliate considers to be privileged). By way of illustration, notesbut not limitation, recordsConfidential Information includes financial information, reportsreferral source information, manualsproduct information, drawingssupply and service information, bluemarketing information, data compilations, source code, personnel information, customer information, trade secrets, business and customer links and relations, customer lists, contact lists or information, processes, know-prints how, improvements, discoveries, developments, designs, inventions, training methods, sales techniques, marketing plans, strategies, forecasts, new products, unpublished financial statements or parts thereof, budgets, projections, licenses, prices, costs, and other documents (employee, customer and all copies supplier lists or parts thereof) , terms of supply or service contracts, terms of agreements between customers and the Company and any information relating to the business affairs of the Company and all property associated therewithor Group Affiliate, which in whatever form maintained. The Executive further acknowledges that such Confidential Information would inevitably be disclosed were he may then possess to become employed by, engaged by or have under his control; provided, however, that the Executive shall be entitled otherwise provide competitive services to retain one copy of such documents for his personal use and records. 4.4. During the period commencing with the start date of employment under this agreement and terminating three years after termination of employment: (A) Executive, without the prior written permission a competitor of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, (i) enter into the employ of or render Company and/or any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationGroup Affiliate. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " strategic plans and partners, customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use and recordsfinancial relationship with the Company. 4.4. 5.4 During the period commencing with on the start date of employment under this agreement hereof and terminating three years after termination of employment: (A) Executive, without ending on the prior written permission one-year anniversary of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, date Executive's employment hereunder is terminated (i) enter into the employ of or render any services to any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time of termination (“Competitive Business”); (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor or in any other relationship or capacity; (iv) employ, or have or cause any other person or entity to employ, any person who was employed by the Company at the time of termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant); or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customers. Notwithstanding the foregoing, Executive shall not be precluded from investing and managing the investment of, his or his family’s assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine whatand, if anything, should be done Executive is terminated with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company "Cause" or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive commits a breach of any of the provisions of Sections 4.2 or 4.4, the Company shall have the right: (1) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions constituting a breach of any of the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement). 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. If any provision of Sections 4.2 or 4.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them and such provision or provisions shall be void ab initio.this

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current and prior employment with the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. 5.2 Executive agrees that he will not at any time, either during the term of this Agreement or thereafter, time divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shall: (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 5.3 Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-blue prints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use and recordsfinancial relationship with the Company. 4.4. 5.4 During the period commencing on the date hereof and ending on the one-year anniversary of the date Executive's employment hereunder is terminated (and, if Executive is terminated with the start date of employment under "Cause" or Executive terminates this agreement and terminating three years after termination of employment: (A) Agreement without "Good Reason," until April 30, 2001), Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, not (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly in competition with the Company’s principal existing business at the time Company or any of termination its subsidiaries (“a "Competitive Business”"); , (ii) engage in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee consultant, advisor employ or in any other relationship or capacity; (iv) employretain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Executive was employed by the Company (other than Executive’s personal secretary and assistant)Company; or (viii) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owningmanner he chooses, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a Executive may not, during the period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination5.4, own more than 4.9% of the equity securities of any Competitive Business. 4.5. 5.5 If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 5.2, 5.3 or 4.45.4, the Company shall have the rightright and remedy: (1a) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services ser vices being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2b) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 Sections 5.2 or 4.45.4, and Executive hereby agrees to account for and pay over such damages to the Company (up Company. Each of the rights and remedies enumerated in this Section 5.5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum Company under law or equity. In connection with any legal action or proceeding arising out of all payments made under or relating to this Agreement, the Agreement)prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.6 If any provision of Sections 4.2 5.2 or 4.4 5.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be applicable in such modified form. 5.7 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason, except in the event Executive is terminated by the Company without "Cause" in breach of this Agreement, or if Executive terminates this Agreement with "Good Reason," in either of which events, this paragraph 5.4 shall be void ab initioand of no further force or effect.

Protection of Confidential Information; Non-Competition. 4.1. Executive (a) The Employee acknowledges that: (1i) The established nature of the business of The Subsidiary was material to the decision of the Company to acquire and conduct the business of The Subsidiary; (ii) As a result of his current employment with by The Subsidiary, the Company, Executive Employee has obtained and will obtain certain proprietary, secret and confidential information concerning the business of The Subsidiary and the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial and organizational information, designs and other proprietary rights, trade secrets and “know-how,” the identity of customers and sources (“Confidential Information”).of supply, their needs and requirements, the nature and extent of contracts with them, and related cost, price and sales information; (2iii) The Subsidiary and the Company will suffer immediate, irreparable and substantial damage which will be difficult to compute if, during the period of his employment with the Company The Subsidiary or thereafter, Executive the Employee should enter a competitive business competitive with any material segment of The Subsidiary's or the Company's business (whether as an employee, shareholder, member, officer or otherwise) or should divulge secret and confidential information relating to the business of the Company heretofore or divulge Confidential Information.hereafter acquired by him in the course of his employment by The Subsidiary; and (3iv) The provisions of this Agreement Section 3 are reasonable and necessary for the protection of the business of The Subsidiary and the Company. 4.2. Executive (b) The Employee agrees that he will not at any time, either during the term of this Agreement his employment with The Subsidiary or thereafter, divulge to any person person, firm or entity corporation any Confidential Information confidential information obtained or learned by him as a result during the course of his employment with The Subsidiary, or prior to the Companycommencement thereof in the course of his employment by The Subsidiary and the operation of the business, except with regard to the operational, financial, organizational, business or other affairs of The Subsidiary, the Company or any Subsidiary, or their business, their officers and directors, including, without limitation, trade "know how," secrets, customer lists, sources of supply, pricing policies, operational methods or technical processes, except: (i) in the course of faithfully performing his duties hereunder, (ii) with The Subsidiary's or the Company's express written consent, (iii) to the extent that any such information is in the public domain other than as a result of Executive’s the Employee's breach of any of his obligations hereunder, or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to governmental process. In the Company. If Executive event that the Employee shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, the Employee promptly but in no event more than 72 forty-eight (48) hours after learning leaning of such subpoena, court order, or other government governmental process, shall notify, by personal delivery or by electronic meansfacsimile, confirmed by mail or by certified mail, return receipt requested, the Company and, at the Company’s 's expense, Executive the Employee shall: : (aA) take all reasonably necessary and lawful steps required requested by The Subsidiary or the Company to defend against the enforcement of such subpoena, court order or other government governmental process, and and (bB) permit The Subsidiary or the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. (c) Upon termination of his employment with The Subsidiary, or at any time The Subsidiary's or the Company's Board of Directors may reasonably request, Executive the Employee will promptly deliver to The Subsidiary and/or the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of The Subsidiary or the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy of such documents for his personal use and records. 4.4. (d) During the term of his employment with The Subsidiary and for a period commencing with of one (1) fiscal year thereafter, the start date of employment under this agreement and terminating three years after termination of employment: (A) ExecutiveEmployee shall not, without the express prior written permission of the Company, shall notwithin 250 miles of The Subsidiary's or the Company's principal place of business, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, directly or indirectly: (i) enter into the employ of or render any significant and material services to any person, firm or corporation engaged in any business which is directly Competitive Business (as defined in competition with the Company’s principal existing business at the time Subsection (j) of termination (“Competitive Business”Section 3 hereof), except if named as a fiduciary in a Last Will and Testament; (ii) engage in any Competitive Business for his own account; (iii) become associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by The Subsidiary or the Company at or its Subsidiaries while the time of termination of Executive’s employment Employee was employed by The Subsidiary; (v) employ or retain, or have or cause any other person or entity to employ or retain, any person who remains employed or retained by The Subsidiary or the Company (other than Executive’s personal secretary and assistant); or its Subsidiaries, or (vvi) solicit, interfere with, or endeavor to entice away from the Company, for Subsidiary or the benefit of a Competitive Business, Company or its Subsidiaries any of its customersor their customers or sources of supply. Notwithstanding Nothing in this Agreement, however, shall preclude the foregoing, Executive shall not be precluded Employee from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his actually and/or beneficially owning, at any time, more than five percent (5% of any class %) of the publicly-publicly traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment competitor. (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other partye) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. If Executive Employee commits a breach or threatens to commit a breach, of any of the provisions of Sections 4.2 3(d)(i) through 3(d)(iii), The Subsidiary's and/or the Company's sole right and remedy shall be the automatic cancellation of all of the Employee's unexercised Options, whether or 4.4not such Options are exercisable hereunder. If the Employee commits a breach, or threatens to commit a breach, of any of the provisions of Sections 3(b) through 3(c) and/or Sections 3(d)(iv) through 3(d)(vi), The Subsidiary and/or the Company shall have the rightright and remedy: (1i) to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive the Employee that the services being rendered hereunder to the Company The Subsidiary are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to The Subsidiary and the Company and that money damages alone will not provide an adequate remedy to The Subsidiary and the Company; and (2ii) to require Executive the Employee to account for and pay over to The Subsidiary and/or the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Company Employee as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 or 4.4Sections 3(b) through 3(c) and/or Sections 3(d)(iv) through 3(d)(vi), and Executive the Employee hereby agrees to account for and pay over such damages Benefits to the Company. Each of the rights and remedies enumerated in this Section 3(e) shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to The Subsidiary and/or the Company (up to the maximum of all payments made under the Agreement)law or equity. 4.6. (f) If Executive the Employee shall violate any covenant contained in Section 4.43(d), the duration of such covenant so violated shall be automatically extended for a period of time equal to two (2) years from the date on which the Employee permanently ceases such violation or for a period of two (2) years from the date of the entry by a court of competent jurisdiction of a final order or judgment enforcing such violationcovenant, whichever period is later. 4.7. (g) If any provision of Sections 4.2 3(b) or 4.4 3(d) is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them to the minimum extent necessary so that these provisions would be enforceable, and such provision or provisions shall then be void ab initioapplicable in such modified form. (h) The Employee acknowledges that he may be directly and materially involved in many important policy and operational decisions of The

Protection of Confidential Information; Non-Competition. 4.1. Executive 6.1 Consultant acknowledges that: : (1a) As as a result of his prior employment and current employment with engagement by the Company, Executive will Consultant has obtained and may obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 as the “Company”), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “know-how,” customers and sources (“Confidential Information”). ; (2b) The the Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with engagement by the Company or thereafter, Executive Consultant should enter a business competitive with the Company or divulge Confidential Information. ; and (3c) The the provisions of this Agreement Paragraph 6 are reasonable and necessary for the protection of the business of the Company. 4.2. Executive 6.2 Consultant agrees that he will not at any time, either during the term of this Agreement Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with engagement by the Company, except (i) as is required in the course of performing his duties Consulting Services hereunder, (ii) with the Company’s prior written consent, (iii) to the extent that any such information is in the public domain other than as a result of ExecutiveConsultant’s breach of any of his obligations hereunder, or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive Consultant shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive Consultant promptly, but in no event more than 72 forty-eight (48) hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s expense, Executive shall: Consultant shall (a) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, and (b) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. 6.3 Upon termination of his employment with the Companyengagement under this Consulting Agreement, Executive Consultant will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive Consultant shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use and recordsfinancial relationship with the Company. 4.4. 6.4 During the Term and for a period commencing with the start date of employment under this agreement and terminating three years after termination of employment: one (A1) Executiveyear thereafter, Consultant, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwan, world: (i) enter into the employ of be employed by, or render any services to to, (a) any person, firm or corporation engaged in any business (“Competitive Business”) which is directly in competition with any “material” business conducted by the Company at the expiration of the Term (as used herein “material” means a business which generated at least ten percent (10%) of the Company’s principal existing business at consolidated revenues for the time last full fiscal year for which audited financial statements are available) or (b) any of termination (“Competitive Business”)the Company’s customers or other persons with whom the Company has a contractual relationship; (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at the time of termination of Executive’s employment while Consultant was engaged by the Company (other than Executive’s personal secretary and assistant)Company; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customerscustomers or other persons with whom the Company has a contractual relationship. Notwithstanding the foregoing, Executive nothing in this Consulting Agreement shall not be precluded preclude Consultant from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owningmanner he chooses, at any time, more than 5% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a Consultant may not, during the period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in this Paragraph 6.4, own more than four and nine-tenths percent (4.9%) of the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to equity securities of any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following terminationCompetitive Business. 4.5. 6.5 If Executive Consultant commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 Paragraphs 6.2 or 4.46.4, the Company shall have the right: (1) right and remedy to seek to have the provisions of this Consulting Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive Consultant that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2) to require Executive to account for . The rights and pay over remedies enumerated in this Paragraph 6.5 shall be in addition to, and not in lieu of, any other rights and remedies available to the Company all monetary damages determined by a non-appealable decision by a court under law or equity. In connection with any legal action or proceeding arising out of law or relating to have been suffered this Consulting Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the Company as other party for the result of any actions constituting a breach of any of reasonable attorneys’ fees and costs incurred by the provisions of Section 4.2 or 4.4, and Executive hereby agrees to account for and pay over such damages to the Company (up to the maximum of all payments made under the Agreement)prevailing party. 4.6. If Executive shall violate any covenant contained in Section 4.4, the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 6.6 If any provision of Sections 4.2 Paragraphs 6.2 or 4.4 6.4 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 6.7 The provisions of this Paragraph 6 shall survive the termination of this Consulting Agreement.

Protection of Confidential Information; Non-Competition. 4.1. 5.1 Executive acknowledges that: (1a) As a result of his current employment with with, and prior retention as an employee of, the Company, Executive has obtained and will obtain secret and confidential information concerning the business of the Company and its subsidiaries and affiliates (referred to collectively in this Article 4 paragraph 5 as the “"Company”"), including, without limitationslimitation, financial information, designs and other proprietary rights, trade secrets and “"know-how,” " customers and sources of supply (“"Confidential Information”"). (2b) The Company will suffer substantial damage which will be difficult to compute if, during the period of his employment with the Company or thereafter, Executive should enter a business competitive with the Company or divulge Confidential Information. (3c) The provisions of this Agreement are reasonable and necessary for the protection of the business of the Company. 4.2. (d) Executive agrees that he will not at any time, either during the term of this Agreement Term or thereafter, divulge to any person or entity any Confidential Information obtained or learned by him as a result of his employment with with, or prior retention by, the Company, except except: (i) in the course of performing his duties hereunder, ; (ii) with the Company's express written consent; (iii) to the extent that any such information is in the public domain other than as a result of Executive’s 's breach of any of his obligations hereunder, ; or (iiiiv) where required to be disclosed by court order, subpoena or other government process or (iv) if such disclosure is made without Executive’s knowing intent to cause material harm to the Companyprocess. If Executive shall be required to make disclosure pursuant to the provisions of clause (iiiiv) of the preceding sentence, Executive promptly, but in no event more than 72 hours after learning of such subpoena, court order, or other government process, shall notify, by personal delivery or by electronic means, confirmed by mail, the Company and, at the Company’s 's expense, Executive shallshall to the extent practicable: (ax) take all reasonably necessary and lawful steps required by the Company to defend against the enforcement of such subpoena, court order or other government process, process and (by) permit the Company to intervene and participate with counsel of its choice in any proceeding relating to the enforcement thereof. 4.3. (e) Upon termination of his employment with the Company, Executive will promptly deliver to the Company all memoranda, notes, records, reports, manuals, drawings, blue-prints blueprints and other documents (and all copies thereof) relating to the business of the Company and all property associated therewith, which he may then possess or have under his control; provided, however, that the Executive shall be entitled to retain one copy copies of such documents for reasonably necessary to document his personal use financial relationship (both past and recordsfuture) with the Company. 4.4. During (f) While Executive is employed by the Company and, in the event that Executive terminates his own employment other than for Good Reason prior to the expiration of the Term or is terminated by the Company for Cause prior to the expiration of the Term, for an additional period commencing with equal to two (2) years following the start date of employment under this agreement and terminating three years after termination of employment: (A) termination, Executive, without the prior written permission of the Company, shall not, anywhere in the People’s Republic of China, Hong Kong SAR and Taiwanworld, (i) enter into the employ of be employed by, or render any services to to, any person, firm or corporation engaged in any business which is directly or indirectly in competition with the Company’s principal existing business at the time of termination Company (“"Competitive Business”"); (ii) engage in any Competitive Business for his or its own account; (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee trustee, consultant, advisor or in any other relationship or capacity; (iv) employemploy or retain, or have or cause any other person or entity to employemploy or retain, any person who was employed or retained by the Company at as of the time date, or within the twelve months prior to the date, of Executive's termination of Executive’s employment by the Company (other than Executive’s personal secretary and assistant)employment; or (v) solicit, interfere with, or endeavor to entice away from the Company, for the benefit of a Competitive Business, any of its customersthe Company's customers or other persons with whom the Company has a contractual relationship as of the date, or within the twelve months prior to the date, of Executive's termination of employment. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive shall not be precluded from investing and managing the investment of, his or his family’s personal assets in the securities of any corporation or other business entity which is engaged in a Competitive Business if such securities are traded on a national stock exchange or in the over-the-counter market and if such investment does not result in his beneficially owning, at any time, more than 54.9% of any class of the publicly-traded equity securities of such Competitive Business; provided, however, that for a period commencing with the start date of employment under this agreement and terminating three years after termination of Executive’s employment (except for investments in a class of securities trading on public markets), Executive shall refer to the Company for consideration (before any other party) any and all opportunities to acquire or purchase, or otherwise make equity or debt investments in, companies primarily involved in a Competitive Business if such opportunities becomes known to Executive while he is the Chief Executive Officer of the Company. If the Company determines not to exploit any opportunity referred to in the foregoing sentence, the Company shall determine what, if anything, should be done with such opportunity. Executive shall not be entitled to any compensation, as a finder or otherwise, if either the Company or Executive introduces such opportunity to other persons, it being understood that all such compensation shall be paid to the Company. Notwithstanding the foregoing, in the event the Company terminates this Agreement without “cause” or if Executive terminates this Agreement for Good Reason under Section 3.5 hereof, Executive’s obligations under this Section 4.4 shall terminate one month following termination. 4.5. (g) If Executive commits a breach breach, or threatens to commit a breach, of any of the provisions of Sections 4.2 paragraphs 5.1(d) or 4.45.1(f), the Company shall have the rightright and remedy: (1i) to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and (2ii) to require Executive to account for and pay over to the Company all monetary damages determined by a non-appealable decision by a court of law to have been suffered by the Company as the result of any actions transactions constituting a breach of any of the provisions of Section 4.2 paragraphs 5.1(d) or 4.45.1(f), and Executive hereby agrees to account for and pay over such damages to the Company (up Company. 5.2 Each of the rights and remedies enumerated in this paragraph 5 shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the maximum of all payments made Company under the Agreement)law or equity. 4.6. 5.3 In connection with any legal action or proceeding arising out of or relating to this Agreement, the prevailing party in such action or proceeding shall be entitled to be reimbursed by the other party for the reasonable attorneys' fees and costs incurred by the prevailing party. 5.4 If Executive shall violate any covenant contained in Section 4.4paragraph 5.1(f), the duration of such covenant so violated shall be automatically extended for a period of time equal to the period of such violation. 4.7. 5.5 If any provision of Sections 4.2 paragraphs 5.1(d) or 4.4 5.1(f) is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall not have the power to modify such scope, duration, or area, or all of them them, and such provision or provisions shall then be void ab initioapplicable in such modified form. 5.6 The provisions of this paragraph 5 shall survive the termination of this Agreement for any reason.