General Manager Employment Agreement

SOUTH CHINA BREWING COMPANY LIMITED


GENERAL MANAGER EMPLOYMENT AGREEMENT


SOUTH CHINA BREWING COMPANY LIMITED (the Company), and SCOTT ASHEN (the General Manager) desire to set forth the terms upon which the General Manager will be employed by the Company during the term of this Agreement, and therefore agree as follows:


1. Working Relationship


1.1 Term. Unless terminated sooner pursuant to paragraph 4 below, and subject to the review described in paragraph 2.3 below, the term of this Agreement is one (1) year with effect from February 1, 1997 (the Commencement Date). This term may be extended once or more for such length of time as agreed in a written instrument signed by the parties.


1.2 Location. The General Manager shall perform his employment at the brewing facilities of the Company located at Aberdeen, Hong Kong (the Brewery).


1.3 Supervisor. The General Manager shall report to and his activities shall be supervised by the Chief Operating Officer of American Craft Brewing Company Limited (AmBrew), or his delegate.


1.4 Duties. The General Manager shall use his best efforts, skill and abilities to faithfully and effectively perform his duties as the manager and administrator for the Company of the Brewery. The General Manager shall perform such supervisory, management and administrative functions as may be commensurate with his position and such other duties as may from time to time reasonably be delegated to him by the Company. The General Manager shall use his best efforts, skill and ability to expand and promote the business of the Company, to properly service the Company's business and to protect the Company's good will, both as now enjoyed and hereafter acquired. It is intended that for the most part the General Manager shall perform his duties hereunder during normal business hours. However, it is agreed by the General Manager that he may be required from time to time to perform his duties hereunder at times other than normal business hours, and that the General Manager shall not be entitled to additional compensation for work performed during other than normal business hours.


1.5 Full Time. The General Manager shall devote full and exclusive business time and energies to the performance of his duties under this Agreement, except that he shall be free to devote reasonable time and attention to public and charitable affairs and to his personal affairs, consistent with his duties hereunder, but only if the handling of such charitable and personal affairs do not interfere with the normal day-to-day operations of the Company. 2


2. Compensation.


As full compensation to the General Manager for performance of his services hereunder, the Company agrees to pay General Manager, and General Manager agrees to accept, the following:


2.1 Salary. The Company will pay the General Manager a salary of Hong Kong Dollars Three hundred twelve thousand (HK$312,000) per annum by monthly installments in arrears from the Commencement Date, less any amounts required to be withheld under any applicable federal, state or local income tax laws or by any other withholding requirements, and any other amounts which by agreement may be withheld for fringe benefits.


2.2 Bonus. Provided this Agreement has not been terminated, the Company shall pay the General Manager a bonus, equal to a minimum of one (1) month's salary at the end of 12 months from the Commencement Date. Subsequent bonuses will be at the sole discretion of the Company.


2.3 Initial Review. The General Manager's employment under this Agreement shall be subject to review of the General Manager's job performance within 90 days from the Commencement Date. On or before 90 days from the Commencement Date, the Company may terminate this Agreement with or without cause in its sole discretion.


3. Benefits.


3.1 Medical Benefits; Life and Disability Insurance Plans. The Company will pay premiums for the General Manager's participation in the life, health and disability insurance plans of the Company, provided that the General Manager is accepted for coverage which is at the sole discretion of the insurer. If available, the premiums for coverage of the General Manager's dependents shall be paid by the General Manager.


3.2 Business Expenses. The Company will reimburse the General Manager for pre-approved expenses actually incurred in connection with the performance of the duties hereunder, against receipts or other appropriate written evidence of such expenditures, all in accordance with the policies of the Company as adopted from time to time.


3.3 Leave. The General Manager is entitled to three weeks leave during the first year of the term of this Agreement, which shall be taken as determined by the Company, as well as holidays in accordance with applicable policies from time to time adopted by the Company. Time at which leave is taken is dependent on seniority, family circumstances and the exigencies of the Company's business but subject thereto, leave shall be scheduled insofar as is practicable so as to meet the General Manager's convenience. Leave cannot be accumulated and any unused leave at the end of the term of this Agreement, or upon termination of this Agreement for any reason, shall not be compensated. 3


4. Termination


4.1 By The General Manager. The General Manager may terminate this Agreement by giving the Company not less than three (3) months written notice or payment of three months' salary in lieu of notice.


4.2 By the Company Without Cause. The Company may terminate this Agreement without cause at anytime by giving to the General Manager three (3) months' written notice or by paying him three (3) months' salary in lieu of notice.


4.3 By the Company With Cause. The Company may at anytime terminate this Agreement for cause on immediate written notice and without payment or compensation whatsoever.


For the purposes of this paragraph and of this Agre ...