WAIVER

     

    This
waiver (the “Waiver”) to certain provisions of the RRA (as defined below), is
dated and entered into as of the 15th of October, 2009, by and among QKL Stores,
Inc., a Delaware corporation (the “Company”) and Vision Opportunity China LP,
who is the holder of greater than 50% of the outstanding Registrable
Securities (the “Majority
Shareholder”), pursuant to Section 8(f) of the RRA.  Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the
RRA.

     

    WHEREAS,
the Company and the Majority Shareholder entered into a Registration Rights
Agreement (“RRA”), dated as of March 28, 2008, by and among the Company and the
Purchasers signatory thereto; and

     

    WHEREAS,
the Company has filed a Registration Statement on Form S-1 with the Securities
and Exchange Commission on September 28, 2009 (File No. 333-162150) in
contemplation of a public offering (the “Offering) of its common stock, $.001
par value.

     

    WHEREAS, pursuant to Section 8(d) of
the RRA the Company is required to notify the Purchasers of a filing with the
Commission of a registration statement relating to an offering for the Company’s
own account, if at such time there is not an effective Registration Statement
providing for the resale of the Remaining Registrable Securities, and to cause
the registration of all Remaining Registrable Securities on such registration
statement which the Company has been requested to register by the Purchasers
pursuant to Section 8(d); and

     

    WHEREAS,
pursuant to Section 8(f) of the RRA, the Majority Shareholder must consent to
any amendment or waiver of any provision of the RRA;

     

    NOW
THEREFORE, the undersigned hereby agree as follows:

     

    
      	
                

            	
              1.

            	
              Waiver. 
      The Majority Shareholder hereby agrees, solely in connection with the
      registration of the Company’s securities on a registration statement in
      connection with the Offering, to waive in all respects the notice and
      piggyback registration rights pursuant to Section 8(d) of the
      RRA.

            


    

     

    
      	
               
      

            	
              2.

            	
              Effect on
      RRA.  Except as set forth above, the RRA and any other
      documents related thereto, shall remain in full force and effect and are
      hereby ratified and confirmed.

            


    

     

    
      	
               
      

            	
              3.

            	
              Governing Law;
      Jurisdiction. This Waiver shall be governed by and construed in
      accordance with the laws of the State of New York applicable to contracts
      made and to be performed in the State of New
  York.

            


    

     

    
      	
               
      

            	
              4.

            	
              Counterparts.
      This Waiver may be executed in two or more counterparts, all of which
      shall be considered one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the
      other party.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              5.

            	
              Severability.
      If any provision of this Waiver shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the
      validity or enforceability of the remainder of this Waiver or the validity
      or enforceability of this Waiver in any other
  jurisdiction.

            


    

     

    [SIGNATURE
PAGES TO FOLLOW]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed
as of the date first indicated above.

     

    
      
        
          
            
              
                	 
      	
                        The
      Company:

                      	 
      
	 	 	 
	 
      	
                        QKL
      STORES, INC.

                      	 
      
	 	 	 
	 
      	
                        By: 

                      	
                        /s/ Zhuangyi Wang

                      	 
      
	 
      	 
      	
                        Name:
      Zhuangyi Wang

                      	 
      
	 
      	 
      	
                        Title:
      CEO

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        The
      Majority Shareholder:

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        VISION
      OPPORTUNITY CHINA LP

                      	 
      
	 	 	 
	 
      	
                        By:

                      	
                        /s/ Adam Benowitz

                      	 
      
	 
      	 
      	
                        Name:
      Adam Benowitz

                      	 
      
	 
      	 
      	
                        Title:
      Authorized Signatory

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        No.
      of Registrable Securities: 13,505,295