WAIVER

     

    This
waiver (“Waiver”) to certain provisions of the SPA (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 Preferred Shares (the “Majority
Stockholder”), pursuant to Section 7.6 of the SPA.  Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to such terms in the
SPA.

     

    WHEREAS,
the Company and the Majority Stockholder entered into a Securities Purchase
Agreement (“SPA”), 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 3.23 of
the SPA the Company is required to notify the Preferred Stockholders of the
terms and conditions of any Subsequent Financing and to offer each Preferred
Stockholder an opportunity to purchase up to its “pro rata” portion (as such
term is defined in the SPA) of all the securities being offered in such
Subsequent Financing; and

     

    WHEREAS,
pursuant to Section 7.6 of the SPA, the Majority Stockholder must consent to any
amendment or waiver of any provision of the SPA;

     

    NOW
THEREFORE, the undersigned hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Waiver.  The
      Majority Stockholder hereby agrees, solely in connection with the
      Offering, to waive in all respects the notice and participation rights
      (including the Rights Option) pursuant to Section 3.23 of the
      SPA.

            


    

     

    
      	
               
      

            	
              2.

            	
              Effect on
      SPA.  Except as set forth above, the SPA 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 Stockholder:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              VISION
      OPPORTUNITY CHINA LP

            	 
      
	 	 	 
	 
      	
              By:

            	
              /s/ Adam Benowitz

            	 
      
	 
      	 
      	
              Name:
      Adam Benowitz

            	 
      
	 
      	 
      	
              Title:
      Authorized Signatory

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              No.
      of Registrable Securities: 13,505,295