Unassociated Document


    REVENUE
AND SUCCESS REWARD SHARING AGREEMENT

     

    This
Revenue and Success Reward Sharing Agreement (the “Agreement”), effective on January 18,
2007 (the “Effective Date”), is made by and between Beijing Allstar Business
Consulting, Inc. (“Party A”) and  Hongtao Shi (“Party
B”) and relates to services of consulting project (“Project”) for Shanghai Baby Fox Fashion
Co., Ltd. (“the
Company”).

     

    A. Party A’s Responsibility.
Coordinate all work related the above defined consulting project among
auditing accounting firm, security firm, investment relation, investors etc.
parties in the United States of America.

     

    B. Party B’s
Responsibility.  To assist Party A to perform all in-house
documentation work performed and coordination work, including English
translation, secretary/assistant support, administration and communication with
the Company in The People’s Republic of China.

     

    C. Term of the
Agreement.  from Effective Date until Project
finishes.

     

    D. Revenue & Success Sharing:
Revenue is defined as cash received by Party A from The Company or its
affiliates which is related to services and work for the Project. Success
Rewards are defined as stock, stock option, or stock warrant which was defined
in the consulting agreement between Party A and the Company.

     

    Party B’s Share of Revenue:
41.18%

     

    Party B’s
Share of Success Reward: 40.75% .

     

    E.
Time of Sharing.

     

    Revenue:
After Party A receive each Revenue payment.

     

    Success
Reward: At the same time when the Company rewards the Party A such Success
Reward.

     

    F. Nature of Relationship. Party
B is an independent Revenue & Success Reward Sharing
Contractor.  Party B will not act as an agent nor shall it be deemed
an employee of the Party A for the purposes of any income tax withholding, FICA
taxes, unemployment benefits, insurance coverage or otherwise.  Party
B shall not enter into any agreement or incur any obligations on Party A’s
behalf, or commit Party A in any manner without the Party A’ prior written
consent.

     

    G. Tax. Party A and Party B,
each is responsible for its own income tax or any other tax related governed by
their own tax authorities and regulations.

     

    H. Miscellaneous. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Maryland.  The parties consent to jurisdiction of the federal and
state courts within Maryland and service of process being affected by registered
mail or fax sent to the address or fax no. set forth at the end of this
Agreement.

     

    All
previous discussions, promises, representations and understandings between the
parties relative to this Agreement, if any, have been merged into this
document.  The terms and provisions of this Agreement shall be binding
on and inure to the benefit of the parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth above.

     

    
      
        	
                Party
      B: Hongtao Shi

              	 	
                Party
      A: Beijing Allstar Business Consulting, Inc.

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                 
      

              	 	By:
      	
                 
      

              	 
	 	
                Hongtao
      Shi

              	 	 	
                Fred
      Chang, President

              	 
	 	
                
                  Date:
      January 18,
2008

                

              	 	 	
                Date:
      January 18, 2008

              	 
	 	Address:
      9-1-2001, No. 6 Dong Si Huan Bei Road, Chaoyang, Beijing, China
      100016	 	 	
                Registered
      Address: Suite 12B2, Hanwei Plaza, 7 Guangua Road, Beijing, China
      100004

              	 


      

    

     

    
      
        
        

      

      
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