Unassociated Document


    Website
Agreement

     

    This
Website Agreement (the “Agreement”) effective September 06, 2007 (the “Effective
Date”) is made by and between Shanghai Baby-fox Fashion Co., Ltd., along with its
subsidiary operations (the “Company”) and Avenndi Limited Liability Company
(“Avenndi”).

     

    A. Services:
 Shall
provide to the Company the services set forth in paragraph 1 of Exhibit A in
accordance with the terms and conditions contained in this
Agreement.

     

    B. Term. Unless terminated in
accordance with the provisions of Section E hereof, the services provided by
Avenndi to the Company shall be performed during the period set forth in
paragraph 2 of Exhibit A.

     

    C. Payment
for Service Rendered. For providing the
Advisor services as defined therein, the Company shall pay Avenndi the
consideration described in paragraph 4 of Exhibit A.

     

    D. Nature of
Relationship. Avenndi is an
independent contractor. Avenndi will not act as an agent nor shall it be deemed
an employee of the Company for the purposes of any income tax withholding, FICA
taxes, unemployment benefits, insurance coverage or otherwise. Avenndi shall not
enter into any agreement or incur any obligations on the Company’s behalf, or
commit the Company in any manner without the Company’s prior written
consent.

     

    E. Termination. Either party hereto may
terminate this Agreement at their respective convenience upon 5 days written
notice and mutual agreement of both parties.

     

    F. Miscellaneous.

     

    1. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California. The parties’ consent to personal jurisdiction of the
federal and state courts within California and service of process being affected
by registered mail sent to the address set forth at the end of this
Agreement.

     

    2. This
Agreement may not be and shall not be deemed or construed to have been modified,
amended, rescinded, canceled or waived in whole or in part, except by written
instruments signed by the parties thereto. No failure on the part of either
party to exercise, and no delay in exercising, any right or remedy there under
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right or remedy there under preclude any other or further exercise thereof
or the exercise of any other right or remedy granted thereby or by any related
document or by law.

     

    3. This
Agreement, including Exhibit A attached hereto and made a part hereof,
constitutes and expresses the entire agreement and understanding between the
parties. 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, their heirs, legal representatives,
successors and assigns.

     

    4. Avenndi
will be relying on the accuracy and reliability of the statements, data, and
information provided by the Company.

     

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

     

    
      
        	      
                Avenndi,
      LLC

                28494
      Westinghouse Place, Suite 304

                Valencia,
      CA 91355

              	 	      
                Shanghai
      Baby-fox Fashion Co., Ltd.

                158/98/1501
      Baocheng Rd.,

                Shanghai,
      China 201100

              	 
	 	 	 	 
	 	 	 	 
	By:	
                 

              	 	By:	
                 

              	 
	 	
                      
                  John
      G. Kennedy, Managing Director

                  Date:
      September 6, 2007

                

              	 	 	
                Date:

              	 
	 	
              	 	 	
              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

     

    
       1.
Description of
Services:

       

    

    Avenndi
will work with the Company to develop an English website to represent Baby Fox
to Western audiences (potential investors, media, strategic partners, etc.). The
purpose of this website is to give interested parties a positive initial
impression of the Company, as many investors will likely view the Company’s URL
before reviewing Company documents. The website will seek to be stylish and
reflective of the brand and highlight key attributes of the Company using
exciting text, stylish images of Baby Fox models, stores, clothing, accessories,
etc.  It will be fast loading and similar in quality to U.S.
peers.

    


    Key
sections of the website will include the following in English:

     

    
      
        	
                ·  

              	
                Home
      – highly graphical and stylish, possibly with flash or rotating
      images

              


      

      
        	
                ·  

              	
                About
      – section with summary information about the
  company

              


      

      
        	
                ·  

              	
                Style
      – section about the Company’s commitment to current fashion and
      design

              


      

      
        	
                ·  

              	
                Fashions
      – section with samples of fashions by
category

              


      

      
        	
                ·  

              	
                Locations
      – section showing sample images of stores, and list of locations, address,
      phone numbers, operating hours

              


      

      
        	
                ·  

              	
                Sign
      Up – section to sign up for email related news
  releases

              


      

      
        	
                ·  

              	
                News
      – section with the latest news about Baby Fox awards, Fashion Shows, Store
      Openings, etc.

              


      

      
        	
                ·  

              	
                Investor
      Relations – section with presentations, quarterly sales data, regulatory
      filings

              


      

      
        	
                ·  

              	
                Careers
      – section listing any positions
available

              


      

      
        	
                ·  

              	
                Contact
      Us – section form to contact Baby Fox corporate customer
      service

              


      

      
        	
                ·  

              	
                Privacy
      Policy – statement saying Baby Fox will not rent or sell email addresses
      to third parties

              


      

    

     

    As part
of this service Avenndi will perform the following tasks.

    

      
        	
                ·  

              	
                Deliver
      draft text copy and a proposed layout for the Company’s
      approval.

              


      

      
        	
                ·  

              	
                Deliver
      draft images or “comps” of the proposed website design for Company
      approval.

              


      

      
        	
                ·  

              	
                Complete
      a customized website in English of approximately 12-22
    pages.

              


      

      
        	
                ·  

              	
                Assistance
      in setting up 10-20 corporate email accounts for Company
      executives.

              


      

      
        	
                ·  

              	
                Provide
      12 months web hosting via a U.S. based server for fast
      loading.

              


      

      
        	
                ·  

              	
                Provide
      a copy of the site graphics / code for the Company to use and or implement
      into a Chinese site (hosted in
China).

              


      

      
        	
                ·  

              	
                Provide12
      months of updates for images or text changes to the News, Investor
      Relations, Store Locations and Fashion
sections.

              


      

    

     

    2.     Timeframe:

    The
initial time frame agreed upon for services to be performed is 4-6 weeks and may be
extended by mutual written agreement.

     

    
      	
               
      

            	
              3.

            	
              Avenndi shall report
      to:  Jieming Wang, Fengling Wang and related Company
      representatives

            


    

     

    4.     Consideration for
services:

    Avenndi
will receive initial fees of $6,000 USD spread over three payments via wire
transfer

    

      
        	
                ·  

              	
                $2,000
      due on , after mutually legally sign this
  agreement;

              


      

      
        	
                ·  

              	
                $2,000
      due, upon delivery and completion of
website;

              


      

      
        	
                ·  

              	
                $2,000
      due, in February 28th
      2008; after financing

              


      

      
        	
                ·  

              	
                10,500
      shares of the Company’s stock shares with full registration within 30 days
      of being listed on any exchange (OTC, AMEX, Shanghai,
  etc.)

              


      

      
Signature:

    

     

    
      
        	      
                Avenndi,
      LLC

              	 	 	      
                Shanghai
      Baby-fox Fashion Co., Ltd.

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                 

              	 	 	
                 

              	 
	
                      
                  John
      Kennedy, Managing Director

                

              	 	 	
              	 
	
              	 	 	
              	 


      

    

     

    
      
         

      

      
        2