Unassociated Document


     

    Consulting
AGREEMENT

    


    This
Consulting Agreement (the “Agreement”), effective on January 18, 2007 (the
“Effective Date”), is made by and between Shanghai Baby Fox Fashion
Co., Ltd. (“Party A”) and  Qian Wang (Also known
as Annie Wang) (“Party B”) and relates to services of consulting project (“the
Project”) for Shanghai
Baby Fox Fashion Co., Ltd. (“the
Company”).

     

    A. Party A’s Responsibility.
Plan to file its Private Placement common stock registration with U.S,
Securities and Exchange Commission (SEC). Plan to apply for quotation at the
Over-the-counter Bulletin Board (OTCBB) system in the United States of
America.

     

    B. Party B’s
Responsibility.  To introduce to Party A and supervise the
engagement of a consulting company who will coordinate all work related the
above defined consulting project among auditing accounting firm, U.S. security
attorney firm, investment relation, investors etc. To supervise this consulting
company to introduce a U.S. GAAP auditor, a U.S. security attorney firm, and an
investment bank/broker dealer etc other third party services providers. To
provide both verbal and written translations between English and Chinese to
Party A’s executives. To provide strategic consulting and advice to Party A’s
executives for them to understand U.S. capital market and various related issues
with respect to the Project.

     

    C. Term of the
Agreement.  from Effective Date to the date when the Project
finishes.

     

    D. Payment: total
valued at $96,263

     

    (1) Cash.
Cash payment shall be $39,000, approximately 40% total service value. The cash
payment schedule should be made as:

    


    Sign up Fee. Upon
sign this agreement Party A shall pay Party B $9,750.

    


    2nd Payment: Within
three business days after Party A files its S-1 Common Stock Registration with
SEC, Party A shall pay Party B $11,250.

    


    3rd Payment: Within
three business days after Party A’s S1 Initial Registration filling declared
Effective by SEC, Party A shall pay Party B $10,500.

     

    4th Payment: Within
three business days, upon Party’s shares are declared effective by FINRA to be
quoted on Over-the-counter Bulletin Board (OTCBB), Party shall pay Party B
$7,500.

     

    (2)
Common Stock: approximately 60% of the total services value, Party A shall issue
Party B or its designated personnel or company, a total of 286,313 common
shares. These shares are valued at $0.20 per share. 100,000 shares of these
shares should have piggyback registration right.

     

    E. Time of Sharing
Issue.  At the same time when the Company issue other third
parties such shares and before Party files its registration with
SEC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    F. Nature of Relationship. Party
B is an independent 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 People’s
Republic of China (P.R. China).  The parties consent to jurisdiction
of the federal and provincial courts within P.R. China 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: Qian Wang (also known as Annie Wang)	 	Party
      A: Shanghai Baby Fox Fashion Co. , Ltd.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:

              	 	 	
                By:
      

              	  	 
	 	Qian
      Wang (AKA Annie Wang)	 	 	 	 
	 	 	 	 	 	 
	Date:	January
      18, 2007	 	Date:	January
      18, 2007	 
	Address:
      A-2301, Shi Jia Hua Ting, Changzhou, Jiangsu, China
213000	 	Address:
      Minhang District, 89 Xinbang Road, Suite 305-B5, Shanghai, P.R.
      China	 


      

    

     

    
      
        
        

      

      
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