Unassociated Document


     

    ADVISOR
AGREEMENT

    


    This
Advisor Agreement (the “Agreement”) effective May 22, 2007 (the “Effective
Date”) is made by and between
Shanghai Baby-fox Fashion Co., Ltd. (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
Hong Kong. The parties consent to personal jurisdiction of the federal and state
courts within Hong Kong and service of process being effected 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amended, rescinded, canceled or waived in whole or in part, except by written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. Avenndi has not been engaged to perform
accounting services and will not perform a formal compilation, review or audit
on any financial statements, forecasts or other data provided by the
Company.

     

    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:
      May 22, 2007

              	 	 	      
                Fengling
      Wang, Chairman

                Date:

              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

     

    1.      Description of
Services;

     

    Avenndi
shall study the Company’s business activities, attributes, key value drivers,
and related industry trends to assist the Company in developing and/or
communicating its strategy and growth plan. Avenndi shall collaborate with the
Company’s management, advisors, and/or related entities during this process. In
addition, Avenndi will recommend various corporate strategies and/or actions
aimed to improve the Company’s overall business image and value. In addition,
Avenndi will seek to provide competitive intelligence and or research on
competitors and/or industry peers.

     

    Avenndi
will work with the Company and/or advisors to assist in the development of the
following documentation with respect to the Company’s current and future laser
and solar business activities:

     

    Executive Summary:
2-4 page summary articulating the Company’s growth opportunities, business
strengths, and key attributes.

     

    Business Plan
Memorandum: 18-28 pages (may be longer with appendix) discussing the
overall business opportunity, business description, and related industry
trends.

     

    PowerPoint Summary:
14-24 page slide presentation.

     

    Such
documentation will be developed based upon information, statements provided by
management or provided by Avenndi and agreed upon, reviewed, and approved by
management for inclusion.

     

    2.      Timeframe

     

    The
initial time frame agreed upon for services to be performed is 4-8 weeks and may be
extended by mutual written agreement.

     

    
      3.     
Avenndi shall report
to:  Fengling Wang, Company Chairman and related Company
representatives

    

     

    4.      Consideration for
services:

     

    Avenndi
will receive fees of $10,000 USD spread over three payments via wire
transfer

     

    
      	
               
      

            	
                    
                ·

              

            	
              $6,000
      due on or before May 28th
      2007, after mutually legally sign this
  agreement;

            


    

    
      	 	 	 
	
               
      

            	
                    
                ·

              

            	
              $4,000
      due on or before June 29h
      2007, upon delivery of PDF copies of documents;

            
	 	 	 


    

    
      	
               
      

            	
                    
                ·

              

            	
              Upon
      receipt of final payment full editable (Word and PPT copies) will be
      provided.

            


    

     

    
      
        	Signature:	 	 	 	 
	 	 	 	 	 
	      
                Avenndi,
      LLC

              	 	 	      
                Shanghai
      Baby-fox Fashion Co., Ltd.

              	 
	 	 	 	 	 
	  	 	 	  	 
	
                      
                  John
      Kennedy, Managing Director

                

              	 	 	
                      
                  Fengling
      Wang, Chairman

                

              	 
	 	 	 	 	 
	Date: April 12,
      2007	 	 	Date:
      ___________________________	 


      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    EXHIBIT
B 

     

    Wire Instructions for
Payment:

     

    
      
         

      

      
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