OMNIALUO,
      INC.

    NON-OFFICER
      DIRECTOR’S CONTRACT

    


    THIS
      AGREEMENT (the “Agreement”) is made as of the ___ day of January, 2008 and is by
      and between OmniaLuo, Inc., a Delaware corporation (hereinafter referred to
      as
“Company”) and [________]
      (hereinafter referred to as “Director”).

    


    BACKGROUND

    


    The
      Board
      of Directors of the Company desires to appoint Director to fill an existing
      vacancy and to have the Director perform the duties of a director and Director
      desires to be so appointed for such position and to perform the duties required
      of such position in accordance with the terms and conditions of this
      Agreement.

    


    AGREEMENT

    


    In
      consideration for the above recited promises and the mutual promises contained
      herein, the adequacy and sufficiency of which are hereby acknowledged, Company
      and Director hereby agree as follows:

    


    1. DUTIES.
      The
      Company requires that the Director be available to perform the customary duties
      of a director and such other duties customarily related to this function as
      may
      be determined and assigned by the Board of Directors of the Company and as
      may
      be required by the Company’s constituent instruments, including its certificate
      or articles of incorporation, bylaws and its corporate governance and board
      committee charters, each as amended or modified from time to time, and by
      applicable law, including the General Corporation Law of the State of Delaware
      (“DGCL”). Director agrees to devote as much time as is necessary to perform
      completely the duties as Director of the Company, including duties as a member
      of the Audit, Compensation and Nominating and Governance Committees and such
      other committees as the Director may hereafter be appointed to. The Director
      will perform such duties described herein in accordance with the general
      fiduciary duty of Directors arising under the DGCL.

    


    2. TERM.
      The
      term of this Agreement shall commence as of the date of the Director’s
      appointment by the board of directors of the Company (in the event the Director
      is appointed to fill a vacancy) or the date of the Director’s election by the
      stockholders of the Company and shall continue until the Director’s removal or
      resignation. Each 12-month period ending on the anniversary date of the
      Director’s appointment is a “Service Year.”

    


    3. COMPENSATION.
      For all
      services to be rendered by Director in any capacity hereunder, the Company
      agrees to pay Director a fee of $12,000 in cash per Service Year payable in
      equal quarterly installments (the “Compensation”) throughout the Company’s
      fiscal year. The initial year’s Compensation is considered earned when paid and
      is nonrefundable. Upon execution of this Agreement, the Company shall pay to
      the
      Director a pro rata portion of the initial Service Year’s Compensation described
      above (pro-rated for the remaining portion of the Company’s then-current fiscal
      year). Thereafter, payment shall be due on or before the first business day
      of
      the Company’s next fiscal year and in succeeding fiscal quarters as described
      above. Such Compensation may be adjusted from time to time as agreed by the
      parties. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    4. EXPENSES.
      In
      addition to the compensation provided in paragraph 3 hereof, the Company will
      reimburse Director for pre-approved reasonable business related expenses
      incurred in good faith in the performance of Director’s duties for the Company.
      Such payments shall be made by the Company upon submission by the Director
      of a
      signed statement itemizing the expenses incurred. Such statement shall be
      accompanied by sufficient documentary matter to support the
      expenditures.

    


    5. CONFIDENTIALITY.
      The
      Company and Director each acknowledge that, in order for the intents and
      purposes of this Agreement to be accomplished, Director shall necessarily be
      obtaining access to certain confidential information concerning the Company
      and
      its affairs, including, but not limited to business methods, information
      systems, financial data and strategic plans which are unique assets of the
      Company (“Confidential Information”). Director covenants not to, either directly
      or indirectly, in any manner, utilize or disclose to any person, firm,
      corporation, association or other entity any Confidential
      Information.

    


    6. NON-COMPETE.
      During
      the Term and for a period of twelve (12) months following the Director’s removal
      or resignation from the Board of Directors of the Company or any of its
      Subsidiaries or Affiliates (the “Restricted Period”), the Director shall not,
      directly or indirectly, (i) in any manner whatsoever engage in any capacity
      with
      any business competitive with the Company's current lines of business or any
      business then engaged in by the Company, any of its Subsidiaries or any of
      its
      Affiliates (the “Company’s Business”) for the Director’s own benefit or for the
      benefit of any person or entity other than the Company or any Subsidiary or
      Affiliate; or (ii) have any interest as owner, sole proprietor, stockholder,
      partner, lender, director, officer, manager, employee, consultant, agent or
      otherwise in any business competitive with the Company's Business; provided,
      however,
      that
      the Director may hold, directly or indirectly, solely as an investment, not
      more
      than one percent (1%) of the outstanding securities of any person or entity
      which are listed on any national securities exchange or regularly traded in
      the
      over-the-counter market notwithstanding the fact that such person or entity
      is
      engaged in a business competitive with the Company's Business. In addition,
      during the Restricted Period, the Director shall not develop any property for
      use in the Company's Business on behalf of any person or entity other than
      the
      Company, its Subsidiaries and Affiliates.

    


    7. TERMINATION.
      With or
      without cause, the Company and Director may each terminate this Agreement at
      any
      time upon ten (10) days written notice, and the Company shall be obligated
      to
      pay to Director the compensation and expenses due up to the date of the
      termination. If the director voluntarily resigns prior to October 1st
      of any
      year after the first year of this agreement, the Company shall be entitled
      to
      receive, upon written request by the Company, a prorated refund of the portion
      of the Compensation that relates to the period after the termination date.
      Such
      written request must be submitted within ninety (90) days of the termination
      date. Nothing contained herein or omitted herefrom shall prevent the
      stockholder(s) of the Company from removing Director with immediate effect
      at
      any time for any reason.

    


    8. INDEMNIFICATION.
      The
      Company shall indemnify, defend and hold harmless Director, to the full extent
      allowed by the law of the State of Delaware, and as provided by, or granted
      pursuant to, any charter provision, bylaw provision, agreement (including,
      without limitation, the Indemnification Agreement executed herewith), vote
      of
      stockholders or disinterested directors or otherwise, both as to action in
      Director’s official capacity and as to action in another capacity while holding
      such office. The Company and the Director are executing the Indemnification
      Agreement in the form attached hereto as Exhibit A.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9. EFFECT
      OF WAIVER.
      The
      waiver by either party of the breach of any provision of this Agreement shall
      not operate as or be construed as a waiver of any subsequent breach
      thereof.

    


    10. NOTICE.
      Any and
      all notices referred to herein shall be sufficient if furnished in writing
      at
      the addresses specified on the signature page hereto or, if to the Company,
      to
      the Company’s address as specified in filings made by the Company with the U.S.
      Securities and Exchange Commission and if by fax to 212.603.2001.

     

    11. GOVERNING
      LAW.
      This
      Agreement shall be interpreted in accordance with, and the rights of the parties
      hereto shall be determined by, the laws of the State of Delaware without
      reference to that state’s conflicts of laws principles.

    


    12. ASSIGNMENT.
      The
      rights and benefits of the Company under this Agreement shall be transferable,
      and all the covenants and agreements hereunder shall inure to the benefit of,
      and be enforceable by or against, its successors and assigns. The duties and
      obligations of the Director under this Agreement are personal and therefore
      Director may not assign any right or duty under this Agreement without the
      prior
      written consent of the Company.

    


    13. MISCELLANEOUS.
      If any
      provision of this Agreement shall be declared invalid or illegal, for any reason
      whatsoever, then, notwithstanding such invalidity or illegality, the remaining
      terms and provisions of the within this Agreement shall remain in full force
      and
      effect in the same manner as if the invalid or illegal provision had not been
      contained herein.

    


    14. ARTICLE
      HEADINGS.
      The
      article headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    15. COUNTERPARTS.
      This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one instrument. Facsimile execution and delivery
      of
      this Agreement is legal, valid and binding for all purposes.

    


    16. ENTIRE
      AGREEMENT. Except
      as
      provided elsewhere herein, this Agreement sets
      forth the entire agreement of the parties with respect to
      its
      subject
      matter and supersedes all prior agreements, promises, covenants, arrangements,
      communications, representations or warranties, whether oral or written, by
      any
      officer, employee or representative of any party to this
      Agreement with respect
      to
      such
      subject matter.

    


    


    [intentionally
      left blank - signature page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Non-Officer Director’s
      Contract to be duly executed and signed as of the day and year first above
      written.

     

    
      	 	 	 
	 	
              OMNIALUO,
                INC.

            
	 
 	 
 	 
 
	 	BY:  	 
	 	
              
Name:  
Zheng
              Luo
	 	Title:    
              CEO
              and Chairwoman



      	 	 	 
	 	
              DIRECTOR

            
	 
 	 
 	 
 
	 	BY:  	 
	 	
              
Name:   
[________]
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    INDEMNIFICATION
      AGREEMENT

    


    THIS
      INDEMNIFICATION AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of January __, 2008 between OMNIALUO,
      INC.,
      a
      Delaware corporation (the “Company”),
      and
___________________
      (the
“Indemnitee”).
      Definitions of certain capitalized terms are set forth in Section 13
      hereof.

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      highly
      competent persons have become more reluctant to serve corporations as directors
      or in other capacities unless they are provided with adequate protection through
      insurance or adequate indemnification against inordinate risks of claims and
      actions against them arising out of their service to and activities on behalf
      of
      the corporation; and

    


    WHEREAS,
      the
      Board of Directors of the Company (the “Board”)
      has
      determined that, in order to attract and retain qualified individuals, the
      Company will attempt to maintain on an ongoing basis, at its sole expense,
      liability insurance to protect persons serving the Company and its subsidiaries
      from certain liabilities. Although the furnishing of such insurance has been
      a
      customary and widespread practice among corporations publicly traded in the
      United States and other business enterprises, the Company believes that, given
      current market conditions and trends, such insurance may be available to it
      in
      the future only at higher premiums and with more exclusions. At the same time,
      directors, officers, and other persons in service to corporations or business
      enterprises are being increasingly subjected to expensive and time-consuming
      litigation relating to, among other things, matters that traditionally would
      have been brought only against the Company or business enterprise itself. The
      Bylaws of the Company require indemnification of the officers and directors
      of
      the Company. Indemnitee may also be entitled to indemnification pursuant to
      the
      General Corporation Law of the State of Delaware (“DGCL”).
      The
      Bylaws and the DGCL expressly provide that the indemnification provisions set
      forth therein are not exclusive, and thereby contemplate that contracts may
      be
      entered into between the Company and members of the board of directors, officers
      and other persons with respect to indemnification; and

    


    WHEREAS,
      the
      uncertainties relating to such insurance and to indemnification have increased
      the difficulty of attracting and retaining such persons; and

    


    WHEREAS,
      the
      Board has determined that the increased difficulty in attracting and retaining
      such persons is detrimental to the best interests of the Company’s stockholders
      and that the Company should act to assure such persons that there will be
      increased certainty of such protection in the future; and

    


    WHEREAS,
      it is
      reasonable, prudent and necessary for the Company contractually to obligate
      itself to indemnify, and to advance expenses on behalf of, such persons to
      the
      fullest extent permitted by applicable law so that they will serve or continue
      to serve the Company free from undue concern that they will not be so
      indemnified; and

    


    WHEREAS,
      this
      Agreement is a supplement to and in furtherance of the Bylaws of the Company
      and
      any resolutions adopted pursuant thereto, and shall not be deemed a substitute
      therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
      and

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    WHEREAS,
      Indemnitee may not regard the protection available under the Company’s Bylaws
      and insurance as adequate in the present circumstances, and may not be willing
      to serve as an officer or director without adequate protection, and the Company
      desires Indemnitee to serve in such capacity. Indemnitee is willing to serve,
      continue to serve and to take on additional service for or on behalf of the
      Company on the condition that he be so indemnified;

    


    NOW,
      THEREFORE,
      in
      consideration of Indemnitee’s agreement to serve as a director after the date
      hereof, the parties hereto agree as follows:

    


    1. Indemnity
      of Indemnitee.
      The
      Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest
      extent permitted by law, as such may be amended from time to time. In
      furtherance of the foregoing indemnification, and without limiting the
      generality thereof:

    


    (a) Proceedings
      Other Than Proceedings by or in the Right of the
      Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section
      l(a)
      if, by
      reason of his Corporate Status, the Indemnitee is, or is threatened to be made,
      a party to or participant in any Proceeding other than a Proceeding by or in
      the
      right of the Company. Pursuant to this Section
      1(a),
      Indemnitee shall be indemnified against all Expenses, judgments, penalties,
      fines and amounts paid in settlement actually and reasonably incurred by him,
      or
      on his behalf, in connection with such Proceeding or any claim, issue or matter
      therein, if the Indemnitee acted in good faith and in a manner the Indemnitee
      reasonably believed to be in or not opposed to the best interests of the
      Company, and with respect to any criminal Proceeding, had no reasonable cause
      to
      believe the Indemnitee’s conduct was unlawful.

    


    (b) Proceedings
      by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section
      1(b)
      if, by
      reason of his Corporate Status, the Indemnitee is, or is threatened to be made,
      a party to or participant in any Proceeding brought by or in the right of the
      Company. Pursuant to this Section
      1(b),
      Indemnitee shall be indemnified against all Expenses actually and reasonably
      incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
      such Proceeding if the Indemnitee acted in good faith and in a manner the
      Indemnitee reasonably believed to be in or not opposed to the best interests
      of
      the Company; provided, however, if applicable law so provides, no
      indemnification against such Expenses shall be made in respect of any claim,
      issue or matter in such Proceeding as to which Indemnitee shall have been
      adjudged to be liable to the Company unless and to the extent that any court
      of
      competent jurisdiction shall determine that such indemnification may be
      made.

    


    (c) Indemnification
      for Expenses of a Party Who is Wholly or Partly
      Successful.
      If and
      to the extent that Indemnitee is, by reason of his Corporate Status, a party
      to
      and is successful, on the merits or otherwise, in any Proceeding, he shall
      be
      indemnified to the maximum extent permitted by law, as such may be amended
      from
      time to time, against all Expenses actually and reasonably incurred by him
      or on
      his behalf in connection therewith. If Indemnitee is not wholly successful
      in
      such Proceeding but is successful, on the merits or otherwise, as to one or
      more
      but less than all claims, issues or matters in such Proceeding, the Company
      shall indemnify Indemnitee against all Expenses actually and reasonably incurred
      by him or on his behalf in connection with each successfully resolved claim,
      issue or matter. For purposes of this Section and without limitation, the
      termination of any claim, issue or matter in such a Proceeding by dismissal,
      with or without prejudice, shall be deemed to be a successful result as to
      such
      claim, issue or matter.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2. Additional
      Indemnity.
      In
      addition to, and without regard to any limitations on, the indemnification
      provided for in Section
      1
      of this
      Agreement, the Company shall and hereby does indemnify and hold harmless
      Indemnitee against all Expenses, judgments, penalties, fines and amounts paid
      in
      settlement actually and reasonably incurred by him or on his behalf if, by
      reason of his Corporate Status, he is, or is threatened to be made, a party
      to
      or participant in any Proceeding (including a Proceeding by or in the right
      of
      the Company), including, without limitation, all liability arising out of the
      negligence or active or passive wrongdoing of Indemnitee. Except as set forth
      in
      Section 9, the only limitation that shall exist upon the Company’s obligations
      pursuant to this Agreement shall be that the Company shall not be obligated
      to
      make any payment to Indemnitee that is finally determined (under the procedures,
      and subject to the presumptions, set forth in Section
      6
      and
Section
      7
      hereof)
      to be unlawful. 

    


    3. Contribution.

    


    (a) Whether
      or not the indemnification provided in Section
      1
      and
Section
      2
      hereof
      is available, in respect of any threatened, pending or completed action, suit
      or
      proceeding in which the Company is jointly liable with Indemnitee (or would
      be
      if joined in such action, suit or proceeding), the Company shall pay, in the
      first instance, the entire amount of any judgment or settlement of such action,
      suit or proceeding without requiring Indemnitee to contribute to such payment
      and the Company hereby waives and relinquishes any right of contribution it
      may
      have against Indemnitee. The Company shall not enter into any settlement of
      any
      action, suit or proceeding in which the Company is jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding) unless
      such settlement provides for a full and final release of all claims asserted
      against Indemnitee.

    


    (b) Without
      diminishing or impairing the obligations of the Company set forth in the
      preceding subparagraph, if, for any reason, Indemnitee shall elect or be
      required to pay all or any portion of any judgment or settlement in any
      threatened, pending or completed action, suit or proceeding in which the Company
      is jointly liable with Indemnitee (or would be if joined in such action, suit
      or
      proceeding), the Company shall contribute to the amount of expenses (including
      attorneys’ fees), judgments, fines and amounts paid in settlement actually and
      reasonably incurred and paid or payable by Indemnitee in proportion to the
      relative benefits received by the Company and all officers, directors or
      employees of the Company, other than Indemnitee, who are jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding), on the
      one hand, and Indemnitee, on the other hand, from the transaction from which
      such action, suit or proceeding arose; provided, however, that the proportion
      determined on the basis of relative benefit may, to the extent necessary to
      conform to law, be further adjusted by reference to the relative fault of the
      Company and all officers, directors or employees of the Company other than
      Indemnitee who are jointly liable with Indemnitee (or would be if joined in
      such
      action, suit or proceeding), on the one hand, and Indemnitee, on the other
      hand,
      in connection with the events that resulted in such expenses, judgments, fines
      or settlement amounts, as well as any other equitable considerations which
      the
      law may require to be considered. The relative fault of the Company and all
      officers, directors or employees of the Company, other than Indemnitee, who
      are
      jointly liable with Indemnitee (or would be if joined in such action, suit
      or
      proceeding), on the one hand, and Indemnitee, on the other hand, shall be
      determined by reference to, among other things, the degree to which their
      actions were motivated by intent to gain personal profit or advantage, the
      degree to which their liability is primary or secondary and the degree to which
      their conduct is active or passive.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) The
      Company hereby agrees to fully indemnify and hold Indemnitee harmless from
      any
      claims of contribution which may be brought by officers, directors or employees
      of the Company, other than Indemnitee, who may be jointly liable with
      Indemnitee.

    


    (d) To
      the
      fullest extent permissible under applicable law, if the indemnification provided
      for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
      the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
      incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes,
      amounts paid or to be paid in settlement and/or for Expenses, in connection
      with
      any claim relating to an indemnifiable event under this Agreement, in such
      proportion as is deemed fair and reasonable in light of all of the circumstances
      of such Proceeding in order to reflect (i) the relative benefits received by
      the
      Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
      cause to such Proceeding; and/or (ii) the relative fault of the Company (and
      its
      directors, officers, employees and agents) and Indemnitee in connection with
      such event(s) and/or transaction(s).

    


    4. Indemnification
      for Expenses of a Witness.
      If and
      to the extent that Indemnitee is, by reason of his Corporate Status, a witness
      in any Proceeding to which Indemnitee is not a party, he shall be indemnified
      against all Expenses actually and reasonably incurred by him or on his behalf
      in
      connection therewith.

    


    5. Advancement
      of Expenses.
      Notwithstanding any other provision of this Agreement, but subject at all times
      to Section 9, with respect to a Proceeding in which the Company is notified
      of
      and which the Company does not assume defense of, the Company shall pay in
      advance of the final disposition of the Proceeding all Expenses actually
      incurred by Indemnitee in connection with such Proceeding by reason of
      Indemnitee’s Corporate Status within sixty (60) days after the receipt by the
      Company of a statement or statements from Indemnitee which shall reasonably
      evidence the Expenses actually incurred by Indemnitee and shall include or
      be
      preceded or accompanied by an undertaking by or on behalf of Indemnitee to
      repay
      any Expenses advanced if it shall ultimately be determined that Indemnitee
      is
      not entitled to be indemnified against such Expenses. Any advances and
      undertakings to repay pursuant to this Section
      5
      shall be
      unsecured and interest free. 

    


    6. Procedures
      and Presumptions for Determination of Entitlement to
      Indemnification.
      It is
      the intent of this Agreement to secure for Indemnitee rights of indemnity that
      are as favorable as may be permitted under the DGCL and public policy of the
      State of Delaware. Accordingly, the parties agree that the following procedures
      and presumptions shall apply in the event of any question as to whether
      Indemnitee is entitled to indemnification under this Agreement:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (a) To
      obtain
      indemnification under this Agreement, Indemnitee shall submit to the Company
      a
      written request, including therein or therewith such documentation and
      information as is reasonably available to Indemnitee and is reasonably necessary
      to determine whether and to what extent Indemnitee is entitled to
      indemnification. The Secretary of the Company shall, as soon as reasonably
      practicable after receipt of such a request for indemnification, advise the
      Board in writing that Indemnitee has requested indemnification.

    


    (b) Upon
      written request by Indemnitee for indemnification pursuant to the first sentence
      of Section
      6(a)
      hereof,
      a determination, if required by applicable law, with respect to Indemnitee’s
      entitlement thereto shall be made in the specific case by one of the following
      five methods, which shall be at the election of the Board: (1) by a majority
      vote of a quorum of the directors consisting of the Disinterested Directors,
      (2)
      if there no such quorum is obtainable, by a majority vote of a committee of
      one
      or more Disinterested Directors, (3) by a majority vote of a quorum of the
      outstanding shares of stock of all classes entitled to vote for directors,
      voting as a single class, which quorum shall consist of stockholders which
      are
      not at that time parties to the action, suit or proceeding in question, (4)
      by
      Independent Counsel in a written opinion to the Board, a copy of which shall
      be
      delivered to the Indemnitee, or (5) by a court of competent
      jurisdiction.

    


    (c) If
      the
      determination of entitlement to indemnification is to be made by Independent
      Counsel pursuant to Section
      6(b)
      hereof,
      the Independent Counsel shall be selected as provided in this Section
      6(c).
      The
      Independent Counsel shall be selected by the Board. Indemnitee may, within
      ten
      (10) days after such written notice of selection shall have been given, deliver
      to the Company, as the case may be, a written objection to such selection;
      provided, however, that such objection may be asserted only on the ground that
      the Independent Counsel so selected does not meet the requirements of
“Independent
      Counsel”
as
      defined in Section
      13
      of this
      Agreement, and the objection shall set forth with particularity the factual
      basis of such assertion. Absent a proper and timely objection, the person so
      selected shall act as Independent Counsel. If a written objection is made and
      substantiated, the Independent Counsel selected may not serve as Independent
      Counsel unless and until such objection is withdrawn or a court of competent
      jurisdiction has determined that such objection is without merit. If, within
      twenty (20) days after submission by Indemnitee of a written request for
      indemnification pursuant to Section
      6(a) hereof,
      no Independent Counsel shall have been selected and not objected to, either
      the
      Company or Indemnitee may petition any court of competent jurisdiction for
      resolution of any objection which shall have been made by the Indemnitee to
      the
      Company’s selection of Independent Counsel and/or for the appointment as
      Independent Counsel of a person selected by such court or by such other person
      as such court shall designate, and the person with respect to whom all
      objections are so resolved or the person so appointed shall act as Independent
      Counsel under Section
      6(b)
      hereof.
      The Company shall pay any and all reasonable fees and expenses of Independent
      Counsel actually incurred by such Independent Counsel in connection with acting
      pursuant to Section
      6(b)
      hereof,
      and the Company shall pay all reasonable fees and expenses incident to the
      procedures of this Section
      6(c),
      regardless of the manner in which such Independent Counsel was selected or
      appointed.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d) Unless
      otherwise provided by law, the burden of proving that Indemnitee is not entitled
      to indemnification or advancement of expenses under this Agreement shall be
      on
      the Company, as determined pursuant to Section
      6(b)
      by clear
      and convincing evidence. Neither the failure of the Company (including by its
      directors or independent legal counsel) to have made a determination prior
      to
      the commencement of any action pursuant to this Agreement that indemnification
      is proper in the circumstances because Indemnitee has met the applicable
      standard of conduct, nor an actual determination by the Company (including
      by
      its directors or independent legal counsel) that Indemnitee has not met such
      applicable standard of conduct, shall be a defense to the action or create
      a
      presumption that Indemnitee has not met the applicable standard of conduct.
      

    


    (e) Indemnitee
      shall be deemed to have acted in good faith if Indemnitee’s action is based on
      information supplied to Indemnitee by the officers of the Enterprise in the
      course of their duties, or on the advice of legal counsel for the Enterprise
      or
      on information or records given or reports made to the Enterprise by an
      independent certified public accountant or by an appraiser or other expert
      selected with reasonable care by the Enterprise, unless Indemnitee reasonably
      should have known that such records, books, financial statement, information,
      advice and/or reports were false. In addition, the knowledge and/or actions,
      or
      failure to act, of any director, officer, agent or employee of the Enterprise
      shall not be imputed to Indemnitee for purposes of determining the right to
      indemnification under this Agreement. 

    


    (f) The
      person, persons or entity empowered or selected under Section
      6
      to
      determine whether Indemnitee is entitled to indemnification shall make such
      determination within sixty (60) days after receipt by the Company of the request
      therefor. The right to indemnification or advances as granted by this Agreement
      shall be enforceable by the Indemnitee in any court of competent jurisdiction
      if
      the Company denies such request, in whole or in part, or if no disposition
      thereof is made within such aforementioned 60-day period referred to above.
      Unless otherwise provided by law, the burden of proving that the Indemnitee
      is
      not entitled to indemnification or advancement of expenses under this Agreement
      shall be on the Company. Neither the failure of the Company to have made a
      determination prior to the commencement of such action that indemnification
      is
      proper in the circumstances because Indemnitee has met the applicable standard
      of conduct, nor an actual determination by the Company pursuant to this
      Agreement that the Indemnitee has not met such applicable standard of conduct,
      shall be a defense to the action or create a presumption that Indemnitee has
      not
      met the applicable standard of conduct. The Indemnitee’s reasonable expenses
      (including attorneys’ fees) incurred in connection with successfully
      establishing his right to indemnification, in whole or in part, in any such
      proceeding shall also be indemnified by the Company.

    


    (g) Indemnitee
      shall cooperate with the person, persons or entity making such determination
      with respect to Indemnitee’s entitlement to indemnification, including providing
      to such person, persons or entity upon reasonable advance request any
      documentation or information which is not privileged or otherwise protected
      from
      disclosure and which is reasonably available to Indemnitee and reasonably
      necessary to such determination. Any Independent Counsel, member of the Board
      or
      stockholder of the Company shall act reasonably and in good faith in making
      a
      determination regarding the Indemnitee’s entitlement to indemnification under
      this Agreement. Any costs or expenses (including attorneys’ fees and
      disbursements) incurred by Indemnitee in so cooperating with the person, persons
      or entity making such determination shall be borne by the Company (irrespective
      of the determination as to Indemnitee’s entitlement to indemnification) and the
      Company hereby indemnifies and agrees to hold Indemnitee harmless
      therefrom.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (h) The
      Company acknowledges that a settlement or other disposition short of final
      judgment may be successful if it permits a party to avoid expense, delay,
      distraction, disruption and uncertainty. If any action, suit or proceeding
      is
      disposed of, on the merits or otherwise (including a disposition without
      prejudice), without (i) the disposition being adverse to the Indemnitee, (ii)
      an
      adjudication that the Indemnitee was liable to the Company, (iii) a plea of
      guilty or nolo
      contendere
      by the
      Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith
      and in a manner he reasonably believed to be in, or not opposed to, the best
      interests of the Company, and (v) with respect to any criminal proceeding,
      an
      adjudication that the Indemnitee had reasonable cause to believe his conduct
      was
      unlawful, the Indemnitee shall be considered for the purpose hereof to have
      been
      wholly successful with respect thereto.

    


    (i) The
      termination of any Proceeding or of any claim, issue or matter therein, by
      judgment, order, settlement or conviction, or upon a plea of nolo contendere
      or
      its equivalent, shall not (except as otherwise expressly provided in this
      Agreement) of itself create a presumption that Indemnitee did not act in good
      faith and in a manner which he reasonably believed to be in or not opposed
      to
      the best interests of the Company or, with respect to any criminal Proceeding,
      that Indemnitee had reasonable cause to believe that his conduct was
      unlawful.

    


    7. Remedies
      of Indemnitee.

    


    (a) In
      the
      event that (i) a determination is made pursuant to Section
      6
      of this
      Agreement that Indemnitee is not entitled to indemnification under this
      Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section
      5
      of this
      Agreement, (iii) payment of indemnification is not made pursuant to this
      Agreement within ten (10) days after receipt by the Company of a written request
      therefor or (iv) payment of indemnification is not made within ten (10) days
      after a determination has been made that Indemnitee is entitled to
      indemnification or such determination is deemed to have been made pursuant
      to
Section
      6
      of this
      Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
      court of competent jurisdiction, of Indemnitee’s entitlement to such
      indemnification. Indemnitee shall commence such proceeding seeking adjudication
      within one hundred eighty (180) days following the date on which Indemnitee
      first has the right to commence such proceeding pursuant to this Section
      7(a).
      

    


    (b) In
      the
      event that a determination shall have been made pursuant to Section
      6(b)
      of this
      Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding commenced pursuant to this Section
      7
      shall be
      conducted in all respects as a de novo trial on the merits, and Indemnitee
      shall
      not be prejudiced by reason of the adverse determination under Section
      6(b).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Notwithstanding
      anything in this Agreement to the contrary, no determination as to entitlement
      to indemnification under this Agreement shall be required to be made prior
      to
      the final disposition of the Proceeding.

    


    (d) With
      respect to any Proceeding of which the Company is so notified, the Company
      will
      be entitled to participate therein at its own expense and/or to assume the
      defense thereof at its own expense, with legal counsel reasonably acceptable
      to
      the Indemnitee. If the Company assumes the defense in any Proceeding, the
      Indemnitee shall have the right to employ its own counsel in connection with
      such Proceeding and the reasonable fees and expenses one such counsel for the
      Indemnitee shall be at the expense of the Company (except as expressly provided
      in this Agreement) if (x) the employment of counsel by the Indemnitee has been
      authorized by the Board, (y) counsel to the Indemnitee shall have issued a
      written opinion reasonably concluding that there is an actual conflict of
      interest on any significant issue between the Company and the Indemnitee in
      the
      conduct of the defense in such Proceeding or (z) the Company shall not in fact
      have employed counsel to assume the defense in such Proceeding. The Company
      shall not be entitled, without the consent of the Indemnitee, to assume the
      defense of any claim brought by or in the right of the Company or as to which
      counsel for the Indemnitee shall have reasonably made the conclusion provided
      for in clause (y) above.

    


    8. Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation.

    


    (a) The
      rights of indemnification as provided by this Agreement shall not be deemed
      exclusive of any other rights to which Indemnitee may at any time be entitled
      under applicable law, the certificate of incorporation of the Company, the
      Bylaws, any agreement, a vote of stockholders, a resolution of directors or
      otherwise. No amendment, alteration or repeal of this Agreement or of any
      provision hereof shall limit or restrict any right of Indemnitee under this
      Agreement in respect of any action taken or omitted by such Indemnitee in his
      Corporate Status prior to such amendment, alteration or repeal. To the extent
      that a change in the DGCL, whether by statute or judicial decision, permits
      greater indemnification than would be afforded currently under the certificate
      of incorporation of the Company, the Bylaws and this Agreement, it is the intent
      of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
      benefits so afforded by such change. No right or remedy herein conferred is
      intended to be exclusive of any other right or remedy, and every other right
      and
      remedy shall be cumulative and in addition to every other right and remedy
      given
      hereunder or now or hereafter existing at law or in equity or otherwise. The
      assertion or employment of any right or remedy hereunder, or otherwise, shall
      not prevent the concurrent assertion or employment of any other right or
      remedy.

    


    (b) To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, officers, employees, or agents or fiduciaries
      of the Company or of any other corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise that such person serves at the request
      of the Company, Indemnitee shall be covered by such policy or policies in
      accordance with its or their terms to the maximum extent of the coverage
      available for any director, officer, employee, agent or fiduciary under such
      policy or policies. If, at the time of the receipt of a notice of a claim
      pursuant to the terms hereof, the Company has director and officer liability
      insurance in effect, the Company shall give prompt notice of the commencement
      of
      such proceeding to the insurers in accordance with the procedures set forth
      in
      the respective policies. The Company shall thereafter take all necessary or
      desirable action to cause such insurers to pay, on behalf of the Indemnitee,
      all
      amounts payable as a result of such proceeding in accordance with the terms
      of
      such policies. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) In
      the
      event of any payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of Indemnitee,
      who
      shall execute all papers required and take all action necessary to secure such
      rights, including execution of such documents as are necessary to enable the
      Company to bring suit to enforce such rights.

    


    (d) The
      Company shall not be liable under this Agreement to make any payment of amounts
      otherwise indemnifiable hereunder if and to the extent that Indemnitee is
      otherwise entitled to or has actually received such payment under any insurance
      policy, contract, agreement or otherwise.

    


    (e) The
      Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
      who is or was serving at the request of the Company as a director, officer,
      employee or agent of any other corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise shall be reduced by any amount
      Indemnitee is entitled to or has actually received as indemnification or
      advancement of expenses from such other corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise.

    


    9. Exception
      to Right of Indemnification.
      Notwithstanding any provision in this Agreement to the contrary, the Company
      shall not be obligated under this Agreement to indemnify the Indemnitee or
      make
      any payment to the Indemnitee, arising out of or in connection with any
      Expenses, judgments, penalties, fines and/or amounts paid in settlement of
      or by
      Indemnitee (including, but not limited to the advancement of Expenses under
      Section 5):

    


    (a) for
      which
      payment has actually been made to or on behalf of Indemnitee under any insurance
      policy or other indemnity provision, except with respect to any excess beyond
      the amount paid under any insurance policy or other indemnity provision;
      or

    


    (b) for
      an
      accounting of profits made from the purchase and sale (or sale and purchase)
      by
      Indemnitee of securities of the Company within the meaning of Section 16(b)
      of
      the Securities Exchange Act of 1934, as amended, or similar provisions of state
      statutory law or common law; 

    


    (c) in
      connection with any Proceeding (or any part of any Proceeding) initiated by
      Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
      by Indemnitee against the Company or any Enterprise or its or their respective
      directors, officers, employees or other indemnitees, unless (i) the Board
      authorized the Proceeding (or the relevant part of any Proceeding) prior to
      its
      initiation or (ii) the Company provides the indemnification, in its sole
      discretion, pursuant to the powers vested in the Company under applicable law;
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (d)
       in
      which
      a court of competent jurisdiction establishes that Indemnitee’s acts were
      committed in bad faith or were the result of active and deliberate dishonesty
      and were material to the claim so adjudicated, or that Indemnitee personally
      gained in fact a financial profit or other advantage to which he was not legally
      entitled.

    


    10. Duration
      of Agreement.
      All
      agreements and obligations of the Company contained herein shall continue during
      the period Indemnitee is an officer or director of the Company (or is or was
      serving at the request of the Company as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other enterprise)
      and shall continue thereafter so long as Indemnitee shall be subject to any
      Proceeding (or any proceeding commenced under Section
      7
      hereof)
      by reason of his Corporate Status, whether or not he is acting or serving in
      any
      such capacity at the time any liability or expense is incurred for which
      indemnification can be provided under this Agreement. This Agreement shall
      be
      binding upon and inure to the benefit of and be enforceable by the parties
      hereto and their respective successors (including any direct or indirect
      successor by purchase, merger, consolidation or otherwise to all or
      substantially all of the business or assets of the Company), assigns, spouses,
      heirs, executors and personal and legal representatives.

    


    11. Security.
      To the
      extent requested by Indemnitee and approved by the Board, the Company may at
      any
      time and from time to time provide security to Indemnitee for the Company’s
      obligations hereunder through an irrevocable bank line of credit, funded trust
      or other collateral. Any such security, once provided to Indemnitee, may not
      be
      revoked or released without the prior written consent of the
      Indemnitee.

    


    12. Enforcement.

    


    (a) The
      Company expressly confirms and agrees that it has entered into this Agreement
      and assumes the obligations imposed on it hereby in order to induce Indemnitee
      to serve as an officer or director of the Company, and the Company acknowledges
      that Indemnitee is relying upon this Agreement in serving as an officer or
      director of the Company.

    


    (b) This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements and
      understandings, oral, written and implied, between the parties hereto with
      respect to the subject matter hereof.

    


    13. Definitions.
      For
      purposes of this Agreement:

    


    (a) “Corporate
      Status”
      describes the status of a person who is or was a director, officer, employee,
      agent or fiduciary of the Company or of any other corporation, partnership,
      joint venture, trust, employee benefit plan or other enterprise that such person
      is or was serving at the express written request of the Company.

    


    (b) “Disinterested
      Director”
means
      a
      director of the Company who is not and was not a party to the Proceeding in
      respect of which indemnification is sought by Indemnitee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) “Enterprise”
shall
      mean the Company and any other corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise that Indemnitee is or was serving
      at
      the express written request of the Company as a director, officer, employee,
      agent or fiduciary.

    


    (d) “Expenses”
shall
      include all reasonable attorneys’ fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, participating, or being or preparing to be a witness in a
      Proceeding. Expenses also shall include Expenses incurred in connection with
      any
      appeal resulting from any Proceeding, including without limitation the premium,
      security for, and other costs relating to any cost bond, supersede as bond,
      or
      other appeal bond or its equivalent. Expenses, however, shall not include
      amounts paid in settlement by Indemnitee or the amount of judgments or fines
      against Indemnitee.

    


    (e) “Independent
      Counsel”
means
      a
      law firm, or a member of a law firm, that is experienced in matters of
      corporation law and neither presently is, nor in the past five (5) years has
      been, retained to represent: (i) the Company or Indemnitee in any matter
      material to either such party (other than with respect to matters concerning
      Indemnitee under this Agreement, or of other indemnitees under similar
      indemnification agreements), or (ii) any other party to the Proceeding giving
      rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
      the term “Independent Counsel” shall not include any person who, under the
      applicable standards of professional conduct then prevailing, would have a
      conflict of interest in representing either the Company or Indemnitee in an
      action to determine Indemnitee’s rights under this Agreement. The Company agrees
      to pay the reasonable fees of the Independent Counsel referred to above and
      to
      fully indemnify such counsel against any and all Expenses, claims, liabilities
      and damages arising out of or relating to this Agreement or its engagement
      pursuant hereto.

    


    (f) “Proceeding”
      includes any threatened, pending or completed action, suit, arbitration,
      alternate dispute resolution mechanism, investigation, inquiry, administrative
      hearing or any other actual, threatened or completed proceeding, whether brought
      by or in the right of the Company or otherwise and whether civil, criminal,
      administrative or investigative, in which Indemnitee was, is or will be involved
      as a party or otherwise, by reason of the fact that Indemnitee is or was an
      officer or director of the Company, by reason of any action taken by him or
      of
      any inaction on his part while acting as an officer or director of the Company,
      or by reason of the fact that he is or was serving at the request of the Company
      as a director, officer, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust or other Enterprise; in each case whether
      or
      not he is acting or serving in any such capacity at the time any liability
      or
      expense is incurred for which indemnification can be provided under this
      Agreement; including one pending on or before the date of this Agreement, but
      excluding any initiated by Indemnitee, including, but not limited to, initiated
      by Indemnitee pursuant to Section
      7
      of this
      Agreement to enforce his rights under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    14. Severability.
      The
      invalidity of unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision. Without limiting the
      generality of the foregoing, this Agreement is intended to confer upon
      Indemnitee indemnification rights to the fullest extent permitted by applicable
      laws. In the event any provision hereof conflicts with any applicable law,
      such
      provision shall be deemed modified, consistent with the aforementioned intent,
      to the extent necessary to resolve such conflict. 

    


    15. Modification
      and Waiver.
      No
      supplement, modification, termination or amendment of this Agreement shall
      be
      binding unless executed in writing by both of the parties hereto. No waiver
      of
      any of the provisions of this Agreement shall be deemed or shall constitute
      a
      waiver of any other provisions hereof (whether or not similar) nor shall such
      waiver constitute a continuing waiver.

    


    16. Notice
      By Indemnitee.
      Indemnitee agrees promptly to notify the Company in writing upon being served
      with or otherwise receiving any summons, citation, subpoena, complaint,
      indictment, information or other document relating to any Proceeding or matter
      which may be subject to indemnification covered hereunder. The failure to so
      notify the Company shall not relieve the Company of any obligation which it
      may
      have to Indemnitee under this Agreement or otherwise unless and only to the
      extent that such failure or delay materially prejudices the
      Company.

    


    17. Notices.
      All
      notices, requests, consents and other communications required or permitted
      hereunder shall be in writing and shall be mailed by first-class, registered
      or
      certified mail, postage prepaid, or delivered either by hand, by messenger
      or by
      recognized overnight courier (with signature required), or sent via facsimile,
      computer mail or other electronic means from which a record may be created.
      All
      communications shall be sent: 

    


    
      	
            	(a)	
              To
                Indemnitee at the address set forth below Indemnitee signature
                hereto.

            


    

    


    
      	 	
              (b)

            	
              To
                the Company at:

            


    

    


    OmniaLuo,
      Inc.

    Room
      101,
      Building E6, Huaqiaocheng

    East
      Industrial Park,

    Nanshan
      District, Shenzhen, 518053

    Attn:
      Ms.
      Zheng Luo

    Facsimile:
      [____________]

    Email:
      cindy-luo@126.com

    


    or
      to
      such other address as may have been furnished to Indemnitee by the Company
      or to
      the Company by Indemnitee, as the case may be. All notices and other
      communications given or made pursuant to this Agreement shall be deemed
      effectively given when delivered in the manner set forth above and when actually
      received or when receipt is refused, it being understood by the parties that
      a
      confirmation of receipt for the addressee provided by a recognized overnight
      courier service shall constitute actual receipt by such addressee for purposes
      of such notice.

    


    18. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      Agreement. This Agreement may also be executed and delivered by facsimile
      signature and in two or more counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    19. Headings.
      The
      headings of the paragraphs of this Agreement are inserted for convenience only
      and shall not be deemed to constitute part of this Agreement or to affect the
      construction thereof.

    


    20. Governing
      Law and Consent to Jurisdiction.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of Delaware, and with respect to matters regarding the
      DGCL, the laws of the State of Delaware, without regards to their respective
      conflict of law principles.
      Each of
      the parties hereto irrevocably consents to the exclusive jurisdiction and venue
      of any court within the State of Delaware, in connection with any matter based
      upon or arising out of this Agreement or the matters contemplated herein, agrees
      that process may be served upon them in any manner authorized by the laws of
      the
      State of Delaware for such persons.

    


    


    [intentionally
      left blank - signature page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on and as of the day and year first
      above written.

     

    
      	 	 	 
	 	
              COMPANY

              


              OMNIALUO,
                INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              Zheng Luo
	 	Title:
              CEO and Chairwoman


    

    

      	 	 	 
	 	INDEMNITEE
	 
 	 
       
              	 
 
	 	        
                 
	 	
              

            
	 	
              Address:

              [               ]

            


    

    
 

    
      
        
          [Signature
            Page to Indemnification Agreement]