Exhibit 10.8



                     Dated Seventh day of September 2007


                        CV DISTRIBUTION SERVICES LTD.

                                     and

                              SWINGSIDE LIMITED

                                     and

                      SEAVI ADVENT CHL INVESTMENTS LTD.

                                     and

                    FORTIS PRIVATE EQUITY ASIA FUND N.V.

                                     and

                       PROSPER FIELD HOLDINGS LIMITED

                                (as Sellers)

                           MR. JOHNSON SHEN QIWEI

                                     and

                            MR. JIMMY KANG JIMIN

                               (as Warrantors)

                                     and

                            MENLO WORLDWIDE, LLC

                                 (as Buyer)


                    -----------------------------------

                                 AGREEMENT
                                    FOR
                         THE SALE AND PURCHASE OF
                    THE ENTIRE ISSUED AND OUTSTANDING
                             SHARE CAPITAL OF
                          CHIC HOLDINGS LIMITED

                    -----------------------------------









                                  CONTENTS
 Clause                                                        Page
1.  Interpretation........................................................... 4

2.  Sale And Purchase........................................................12

3.  Conditions...............................................................13

4.  Completion...............................................................19

5.  Warranties And Pre-Completion Conduct....................................20

6.  The Buyer's Remedies And The Seller'S Remedies...........................21

7.  Further Undertakings By The Sellers......................................25

8.  Undertakings By The Buyer................................................27

9.  Joint Transitional Management Committee..................................28

10. Confidential Information.................................................30

11. Announcements............................................................31

12. Costs....................................................................31

13. Escrow Account...........................................................32

14. General..................................................................34

15. Entire Agreement.........................................................35

16. Assignment...............................................................35

17. Notices..................................................................35

18. Force Majeure............................................................37

19. Governing Law And Jurisdiction...........................................37

20. Governing Language.......................................................38

21. Further Assurances.......................................................38

22. Counterparts.............................................................39

Schedule  1     Information About The Sellers, Company And The Subsidiaries..40

Schedule  2     Completion Requirements......................................44

Schedule  3     Accounting Principles........................................48

Schedule  4     Warranties...................................................49

Schedule  5     Action Pending Completion....................................63

Schedule  6     Real Property................................................67

Schedule  7     Intellectual Property Rights.................................76

Schedule  8     Tax Deed.....................................................77

Schedule  9     Key Personnel................................................78

Schedule  10    Form Employment, Confidentiality And Non-Compete Agreement...79

Schedule  11    Non-Disclosure And Non-Compete Agreement.....................80

Schedule  12    Disclosure Letter............................................81











THIS AGREEMENT is made on 7th day of September 2007 in Hong Kong

BY AND BETWEEN:

           (1) Prosper  Field Holdings Limited, a company incorporated in the
               British Virgin Islands, whose registered office is at Kingston
               Chambers,  P.  O.  Box 173, Road Town, Tortola, British Virgin
               Islands ("Prosper Field");

           (2) Swingside Limited, a  company incorporated in Hong Kong, whose
               registered  office is at  5705  57th  Floor,  The  Centre,  99
               Queen's Road Central, Hong Kong ("Swingside");

               each party set out in paragraphs  (1)  to  (2)  is  referred
               to as  an "Ordinary Share Seller" and together, the "Ordinary
               Share Sellers";

           (3) CV  Distribution  Services Ltd., a company incorporated in the
               Cayman Islands, whose  registered  office  is at Ugland House,
               South Church Street, George Town, Grand Cayman, Cayman Islands
               ("CVDS");

           (4) SEAVI  Advent  CHL  Investments  Ltd., a company  incorporated
               British Virgin Islands, whose registered office is at P.O. Box
               957,  Offshore  Incorporations  Centre,  Road  Town,  Tortola,
               British Virgin Islands ("SEAVI");

           (5) Fortis Private Equity Asia Fund N.V.,  a  company incorporated
               in Belgium, whose registered office is at Warandeberg 3, 1000,
               Brussels, Belgium ("Fortis");

               each  party  set  out  in  paragraphs  (3) to (5) is referred
               to  as  a "Preferred Share Seller" and together, the  "Preferred
               Share  Sellers"; each Ordinary Share Seller or Preferred Share
               Seller is referred to as a "Seller" and together, the "Sellers";

           (6) Mr. Johnson Shen Qiwei, a PRC citizen (holder of  PRC ID
               Number: 310104196411064078), whose address is at No.190,  Lane
               3588  Dushi  Road,  Minghang  District,  Shanghai  PRC, 201108
               ("Johnson");

           (7) Mr.  Jimmy Kang Jimin, a PRC citizen (holder of  PRC  ID
               Number:  310107671123281),  whose  address  is at Room101, 139
               Lijiang  Shanshui, 999 Huajing Road, Xuhui District,  Shanghai
               PRC, 200231 ("Jimmy"); and

               each party set out in  paragraphs  (6)  to  (7)  is  referred
               to  as  a "Warrantor" and together, the "Warrantors";

           (8) Menlo  Worldwide,  LLC, a company incorporated in the state of
               Delaware  of the United  States  of  America  and  having  its
               primary business  office  at  2855 Campus Drive, Suite 300 San
               Mateo, CA 94403-2512, United States of America (the "Buyer").

WHEREAS:-

(A)   (1) Chic Holdings Limited (the "Company")  is  a  company  incorporated
          under  the  laws  of the Cayman Islands whose registered office  is
          situated at c/o Maples & Calder, Ugland House, P.O. Box 309, George
          Town, Grand Cayman,  Cayman  Islands and is validly existing and in
          good  standing. The amount and  particulars  of  the  issued  share
          capital and certain other particulars of the Company are as set out
          in Part B of Schedule 1.

      (2) The Company  is  the registered holder and beneficial owner of 100%
          ownership  interest   in   Shanghai   Chic   Logistics   Co.,
          Ltd.,  a  wholly  foreign  owned  enterprise organized  and
          existing  under  the  laws  of  the  PRC  ("Chic Logistics").  Chic
          Logistics  is the registered holder and beneficial  owner  of  100%
          equity interest  in  each  of Shanghai Chic Supply Chain Management
          Co., Ltd., a company organized and existing under the laws  of  the
          PRC ( "Chic SCM")  and  Shanghai  Chic  Storage  and Transportation
          Co.,  Ltd.( "Chic S&T") and will become the registered holder  and
          beneficial owner of 100% equity interest in Shanghai New Chic
          Logistics  Co.,  Ltd. a company organized  and existing under the
          laws of the  PRC  (  "New  Chic")before the Completion.  The  amount
          and  particulars  of the share capital and certain other particulars
          of Chic Logistics,  Chic SCM, Chic S&T and New Chic are as set out
          in Part C of Schedule 1.

(B)   Each of the Sellers is the legal and record owner of the relevant  Sale
Shares  (as  hereinafter  defined) as set out against its name in column (2),
Part A of Schedule 1.

(C)  Each  Warrantor  was  a  founder  of  the  Company.  Johnson  and  Jimmy
respectively own 90% and 10% of  the  issued  and  outstanding  shares in the
share  capital  of  Swingside.  Each  Warrantor  agrees  to  provide  certain
warranties under this Agreement.

(D)   On  the terms and subject to the conditions hereinafter set forth,  the
Sellers have  agreed  to  sell and the Buyer has agreed to purchase the Sale
Shares.



THE PARTIES AGREE as follows:


1.   INTERPRETATION

1.1  In this Agreement:

 "Accounts" means the individual audited  accounts of each Group Company and
 the Group's consolidated audited accounts,  the  auditors' reports on those
 accounts, the relevant directors' reports for that  year  on those accounts
 and the notes to those accounts (if and as applicable and available).

 "Actual  EBITDA  Valuation" means the product of (i) FY2007 Actual  EBITDA,
 and (ii) 10.5.

 "Affiliate" means a person that directly or indirectly, through one or more
 intermediaries, controls,  or  is controlled by, or is under common control
 with, a specified person, where  "control"  means  the power and ability to
 direct  the  management  and  policies  of  the controlled  person  through
 ownership  of voting shares of the controlled  person  or  by  contract  or
 otherwise.

 "AIC" means  the  State Administration for Industry and Commerce of the PRC
 and its local branches.

 "Ancillary Documentation"  means  any  and  all  agreements  and  documents
 contemplated under this Agreement to be executed on or before Completion.

 "Business  Day"  means  a  day  (other  than a Saturday or Sunday or public
 holiday) on which banks are open for business in Hong Kong and the PRC.

 "Buyer's Accountant" means KPMG.

 "Buyer's Legal Counsel" means Jun He Law  Offices  at  32nd Floor, Shanghai
 Kerry Centre, 1515 West Nanjing Road, Shanghai, 200040, PRC.

 "Buyer's Warranty" means a statement contained in Part C  of Schedule 4 and
 "Buyer's Warranties" means all of those statements.

 "Companies Ordinance" means Companies Ordinance (Chapter 32  of the Laws of
 Hong Kong) as amended from time to time.

 "Company" means Chic Holdings Limited.

 "Company's  Accountant"  means  Deloitte  Touche  Tohmatsu  Huayong  Public
 Accountants Co., Ltd.

 "Completion" means completion of the sale and purchase of the  Sale  Shares
 in accordance with this Agreement.

 "Completion  Date"  means  the third (3rd) Business Day after the date (not
 being later than 17 October 2007) on which the last of the Conditions to be
 satisfied or waived is satisfied  or waived or such other date as the Buyer
 and the Sellers may agree in writing.

 "Completion Payment" has the meaning given to it in Clause 2.4.2.

 "Condition"  means  a condition set out  in  Clause   and  Clause  3.2  and
 "Conditions" means all those conditions.

 "Confidential Information"  means  all  information  which  is  used  in or
 otherwise  relates  to any Group Company's business, customers or financial
 or other affairs including, without limitation, information relating to:

 (1) the marketing of services including, without limitation, customer names
 and lists and other details  of customers, sales targets, sales statistics,
 market share statistics, prices,  market  research reports and surveys, and
 advertising or other promotional materials; or

 (2)  pending  projects,  business  development   or   planning,  commercial
 relationships and negotiations,

 but  does  not  include  information which is in or comes into  the  public
 domain otherwise than by disclosure in breach of this Agreement.

 "Disclosure Letter" means  (i)  the letter set forth in Schedule 12 of this
 Agreement which is given by the Sellers  to  the  Buyer,  dated the date of
 this Agreement and set forth exceptions to the Warranties as of the date of
 this  Agreement  and (ii) (if the Sellers deem necessary) an  amendment  or
 supplement to the  letter  referenced to in subparagraph (i) above which is
 given by the Sellers to the  Buyer, dated the Completion Date and set forth
 amended exceptions (occurring  during  the  period  from  the  date of this
 Agreement to Completion) to the Warranties as of the Completion Date.

 "Earn-out Payment" has the meaning given to it in Clause 2.3.2.

 "EBITDA"   means   earnings   before   interest,  taxes,  depreciation  and
 amortization as defined by the International Accounting Standard Board.

 "Employee   Benefit   Plan"  means  any  bonus,   incentive   or   deferred
 compensation,  employee   loans,   pension,   profit   sharing,  severance,
 retention,  change  of  control,  stock  option, employee, stock  purchase,
 various statutory social welfare funds and  housing  funds,  other  equity-
 based  performance  or  other  employee  or retiree benefit or compensation
 plan,  scheme,  agreement  or  arrangement  that   provides   benefits   or
 compensation  in respect of any Employee which is or has been maintained by
 any Group Company, Ordinary Share Seller or Warrantor or to which any Group
 Company, Ordinary  Share  Seller or Warrantor contributes or is or has been
 obligated or required to contribute  or  is  legally bound under applicable
 laws or regulations.

 "Employee" means a current employee of the Group  and "Employees" means all
 current employees of the Group.

 "Encumbrance" means a mortgage, charge, pledge, lien,  option, restriction,
 right  of  first  refusal,  right  of  pre-emption,  third-party  right  or
 interest, other encumbrance or security interest of any  kind,  or  another
 type  of  preferential  arrangement (including, without limitation, a title
 transfer or retention arrangement) having similar effect.

 "Environmental  Laws" means  any  laws  and  regulations  of  the  People's
 Republic of China that relate to or otherwise impose liability or standards
 of conduct concerning  industrial  hygiene,  occupational  and other safety
 conditions,  health  conditions and environmental conditions on  any  Group
 Company, including, without  limitation,  laws  and regulations relating to
 discharges, emission, release or threatened release  of  any  noise, odors,
 pollutants, contaminants or Hazardous Substance into the ambient air, water
 or  land  or  otherwise  relating  to  manufacture, processing, generation,
 distribution,  use,  treatment,  storage,  disposal,   cleanup,  transport,
 handling  of pollutants, contaminants or Hazardous Substance  or  otherwise
 relating to registration or approval of the services provided by the Group.

 "Escrow Account" means a separately designated interest-bearing account set
 up by the parties  and  managed  by the Escrow Agent according to Clause 13
 and the Escrow Agreement.

 "Escrow Agent" means the escrow agent appointed under the Escrow Agreement.

 "Escrow Agreement" means the escrow  agreement among the Sellers, the Buyer
 and the Escrow Agent.

 "Financial  Projections"  means  the financial  projections  of  the  Group
 Companies and their associated documents  prepared by the Company, reviewed
 by the Sellers and Warrantors and presented  by the Company to the Buyer in
 November  2006 and March 2007 with respect to the  time  periods  projected
 therein.

 "FY2007 Actual  EBITDA"  means  the  unqualified,  audited and consolidated
 EBITDA of the Group for the fiscal year ending 31 December 2007 prepared by
 the Company's Accountant, reviewed by Buyer's Accountant  according  to the
 principles  set forth in Schedule 3 of this Agreement and confirmed jointly
 by the Buyer and Sellers in writing.

 "Group Company" means the Company or a Subsidiary.

 "Group" means the Company and each Subsidiary.

 "Hazardous Substance"  means any material, substance or waste that poses or
 causes, or is alleged to  pose or cause, any damage to property or personal
 injury, including death, or  threat  to  the environment, including without
 limitation, those substances defined, listed,  designated  or classified as
 hazardous,  toxic,  radioactive,  or  dangerous  or otherwise regulated  or
 governed under any applicable environmental requirements  of  the  People's
 Republic  of China, including without limitation, any petroleum product  or
 by-product,  crude  oil  or  any fraction thereof, natural gas, natural gas
 liquids,   liquefied  natural  gas,   synthetic   gas   usable   as   fuel,
 polychlorinated biphenyls, caustic, chlorine or chlorine-based compounds.

 "Hong Kong" means the Hong Kong Special Administrative Region of the PRC.

 "IFRS" means  the  International  Financial Reporting Standards issued from
 time to time by the International Accounting Standards Board.

 "Indebtedness" of a person means (i)  any and all financial liabilities and
 obligations of such person (whether interest  accruing or not) and (ii) any
 and all costs to be incurred in connection with early repayment of any such
 indebtedness, including without limitation, any  costs  to  be incurred for
 break funding and swap unwinding.

 "Intellectual  Property  Rights"  means any of the following rights  owned,
 used or required to be used by any Group Company:

 (a)  patents, trade marks, service  marks, registered designs, applications
      and  rights  to apply for any of those  rights,  trade,  business  and
      company  names,   internet   domain   names   and   e-mail  addresses,
      unregistered  trade  marks  and  service  marks, copyrights,  database
      rights,  rights  in  software,  know-how,  rights   in   designs   and
      inventions;

 (b)  rights  under  licences,  consents,  orders,  statutes or otherwise in
      relation to a right in paragraph ;

 (c)  rights  of the same or similar effect or nature  as  or  to  those  in
      paragraphs  and  which now or in the future may subsist; and

 (d)  the right  to  sue  for  past  infringements  of  any of the foregoing
      rights.

 "Joint Management Committee" has the meaning given to it in Clause 9.1.

 "Key  Personnel"  means  each  person as set forth in Schedule  9  of  this
 Agreement;

 "Last Accounting Date" means 30 June 2007.

 "Material Adverse Change" means  (i)  any change in, or effect on any Group
 Company or its businesses which is, or  which  could reasonably be expected
 to be, materially adverse to the business, operations, assets, liabilities,
 financial condition, or results of operation of  any Group Company, or (ii)
 any  change, event, condition or development which  will,  or  which  could
 reasonably  be  expected  to,  prevent  or  materially  hinder or delay the
 transaction  contemplated  by this Agreement, including without  limitation
 any change in relevant laws or regulations.

 "Ordinary Sale Shares" means 594,221 Ordinary Shares of US$0.0001 per share
 in  the share capital of the  Company,  representing  all  the  issued  and
 outstanding Ordinary Shares of the Company.

 "Permit" means:

 (a)  a  permit,  licence,  consent,  approval,  certificate, qualification,
      order,  clearance, governmental franchise, concession,  specification,
      registration or other authorisation; or

 (b)  a filing of a notification, report or assessment,

 in each case from  or  with  a  Chinese  or  Cayman  government  agency and
 necessary for the effective operation of any Group Company's business,  its
 ownership,  possession,  occupation  or  use  of  an  asset as it currently
 engages  in  or  owns,  possesses,  occupies or uses, or the  execution  or
 performance of this Agreement.

 "PRC" means the People's Republic of  China  which  for the sole purpose of
 this Agreement shall exclude Hong Kong, Macau Special Administrative Region
 and Taiwan.

 "Preferred  Sale  Shares"  means  446,119  Series  A Preference  Shares  of
 US$0.0001 per share and 387,438 Series B Preference Shares of US$0.0001 per
 share  in  the  issued share capital of the Company, representing  all  the
 issued preference shares of the Company.

 "Property" means the property or properties details of which are set out in
 Schedule 6.

 "Purchase Price" has the meaning given to it in Clause 2.2.

 "Relevant Claim"  means  a  Warranty  Claim,  a  claim  for  breach  of any
 covenants and/or other provisions or for indemnifications by the Sellers or
 Warrantors under this Agreement or any Ancillary Documentation, a claim for
 any contingent or hidden liability, or a claim under the Tax Deed.

 "Retained Payment" has the meaning given to it in Clause 2.4.1.

 "SAFE" means the State Administration of Foreign Exchange of the PRC or its
 local branches.

 "Sale  Shares"  means  each and all Ordinary Sale Shares and Preferred Sale
 Shares.

 "Sellers' Representative" means each of David Li and Henry Yao.

 "Subsidiaries" means each of the companies set out in Part C of Schedule 1.

 "Tax Authority" means any  national,  local,  municipal,  or  other fiscal,
 revenue, customs or excise authority, body or official.

 "Tax  Deed"  means the tax deed in the form as set forth in Schedule  8  of
 this Agreement.

 "Taxes" mean (a)  all  taxes  and  social charges of that nature whether of
 Cayman Islands, Hong Kong or the PRC,  however  denominated,  including any
 interest, penalties or other additions that may become payable  in  respect
 thereof,  which  will  include,  without  limiting  the  generality  of the
 foregoing,  all  customs  duties,  corporate  and  individual income taxes,
 employee  withholding  taxes, withholding tax on other  service  providers,
 withholding tax on capital  gains,  unemployment insurance, social security
 taxes,  national  pension,  national health  insurance,  statutory  housing
 funds, sales and use taxes, value  added  taxes, real and personal property
 taxes,   stamp   taxes,  transfer  taxes,  workers'   compensation,   other
 governmental charges,  and  other  obligations  of the same or of a similar
 nature to any of the foregoing, which are required  to be paid, withheld or
 collected, or (b) any liability for amounts referred  to in (a) as a result
 of any obligations to indemnify another person.

 "Upfront Payment" has the meaning given to it in Clause 2.3.1.

 "Warranty Claim" means a claim for breach of any Warranty.

 "Warranty" means a statement contained in Parts A and B  of  Schedule 4 and
 any  other  representations  and  warranties  given  by  the  Seller(s)  or
 Warrantor(s)   under  this  Agreement  and  "Warranties"  means  all  those
 statements. For  purposes  of  clarification, Warranties as defined here do
 not include "Buyer's Warranties".

1.2  In this Agreement, a reference to:

     1.2.1  a "subsidiary" is to be construed in accordance with section 2 of
            the Companies Ordinance  (Chapter 32 of the Laws of Hong Kong) as
            amended from time to time;

     1.2.2  liability under, pursuant  to or arising out of (or any analogous
            expression) any agreement, contract,  deed  or  other  instrument
            includes  a reference to contingent liability under, pursuant  to
            or arising  out  of (or any analogous expression) that agreement,
            contract, deed or other instrument;

     1.2.3  liability includes,  but  is  not  limited  to,  any liability in
            equity, contract or tort (including negligence);

     1.2.4  a document in the "agreed form" is a reference to a document in a
            form and substance approved by or on behalf of each party;

     1.2.5  a  statutory  provision  includes  a  reference to the  statutory
            provision as modified or re-enacted or  both  from  time  to time
            before the date of this Agreement and any subordinate legislation
            made under the statutory provision (as so modified or re-enacted)
            before the date of this Agreement;

     1.2.6  a "person" includes a reference to any individual, firm, company,
            corporation  or other body corporate, government, state or agency
            of a state or  any  joint  venture,  association  or partnership,
            works  council  or employee representative body (whether  or  not
            having separate legal personality);

     1.2.7  a person includes  a  reference  to  that person's legal personal
            representatives, successors and permitted assigns;

     1.2.8  a  "party" includes a reference to that  party's  successors  and
            permitted assigns;

     1.2.9  a clause,  paragraph  or  schedule,  unless the context otherwise
            requires, is a reference to a clause or paragraph of, or schedule
            to,  this  Agreement and constitutes an  integral  part  of  this
            Agreement;

     1.2.10 any Hong Kong  legal  term  for  any  action,  remedy,  method of
            judicial   proceeding,   legal  document,  legal  status,  court,
            official or any legal concept  or  thing  shall in respect of any
            jurisdiction other than Hong Kong be deemed  to include what most
            nearly approximates in that jurisdiction to the  Hong  Kong legal
            term and to any Hong Kong ordinance shall be construed so  as  to
            include equivalent or analogous laws of any other jurisdiction;

     1.2.11 times of the day is to Hong Kong time;

     1.2.12 "US$"  or  "United States dollars" shall mean the lawful currency
            of the United States of America; and

     1.2.13 "RMB" or "Renminbi" shall mean the lawful currency of the PRC.

1.3  The headings in this Agreement do not affect its interpretation.

1.4  Any  monetary  sum  to  be  taken  into  account  for  the  purposes  of
     calculating the Earn-out  Payment  where  that  sum  is expressed in RMB
     shall be translated into US$ at the closing mid-point  dollar  spot rate
     applicable to the balance of all such amounts as are expressed in RMB at
     close  of  business  in  PRC  on  December 31, 2007 published by the PRC
     Foreign Exchange Center under the authorization  of the People's Bank of
     China.

1.5  Any  monetary  sum  to  be taken into account for the  purposes  of  any
     Relevant Claim where that  sum is expressed in a currency other than US$
     shall be translated into US$  at  the closing mid-point dollar spot rate
     applicable to the balance of all such  amounts  as are expressed in that
     non-US$  currency  at  close  of  business  in PRC on the  Business  Day
     preceding the date of the written notification  of  the  Relevant  Claim
     (or,  if such day is not a Business Day, on the Business Day immediately
     preceding  such  day) published by the PRC Foreign Exchange Center under
     the authorization of the People's Bank of China.

1.6  All payments to be  made  pursuant  to  this  Agreement shall be made in
     immediately available funds by transfer of funds  for the same day value
     to such accounts as shall be notified by the Sellers  in  writing to the
     Buyer at least three Business Days before the date on which  the payment
     is due or, as the case may be, by the Buyer in writing to the Sellers at
     least three Business Days before the date on which the payment is due.

1.7  A  reference to a party's knowledge, information or belief is deemed  to
     include knowledge, information and belief which such party would have if
     it had  made  all  due,  diligent,  careful  and  good faith queries and
     investigations   and,   without  limitation,  includes  the   knowledge,
     information and belief of  its officers and affiliates, provided however
     that a reference to the Preferred  Share  Sellers'  knowledge shall mean
     their  actual  knowledge and awareness and the knowledge  and  awareness
     such Preferred Share Sellers have obtained with respect to matters noted
     in the minutes of  the  meetings  of, or otherwise presented in any form
     to, the directors and shareholders of the Company.

1.8  Each representation, warranty, covenant, and/or liability of the Sellers
     under this Agreement is warranted by  the  Warrantors  regardless if the
     Warrantors are specifically identified in any particular clauses.

1.9  Subject to other terms and conditions of this Agreement, the obligations
     and liabilities of each of the Sellers and the Warrantors  contained  in
     this Agreement shall be joint and several.


2.   SALE AND PURCHASE

2.1  On the terms and subject to the conditions set forth herein, each Seller
     agrees  to  sell  to  the  Buyer,  and the Buyer agrees to buy from such
     Seller, the Sale Shares legally and  owned  of record by such Seller and
     each right attaching to the Sale Shares at or  after Completion, free of
     any Encumbrance.

2.2  The Purchase Price of the Sale Shares shall be calculated as follows:

     "Purchase Price" is equivalent to:

           (a) US$60,000,000, if the Actual EBITDA Valuation  is less than or
               equivalent to US$60,000,000; or

           (b) the  Actual  EBITDA  Valuation, if Actual EBITDA Valuation  is
               greater than US$60,000,000 but less than US$89,000,000; or

           (c) US$89,000,000, if Actual  EBITDA Valuation is equivalent to or
               greater than US$89,000,000.

     For purposes of clarification and to  avoid  any ambiguity, the Purchase
     Price  shall  in  no  event  and under no circumstances  be  lower  than
     US$60,000,000.

2.3  The Purchase Price shall be divided  into  Upfront  Payment and Earn-Out
     Payment and be paid to the Sellers according to Clause  2.4  below.  The
     Upfront  Payment  and  Earn-Out  Payment shall be calculated and paid as
     follows:

     2.3.1  "Upfront Payment" is equivalent  to  US$60,000,000  and  shall be
            paid  by  the Buyer to the Sellers according to Clause 2.4.1  and
            Clause 2.4.2 below.

     2.3.2  "Earn-out Payment" is equivalent to:

           (a) the positive  difference  between  the  Purchase Price and the
               Upfront  Payment  (that  is,  Purchase  Price   minus  Upfront
               Payment),  if  the Purchase Price is greater than the  Upfront
               Payment; or

           (b) 0, if the Purchase Price is equivalent to the Upfront Payment,

           and shall be paid to the Sellers according to Clause 2.4.3 below.

2.4  In consideration for the sale  and  transfer  by the Sellers of the Sale
     Shares, the Buyer agrees to pay to the Sellers the Purchase Price in the
     following manner, subject to the satisfaction or  written  waiver by the
     Buyer of each of the Conditions set forth in Clause 3 below:

     2.4.1  15%  of  the  Upfront  Payment (the "Retained Payment") shall  be
            jointly deposited by the  Buyer  and  the Sellers into the Escrow
            Account on Completion and shall be released  to  the  Sellers  or
            Buyer in accordance with Clause 13 and the Escrow Agreement;

     2.4.2  85%  of  the  Upfront Payment (the "Completion Payment") shall be
            paid out to an  account  designated  jointly  by  the  Sellers on
            Completion; and

     2.4.3  The  Earn-out  Payment  shall  be  paid  to  the  Sellers  in the
            following manner:

           (a) if  the  situation  under  Clause  2.3.2(a)  occurs, the Buyer
               shall,  within  thirty (30) days of the determination  of  the
               FY2007 Actual EBITDA, pay such Earn-out Payment to the Sellers
               by wire transfer  into  an  account  designated jointly by the
               Sellers; and

           (b) if the situation under Clause 2.3.2(b) occurs, the Buyer shall
               not be obligated to pay any Earn-out Payment.

2.5  For  the  avoidance of doubt, the Buyer shall be deemed  to  have  fully
     discharged  its obligations to each Seller under this Clause 2 if it has
     made payments  to  the  Escrow  Account and to the account(s) designated
     jointly by the Sellers according to this Clause 2.


3.   CONDITIONS

3.1  Buyer's obligation to proceed with  Completion  is  conditional  on  the
     following  Conditions  being  satisfied to the satisfaction of or waived
     (in  whole  or  in part) by the Buyer,  on  or  before  12:00PM  on  the
     Completion Date:

     3.1.1  The Warranties  made  by  each  Seller  and  each  Warrantor  and
            qualified  by the Disclosure Letter shall have been true, correct
            and not misleading  in  all  respects when made, and shall remain
            true, correct and not misleading  in  all material respects as of
            the Completion Date with the same force and effect as if they had
            been made on and as of such date, subject to changes contemplated
            by this Agreement and the Ancillary Documentation  and  disclosed
            in  the  updated Disclosure Letter (or if any such representation
            or warranty  is  expressly stated to have been made on a specific
            date, on and as of such specific date).

     3.1.2  Each Seller and Warrantor  shall have performed and complied with
            in all material respects and  to  the  reasonable satisfaction of
            the Buyer, all agreements, obligations,  covenants and conditions
            contained in this Agreement and the Ancillary Documentation which
            are required to be performed or complied with  by it on or before
            the Completion Date.

     3.1.3  All  corporate  and other proceedings of the Sellers,  Warrantors
            and/or any Group  Company  in  connection  with  the transactions
            contemplated hereby and all documents and instruments  incidental
            to  such  transactions  shall  have  been taken and be reasonably
            satisfactory in substance and form to  the  Buyer,  and the Buyer
            shall have received certified copies of all such documents  as it
            may reasonably request.

     3.1.4  Each Seller shall have obtained all requisite approvals, consents
            and  waivers  necessary  for  consummation  of  the  transactions
            contemplated  by this Agreement and all such approvals,  consents
            and waivers shall remain in full force and effect.

     3.1.5  Each Seller and  Warrantor shall cause the Company to possess and
            continue to possess  all  material  Permits  and waivers required
            from PRC, Cayman Islands and all other relevant  governmental  or
            regulatory  authorities  for  the  operation  of the Company as a
            going concern.

     3.1.6  The  Buyer  shall  have received a certificate of  good  standing
            issued by the Registrar  of Companies of the Cayman Islands dated
            no earlier than fifteen (15) days prior to the Completion Date in
            respect of the Company, certifying  that  the  Company  was  duly
            incorporated,  has paid all required fees and is validly existing
            and in good standing under the laws of the Cayman Islands.

     3.1.7  The Sellers shall  have  procured, to the reasonable satisfaction
            of Buyer, that (i) all instruments  for  the  replacement  of all
            directors and secretary of the Company have been duly executed by
            the   appropriate   parties  for  filing  and  registration  with
            Registrar of Companies  of  the Cayman Islands with effectiveness
            upon the Completion; (ii) all  instruments for the replacement of
            all directors and supervisors of  each Group Company incorporated
            in the PRC have been duly executed by the appropriate parties for
            filing  and  registration  with  the  competent   governing   PRC
            authorities with effectiveness upon the Completion. Each director
            and supervisor resigning from a Group Company shall have executed
            a  written  statement  with  the  Group  Company  confirming such
            resigning  director  or  supervisor  has  no  claim against  such
            company for compensation or loss or otherwise.

     3.1.8  The Shareholders' Agreement between the Sellers,  Warrantors  and
            the   Company   dated   15  August  2005  and  the  Supplementary
            Shareholders' Agreement dated  2nd  September  2005 shall both be
            terminated and have no further effect and evidence  thereof shall
            been   provided   to  Buyer  in  form  and  substance  reasonably
            satisfactory to the Buyer.

     3.1.9  Each action pending Completion set forth in Schedule 5 shall have
            been performed in all  material  aspect  and  to  the  reasonable
            satisfaction of the Buyer.

     3.1.10 The Sellers shall have provided consolidated financial statements
            (including  profit  and  loss  statement,  cash  flow  statement,
            balance  sheet  and  relevant  schedules) prepared, reviewed  and
            confirmed by the Company's Accountant in accordance with the then
            applicable IFRS for the period from  1  January 2007 up to and as
            of the Last Accounting Date and as of the  last  day of the month
            immediately  preceding  the  Completion Date in respect  of  each
            Group  Company  and  the  Group in  form  and  substance  to  the
            reasonable satisfaction of the Buyer.

     3.1.11 The Buyer shall have received  from Cayman Islands, Hong Kong and
            PRC  counsels to the Group legal  opinions  in  relation  to  due
            incorporation,  authorization,  valid  existence,  good standing,
            incumbency,  enforceability  corporate  power,  no  conflict   or
            violation,  approvals  and  filings, no litigation and such other
            matters as to each Group Company  as  the  Buyer  may  reasonably
            request,  addressed to the Buyer, dated the Completion Date,  and
            in form and substance reasonably satisfactory to the Buyer.

     3.1.12 Each  Key  Personnel   shall   have   executed   an   employment,
            confidentiality  and  non-compete agreement with a Group  Company
            designated by the Buyer  for  a  term no less than 3 years and in
            form and substance as set forth in Schedule 10 of this Agreement.

     3.1.13 The Sellers and the Warrantors shall  have executed a Tax Deed in
            form and substance as set forth in Schedule  8 of this Agreement;
            and the Sellers shall have executed the Escrow Agreement.

     3.1.14 The Sellers shall have obtained a letter of understanding  to the
            reasonable  satisfaction  of  the  Buyer  from  Procter  & Gamble
            Guangzhou  Co., Ltd. under which Procter & Gamble Guangzhou  Co.,
            Ltd. (i) waives its rights of 90 days advance notice with respect
            to the proposed  transaction  which  may  result in the change of
            control  of  Chic  SCM;  (ii) waives its rights  of  "pre-emptive
            purchase rights" of the proposed  transaction;  and  (iii) waives
            its  rights  to terminate its contracts with Chic SCM during  the
            180 days following  the  receipt of notice regarding the proposed
            transaction.

     3.1.15 The relevant Group Company(ies)  shall  have renewed the existing
            service  contracts with each of ICI and Butler  on  substantially
            same terms and conditions.

     3.1.16 A new business license of Chic S&T reflecting that the Warrantors
            have transferred  all  their equity interests in Chic S&T to Chic
            Logistics  at  nominal  price  shall  have  been  issued  by  the
            competent Chinese government  authorities  and delivered to Buyer
            with  all  transfer documentation in form and  substance  to  its
            reasonable satisfaction.

     3.1.17 Each of Jimmy  and  Chic S&T shall have duly executed appropriate
            legal  documentation  for   the  transfer  of  all  their  equity
            interests in New Chic to Chic  Logistics  at  nominal price, duly
            completed such transfer and shall have caused such  documentation
            and the necessary applications in connection therewith  been duly
            filed  with the competent Chinese government authorities.  A  new
            business  license  of  New  Chic  reflecting such equity transfer
            shall  have  been  issued  by  the competent  Chinese  government
            authorities   and   delivered   to  Buyer   with   all   transfer
            documentation   in   form  and  substance   to   its   reasonable
            satisfaction.

     3.1.18 Chic S&T and Chic SCM  shall  have  terminated  the  Service  and
            Undertakings Agreement signed between them in December 2006.

     3.1.19 Chic's  Mart  Trading  Co.,  Ltd.  shall have entered into a non-
            disclosure and non-compete agreement with the Company in form and
            substance as set forth in Schedule 11 of this Agreement.

     3.1.20 The receipt by the Buyer of evidence  reasonably  satisfactory to
            the  Buyer that: upon Completion, (i) any and all agreements  and
            arrangements  by  either  of  the  Sellers,  Warrantors  or Group
            Companies  to grant share options or warrants (or to give similar
            rights) to any Employees of any Group Companies; and (ii) any and
            all share options  or  warrants granted (or similar rights given)
            to  any Employees of any  Group  Companies  have  been  released,
            cancelled,  waived  and  surrendered by each relevant Employee of
            all Group Companies in favour  of  the  Group  Companies. Without
            limiting  the  generality  of the forgoing, the Sellers  and  the
            Warrantors shall have procured  that  (i)  all  existing warrants
            issued by Prosper Field to Employees other than Anny  Wang, Waley
            Jiang, Lu Wei and Miao Qian have not been exercised and have been
            cancelled and invalidated in return for the arrangement  that the
            proceeds from the sale of shares which would otherwise be granted
            under such warrants are paid to the warrant holders according  to
            the  following  schedule:  40% proceeds to be paid on Completion,
            30% proceeds to be paid one  (1)  year  after  Completion and 30%
            proceeds  to  be  paid two (2) years after Completion;  (ii)  all
            existing warrants issued  by  Prosper Field to each of Anny Wang,
            Waley Jiang, Lu Wei and Miao Qian  have  not  been  exercised and
            have been cancelled and invalidated in return for the arrangement
            that  the proceeds from the sale of shares which would  otherwise
            be granted under such warrants are paid to each of these four (4)
            employees   according  to  the  same  schedules  and  proportions
            pursuant to which  Prosper  Field  is  entitled  to  receive  its
            portion  of  Purchase  Price  under this Agreement; and (iii) all
            warrants (if any) issued by Swingside  have  been  cancelled  and
            invalidated.

     3.1.21 Chic  S&T  and  Shanghai  Venus  Software  Co.,  Ltd.  shall have
            executed  an  amendment  to  the  Technology Development Contract
            dated July 9, 2002 to the reasonable  satisfaction  of  the Buyer
            whereby  all  affiliates companies of Chic S&T, including without
            limitation Chic  Logistics, Chic SCM and New Chic will be allowed
            to use the logistics  management  program (including its upgrades
            and  add-ons)  jointly  owned  by Chic  S&T  and  Shanghai  Venus
            Software  Co.,  Ltd.  without  any additional  consideration  and
            without time limits or other restrictions.

     3.1.22 The  Sellers  shall  have procured  that  each  of  the  relevant
            Subsidiary(ies) maintains  with  a well-established and reputable
            insurer  adequate  insurance  against   all   risks  usually  and
            customarily insured against by comparable companies  carrying  on
            the  same  or  a  similar business for all assets of an insurable
            nature leased, owned or controlled by such Subsidiary(ies).

     3.1.23 The Sellers and Warrantors  shall  deliver  to  the Buyer a joint
            closing  certificate, dated the Completion Date, certifying  that
            (i) each condition specified in Clause 3.1 of this Agreement have
            been fulfilled;  (ii)  each  Warranty  is  true, accurate and not
            misleading in all material respects, without giving effect to any
            amendment or supplement to the Disclosure Letter  after  the date
            of  this  Agreement;  (iii)  each  covenant  of the Sellers to be
            performed prior to Completion under this Agreement  has been duly
            fulfilled;  and  (iv)  there has been no Material Adverse  Change
            since the date of this Agreement.

     3.1.24 No order, injunction or  decree  issued by any court or agency of
            competent jurisdiction or other legal  restraint  or  prohibition
            preventing the Completion or any of the transactions contemplated
            by  this  Agreement  or the Ancillary Documentation shall  be  in
            effect and on proceeding  initiated  by  any  governmental entity
            seeking  an  injunction  shall  be  pending.  No  statute,  rule,
            regulation, order, injunction or decree shall have  been enacted,
            entered, promulgated or enforced by any governmental entity which
            prohibits, restricts or makes illegal the Completion  or  any  of
            the  transactions contemplated by this Agreement or the Ancillary
            Documentation.

     3.1.25 All Sellers  shall  have issued a consent and waiver to the Buyer
            in  form  and substance  reasonably  satisfactory  to  the  Buyer
            certifying  that it irrevocably waives any and all rights of pre-
            emption, first  refusal  and  other rights or restrictions on the
            transfer  of  the  Sale Shares to  the  Buyer  according  to  any
            applicable law, corporate  documents  or charter documents of the
            Company,  or  any  contracts,  agreements,   covenants  or  other
            documents  governing  the  sale and purchase of Sale  Shares  and
            shall procure that all such  rights conferred on any other person
            are waived no later than Completion  so as to permit the sale and
            purchase of the Sale Shares.

3.2  Sellers' obligation to proceed with Completion  is  conditional  on  the
     following  Conditions  being satisfied to the reasonable satisfaction of
     or waived by the Sellers, on or before the Completion Date:

     3.2.1  Each Buyer's Warranty  contained  in  Part C of Schedule 4 hereof
            shall  remain true, correct and not misleading  in  all  material
            respects  when  made  and as of the Completion Date with the same
            force and effect as if  it  had been made on and as of such date,
            subject to changes contemplated  by  this  Agreement or otherwise
            disclosed by the Buyer in writing.

     3.2.2  The  Buyer's  purchase  of  the  Sale  Shares  pursuant  to  this
            Agreement  shall  remain  exempt  from  the  registration  and/or
            qualification requirements under all applicable  securities laws,
            including, without limitation, the US federal securities laws and
            any state blue sky laws.

     3.2.3  The  Buyer  shall  have obtained from its board of directors  the
            necessary approval of  the  transactions  contemplated under this
            Agreement.

     3.2.4  No order, injunction or decree issued by any  court  or agency of
            competent  jurisdiction  or  other legal restraint or prohibition
            preventing the Completion or any of the transactions contemplated
            by  this Agreement or the Ancillary  Documentation  shall  be  in
            effect  and  on  proceeding  initiated by any governmental entity
            seeking  an  injunction  shall  be  pending.  No  statute,  rule,
            regulation, order, injunction or  decree shall have been enacted,
            entered, promulgated or enforced by any governmental entity which
            prohibits, restricts or makes illegal  the  Completion  or any of
            the  transactions contemplated by this Agreement or the Ancillary
            Documentation.

3.3  Each Seller and  Warrantor  shall make all reasonable efforts to achieve
     satisfaction of the Conditions set out in Clause 3.1 as soon as possible
     after the date of this Agreement  and  in any event not later than 12:00
     p.m. on the Completion Date.

3.4  The Buyer shall make all reasonable efforts  to  achieve satisfaction of
     the Condition set out in Clause 3.2 as soon as possible  after  the date
     of  this  Agreement  and  in  any event not later than 12:00 p.m. on the
     Completion Date.

3.5  If, at any time, any Party becomes  aware of a fact or circumstance that
     might prevent a Condition being satisfied,  it  shall immediately notify
     the other parties in writing.

3.6  At any time on or before 12:00 p.m. on the Completion Date the Buyer may
     waive  any  Condition  set out in Clause 3.1 by written  notice  to  the
     Sellers on any terms it  may  decide in its sole discretion. At any time
     on or before 12:00 p.m. on the Completion Date the Sellers may waive any
     Condition set out in Clause 3.2  by  written  notice to the Buyer on any
     terms they may decide in their sole discretion.

3.7  If a Condition set out in Clause 3.1 has not been  waived  by  the Buyer
     pursuant  to  Clause   or  has  not  been  satisfied by 12:00 p.m. on 17
     October 2007 or such other date as the parties hereto may agree, or if a
     Condition  set  out in Clause 3.2 has not been  waived  by  the  Sellers
     pursuant to Clause   or  has  not  been  satisfied  by  12:00 p.m. on 17
     October  2007 or such other date as the parties hereto may  agree,  this
     Agreement shall automatically terminate with immediate effect, and shall
     become null  and  void  and be of no further force and effect whatsoever
     and all the obligations and  liabilities  of the parties hereunder shall
     cease and terminate (save for any antecedent  breaches of this Agreement
     and the confidentiality obligations of the Parties under Clause 10).


4.   COMPLETION

4.1  Subject to the Conditions having been fulfilled  (or  waived as provided
     Clause 3.6) Completion shall take place at the offices  of  the  Buyer's
     Legal  Counsel  at  Suite  2208,  22nd Floor, Jardine House, 1 Connaught
     Place, Central, Hong Kong on the Completion  Date  (or  such other place
     and/or time as the Sellers and the Buyer may agree).

4.2  At  Completion  each  Seller  shall  do  all  those  things respectively
     required of it in Schedule 2.

4.3  The  Buyer  will  not  be  obliged  to complete its obligations  or  the
     purchase of any Sale Shares under this Agreement unless:

     4.3.1  each  of  the  Sellers  and  Warrantors  complies  with  all  its
            obligations required to be performed before Completion under this
            Agreement; and

     4.3.2  the  sale  and  purchase  of all the  Sale  Shares  is  completed
            simultaneously.

4.4  If Completion does not take place  on the Completion Date because any of
     the  Sellers fails to comply with any  of  its  obligations  under  this
     Agreement  (whether such failure by such Seller amounts to a repudiatory
     breach or not), the Buyer may by notice to the Sellers:

     4.4.1  proceed  to  Completion to the extent reasonably practicable (but
            if  the Buyer exercises  its  right  pursuant  to  this  Clause ,
            Completion  of  the  purchase of some of the Sale Shares will not
            affect the Buyer's rights with respect to the other Sale Shares);

     4.4.2  postpone Completion to  a  date  not  more  than 30 Business Days
            after the Completion Date and not later than  17  October 2007 or
            such other date agreed by all Parties in writing; or

     4.4.3  terminate this Agreement.

4.5  If  the  Buyer  postpones Completion to another date in accordance  with
     Clause , the provisions  of  this Agreement shall apply as if that other
     date is the Completion Date.

4.6  If the Buyer terminates this Agreement pursuant to Clause , each party's
     further rights and obligations  cease  immediately  on  termination, but
     termination does not affect a party's accrued rights and  obligations at
     the date of termination.


5.   WARRANTIES AND PRE-COMPLETION CONDUCT

5.1  The Sellers and Warrantors jointly and severally represent  and  warrant
     to  the  Buyer  that, subject to the matters disclosed in the Disclosure
     Letter (in the form  delivered  as  of the date of this Agreement), each
     Warranty is true, accurate and not misleading in all material aspects at
     the date of this Agreement. Immediately  before  Completion, the Sellers
     and  Warrantors  are deemed to jointly and severally  to  represent  and
     warrant to the Buyer  that,  subject  to  the  matters  disclosed in the
     Disclosure Letter, each Warranty is true, accurate and not misleading in
     all material respects by reference to the facts and circumstances  as at
     Completion.  For this purpose only, where there is an express or implied
     reference in a  Warranty to the "date of this Agreement", that reference
     is to be construed as a reference to Completion.

5.2  Each Seller and Warrantor  acknowledges  that the Buyer is entering into
     this Agreement in reliance on each Warranty (each of which has also been
     given as a representation) and with the intention  of inducing the Buyer
     to enter into and perform its obligations under this Agreement.

5.3  The Warranties are qualified by the facts and circumstances disclosed in
     the Disclosure Letter. No other knowledge relating to  any Group Company
     (actual, constructive or imputed) prevents or limits a claim made by the
     Buyer  for  breach  of  Clause .  None  of the Sellers shall invoke  the
     Buyer's  knowledge  (actual,  constructive or  imputed)  of  a  fact  or
     circumstance  which  might  make  a   Warranty   untrue,  inaccurate  or
     misleading as a defense to a claim for breach of Clause .

5.4  Reference to any facts and circumstances being disclosed  as  exceptions
     to the Warranties shall be deemed to be a reference to them being fully,
     fairly,  specifically and accurately disclosed in the Disclosure  Letter
     in such a manner that:

     5.4.1  in  the  context  of  the disclosures contained in the Disclosure
            Letter:

           (a) the  significance  of   the   information  disclosed  and  its
               relevance  to a particular Warranty  ought  reasonably  to  be
               appreciated by a similarly situated buyer, taking into account
               the paragraphs  or  subject  matters  in relation to which the
               information was disclosed;

           (b) there  is  not  omitted  from  the information  disclosed  any
               information  which  would have the  effect  of  rendering  the
               information so disclosed misleading in any respect; and

     5.4.2  in  the  context of any document  treated  as  disclosed  by  the
            Disclosure  Letter,  the  matter disclosed is reasonably apparent
            from the terms of the document,

     and nothing disclosed by the Sellers  to  the  Buyer  other  than in the
     Disclosure Letter and in accordance with the provisions of this  Clause
     shall  constitute  disclosure  as  exceptions  to the Warranties for the
     purposes of this Agreement.

5.5  Conditional  upon  and  subject  to  the  Completion,  each  Seller  and
     Warrantor undertakes not to make any claim  against any Group Company or
     any director, officer or employee of any Group  Company  other  than the
     Warrantors  which  it  may  have  in  respect  of  a  misrepresentation,
     inaccuracy or omission in or from information or advice provided by such
     Group Company or a director, officer or employee of such  Group  Company
     other  than  the  Warrantors for the purpose of assisting the Seller  to
     make a representation, give a Warranty or prepare the Disclosure Letter.

5.6  Each Warranty is to  be  construed  independently and (except where this
     Agreement provides otherwise) is not  limited  by  a  provision  of this
     Agreement or another Warranty.

5.7  Between  the execution of this Agreement and Completion the Sellers  and
     Warrantors shall:

     5.7.1  ensure that each Group Company complies with Schedule 5;

     5.7.2  notify  the  Buyer  immediately  if it becomes aware of a fact or
            circumstance which constitutes or which would or might constitute
            a breach (whether repudiatory in nature or not) of Clause  or  or
            which would or might cause a Warranty to be untrue, inaccurate or
            misleading if given in respect of  the  facts or circumstances as
            at Completion.

5.8  The Buyer warrants to the Sellers that each Buyer's  Warranty  is  true,
     accurate  and  not misleading at the date of this Agreement. Immediately
     before Completion,  the  Buyer  is deemed to warrant to the Sellers that
     each Buyer's Warranty is true, accurate  and not misleading by reference
     to  the  facts and circumstances as at Completion,  subject  to  changes
     contemplated  by  this  Agreement or otherwise disclosed by the Buyer in
     writing.  For this purpose  only,  where  there is an express or implied
     reference in a Warranty to the "date of this  Agreement", that reference
     is to be construed as a reference to Completion.


6.   THE BUYER'S REMEDIES AND THE SELLER'S REMEDIES

6.1  The Sellers and the Warrantors hereby jointly and  severally  agree with
     the Buyer to indemnify the Buyer as provided in this Clause 6.  As  used
     in this Clause 6:

     6.1.1  the  term "Damages" shall mean all losses, claims, damages, costs
            and expenses  (including  reasonable legal expenses), liabilities
            and reduction in value which  a  Buyer  Indemnitee (as defined in
            Clause 6.5) may sustain, suffer or incur  which  arises out of or
            in connection with this Agreement including, without  limitation,
            each  loss, claim, damage, liability, cost and expense (including
            legal fees)  incurred  as  a  result  of  defending or settling a
            Relevant Claim; and

     6.1.2  the term "Third Party Claim" shall mean any  claim,  action, suit
            or  like  matter  which  is  asserted  by a party other than  the
            parties  hereto  against  the  Buyer or any  Group  Company  with
            respect to such Group Company's  business  and  operations or the
            transactions contemplated under this Agreement, provided however,
            that a claim from a Tax Authority under the Tax Deed shall not be
            regarded as a Third Party Claim and shall be governed  under  the
            Tax Deed.

6.2  If,  at  any time before Completion, the Buyer reasonably considers that
     any Seller  or Warrantor is in breach of any provision of this Agreement
     (whether such  breach  amounts to a repudiatory breach or not) or if any
     of the Sellers gives a notice under Clause , the Buyer may, by notice in
     writing to Sellers, elect  to  proceed  to  Completion or terminate this
     Agreement.

6.3  If  the Buyer terminates this Agreement pursuant  to  Clause  6.2,  each
     party's  further  rights  and  obligations  shall  cease  immediately on
     termination,  but  termination will not affect a party's accrued  rights
     and obligations at the date of termination.

6.4  If the Buyer elects  to  proceed  to  Completion pursuant to Clause 6.2,
     then the parties should discuss in good  faith and seek acceptable terms
     and conditions in writing.

6.5  Subject to the limitations and conditions  set  forth  in this Clause 6,
     the  Sellers and Warrantors shall jointly and severally indemnify,  save
     and keep the Buyer, its officers, directors, shareholders and agents and
     each and  all  the  Group  Companies  (each  a  "Buyer  Indemnitee"  and
     collectively  the  "Buyer  Indemnitees")  harmless  against and from all
     Damages sustained or incurred by any Buyer Indemnitee arising from or in
     connection with:

     6.5.1  any breach of any Warranty of the Sellers or Warrantors;

     6.5.2  any breach or default of, or failure to comply  with,  any of the
            covenants, obligations or agreements of the Sellers or Warrantors
            under   this   Agreement,  the  Tax  Deed,  any  other  Ancillary
            Documentation and/or  in  any  document  or certificate delivered
            pursuant thereto; and

     6.5.3  any  claims  in  connection  with  or  arising from  the  use  of
            warehouses  without  appropriate  title  certificates   prior  to
            December 31, 2007.

6.6  Subject  to  Clause  6.9  below, the indemnification obligations of  the
     Sellers and Warrantors pursuant  to  the  provisions  of  Clause  6  are
     subject to the following limitations:

     6.6.1  The  Buyer  Indemnitee(s)  shall not be entitled to recover under
            Clause 6:

           (a) unless a claim has been asserted by written notice, specifying
               the grounds for indemnification  and delivered to the Sellers'
               Representatives;

           (b) until  the  aggregate amount of all  asserted  Damages  exceed
               US$350,000, but at such point the Sellers and Warrantors shall
               be liable for  the  whole  of  such  amount  and  not just the
               excess; provided also that in calculating the US$350,000,  all
               Damages  shall  be  aggregated,  and not just the Damages that
               exceed US$350,000;

           (c) to the extent the Buyer Indemnitees  received  the proceeds of
               any insurance held by the Group Company covering  the  subject
               matter; and

           (d) any  additional  amount  of  the  Damages  from any Sellers or
               Warrantors,  if  Damages recovered under this  Agreement  have
               exceeded the Purchase Price.

     6.6.2  Preferred Share Seller  will not be liable for any Relevant Claim
            unless the Sellers' Representatives have received written notices
            regarding the Relevant Claim  from  the Buyer prior to the second
            anniversary of the Completion. For the  avoidance  of  doubt, the
            Preferred Share Seller will be liable for a Relevant Claim if the
            Buyer  Indemnitee(s)  has  given  written notices to the Sellers'
            Representatives regarding a Relevant  Claim  prior  to the second
            anniversary of the Completion but final resolution regarding such
            Relevant  Claim occurs only after the second anniversary  of  the
            Completion.

     6.6.3  Notwithstanding  anything  to  the contrary in this Agreement but
            subject to Clause 6.9, CVDS' liability under this Agreement shall
            in no event and under no circumstances exceed the US$3,005,100 it
            contributes to the Retained Amount  and  deposits into the Escrow
            Account pursuant to the Escrow Agreement, SEAVI's liability under
            this  Agreement  shall  in  no event exceed the  US$1,730,700  it
            contributes to the Retained Amount  and  deposits into the Escrow
            Account pursuant to the Escrow Agreement,  and  Fortis' liability
            under this Agreement shall in no event exceed the  US $519,300 it
            contributes to the Retained Amount and deposits into  the  Escrow
            Account  pursuant  to the Escrow Agreement, provided however that
            such limitation shall  not in any way prejudice the rights of the
            Buyer Indemnitee(s) to recover  from  the  Ordinary Share Sellers
            and Warrantors under this Agreement.

6.7  Promptly  after receipt by a Buyer Indemnitee under  this  Clause  6  of
     notice of any Third Party Claim, and in any event within the time period
     necessary to  respond  to  such  pleading,  the  Buyer  shall deliver to
     Sellers' Representatives a written notice setting forth with  reasonable
     specificity  the  facts and circumstances of which such Buyer Indemnitee
     has received such Third  Party  Claim and the basis upon which the Buyer
     Indemnitee's claim for indemnification is asserted. Upon receipt of such
     notice,  each of the Sellers and Warrantors  shall  have  the  right  to
     participate  in,  and,  to  the  extent  any  Sellers  and Warrantors so
     desires, jointly with any other Sellers and Warrantors similarly noticed
     (if  any), to assume control of the defense thereof at its  own  expense
     and with  counsel of its own choice; provided, however, that the Sellers
     and  Warrantors   shall  diligently  pursue  such  defense.  If  in  the
     reasonable opinion  of  the  Buyer,  the  Sellers  and Warrantors cannot
     diligently  pursue  such defense or cannot reach internal  consensus  on
     ways to pursue such defense,  the Buyer may, after giving written notice
     to the Sellers' Representatives,  assume control of the defense. For the
     avoidance of doubt no Buyer Indemnitee  shall  settle  any  Third  Party
     Claim  without consent of any of the Sellers and Warrantors. The Sellers
     and Warrantors  or  the  Buyer  Indemnitee, as the case may be, shall in
     good faith cooperate with and assist  the defending party in the defense
     of such Third Party Claim.

6.8  Except in respect of claims based upon  fraud and subject to other terms
     and conditions of this Agreement, the indemnification  accorded  by this
     Clause 6 shall be the sole and exclusive remedy of the Buyer under  this
     Agreement  in  respect  of  any  misrepresentation  or inaccuracy in, or
     breach of, any representation or warranty or any breach  or  failure  in
     performance  of  any  covenant  or agreement made in this Agreement, the
     Ancillary Documentation, and/or in any document or certificate delivered
     pursuant thereto. Notwithstanding  the  foregoing,  in  the event of any
     breach or failure in performance after the Completion of any covenant or
     agreement,   the   Buyer   shall  also  be  entitled  to  seek  specific
     performance, injunctive or other equitable relief.

6.9  Notwithstanding any other provision  hereof,  nothing  in  this Clause 6
     shall  limit, in any manner, any remedy at law or equity, to  which  the
     Buyer may  be  entitled  as  a  result  of  (i)  fraud  by any Seller or
     Warrantor  committed  to  the  Buyer;  or  (ii)  any  misrepresentations
     relating to the title to the Sale Shares.

6.10 Subject to each limitation and condition set forth in Clause 6.11 below,
     the Buyer agrees to indemnify and hold harmless the Sellers  against all
     damages  sustained  or  incurred  by  the  Sellers  arising  from  or in
     connection with any breach or default of, or failure to comply with  any
     of  Buyer's  Warranties  and any covenants, obligations or agreements of
     the Buyer under this Agreement:

6.11 The Sellers shall not be entitled  to  recover  from  the  Buyer and the
     Buyer shall not be obligated to indemnify the Sellers under Clause 6.10:

           (a) unless a claim has been asserted by written notice, specifying
               the  grounds  for  indemnification and delivered to the  Buyer
               prior to the second anniversary of the Completion;

           (b) until the aggregate  amount  of  all  asserted  damages exceed
               US$350,000,  but at such point the Buyer shall be  liable  for
               the whole of such  amount  and  not  just the excess; provided
               also that in calculating the US$350,000,  all damages shall be
               aggregated, and not just the damages that exceed US$350,000;

           (c) to  the  extent  the  Seller  received  the  proceeds  of  any
               insurance maintained by it; and

           (d) in  respect of any additional amount of the damages  from  the
               Buyer,  if  damages  recovered  under  this Agreement from the
               Buyer have exceeded the Retained Payment.


7.   FURTHER UNDERTAKINGS BY THE SELLERS

7.1  Subject to Clause 7.2, each of the Sellers and Warrantors  undertakes to
     the Buyer that it will not do any of the following things:

     7.1.1  for  a period of 3 years starting on the Completion Date,  either
            alone  or jointly with, through or as adviser to, or agent of, or
            manager  for,  any  person  directly or indirectly carry on or be
            engaged, concerned or interested  in  or assist a business in the
            PRC which competes, directly or indirectly,  with a business of a
            Group Company as carried on at the date of this  Agreement  or at
            any time in the twelve months prior to that date;

     7.1.2  for  a  period of 3 years starting on the Completion Date, on its
            own account  or  in  conjunction  with  or on behalf of any other
            person  in  respect  of  the services of a business  of  a  Group
            Company either seek to obtain  orders  from, or do business with,
            or  encourage  directly or indirectly another  person  to  obtain
            orders from or do business with, a person who has been a customer
            of that business  at  any  time during the twelve months prior to
            the date of this Agreement for  the  products or services of that
            business in its territory of operation; or

     7.1.3  for a period of 3 years starting on the  Completion Date directly
            or indirectly solicit or initiate contact  with,  with  a view to
            his  engagement  or  employment  by  another  person, a director,
            officer, employee or manager of a Group Company  or  a person who
            was  a director, officer, employee or manager of a Group  Company
            at any  time  during  the twelve months prior to the date of this
            Agreement, in either case where the person in question either has
            Confidential Information  or  would be in a position to exploit a
            Group Company's trade connections.

7.2  Notwithstanding anything to the contrary  in Clause 7.1 and for purposes
     of   clarification,   but  subject  to  such  Sellers'   confidentiality
     obligations hereunder,  the  provisions of Clause 7.1 shall not apply to
     equity investment conducted or  to  be  conducted by any Preferred Share
     Seller, in each case, in its capacity as an institutional private equity
     investor; nor shall any competitive conduct  by  any  of  its  portfolio
     companies   set  forth  in  Clause  7.1  above  be  attributed  to  such
     institutional private equity investor.

7.3  In addition to  the  actions pending Completion set forth in Schedule 5,
     from the date of this Agreement to Completion, each Seller and Warrantor
     shall not, directly or indirectly:

     7.3.1  enter into or engage  in  any  discussion or negotiation with any
            person except the Buyer in connection  with the sale of any Group
            Company or the business or any part of the business of or (except
            in  the  usual course of business or as contemplated  under  this
            Agreement  and  the Ancillary Documentation) any of the assets of
            the business of any Group Company;

     7.3.2  enter into an agreement or arrangement with any person except the
            Buyer or any person  designated  by  the Buyer in connection with
            the sale of any Group Company or the business  or any part of the
            business of or (except in the ordinary course of  business  or as
            contemplated    under    this   Agreement   and   the   Ancillary
            Documentation) any of the assets of any Group Company; or

     7.3.3  make available to any person  except  the  Buyer,  its directors,
            officers, duly authorised representatives, advisers or agents any
            information  relating  to  the sale of any Group Company  or  the
            business or any part of the  business  of or (except in the usual
            course of business or as contemplated under  this  Agreement  and
            the  Ancillary  Documentation)  any  of  the  assets of any Group
            Company.

7.4  On and immediately after Completion, each Warrantor and Seller shall use
     their reasonable best efforts to assist the Buyer to procure:

           (a) that all filings and registrations for the replacement  of all
               directors   and   secretary   of  the  Company,  and  for  the
               replacement of all directors and  supervisors  of  each  Group
               Company  incorporated in the PRC be completed within one month
               after Completion;

           (b) that  each   Group  Company  has  filed  the  change  of  bank
               signatories and  other  mandates  to  the  satisfaction of the
               Buyer  for all of its RMB and foreign exchange  bank  accounts
               within 15 days after Completion;

           (c) that Chic's  Mart  Trading Co., Ltd. shall have repaid all its
               outstanding loans owed  to the Subsidiaries within 15 Business
               Days after Completion;

           (d) that no new Employee Benefit  Plan of the Group be introduced,
               amended or discontinued during  the  period from Completion to
               31 December 2007; and

           (e) during  the period from Completion to 31  December  2007,  (i)
               that the  business  of  each  Group Company is operated in the
               usual way and according to its  existing  2007  budgetary  and
               business  plan of the Group so as to maintain that business as
               a going concern,  (ii)  that  sufficient  working  capital  is
               maintained  for  the  purposes  of  continuing to carry on the
               business of each Group Company in its  present form and at its
               present level of turnover, and (iii) that the turnovers of any
               Group  Company be managed in a way consistent  with  its  good
               faith practice in the past two years prior to the Completion.

7.5  Prosper Field agrees to release proceeds to each warrant holder pursuant
     to Clause 3.1.20 of this Agreement.

7.6  Each Warrantor agrees  to  remain  employed  by  a  Subsidiary and shall
     procure that each Key Personnel remains employed by a  Subsidiary  for a
     term  of  no  less  than  three (3) years after Completion and to devote
     sufficient business efforts and time to the Group Companies.

7.7  Each Warrantor agrees to duly  file  all requisite changes and discharge
     all   requisite   obligations  in  connection   with   the   transaction
     contemplated in this  Agreement under the Circular on Issues Relevant to
     Foreign Exchange Administration  with Respect to Fund Raising and Round-
     trip Investment by Domestic Residents  Through  Offshore Special Purpose
     Vehicles and  its  interpreting rules.

7.8  Each  undertaking  in this Clause 7 constitutes an entirely  independent
     undertaking and shall bind the applicable Sellers and Warrantors.

7.9  On receiving the Buyer's  reasonable  request  each Seller and Warrantor
     shall (at its cost):

     7.9.1  do  and execute, or arrange to be done and  executed,  each  act,
            document  and thing necessary to implement this Agreement and the
            Ancillary Documentation;

     7.9.2  give to the Buyer all information it possesses or to which it has
            access relating to a Group Company's business and allow the Buyer
            to copy any document containing that information; and

     7.9.3  procure each Group Company to do the same.


8.   UNDERTAKINGS BY THE BUYER

8.1  From the Completion Date to December 31, 2007:

     8.1.1  subject to  matters  reserved  for  the  approval  of  the  Joint
            Management Committee, Buyer shall minimize its participation  and
            involvement  in  the  daily  management  of  the  Group  and  its
            operations  unless necessary for maintaining the Group Companies'
            normal course  of businesses; Buyer shall not modify the existing
            2007 budgetary and  business  plan of the Group Companies without
            the consent of all members of the Joint Management Committee;

     8.1.2  in  the  event  Buyer  proposes any  significant  expenditure  or
            investment (capital or operational) to be made by the Group, such
            proposal shall be subject  to  the  consent of all members of the
            Joint Management Committee unless such  expenditure or investment
            is required for the implementation of new  or  existing  customer
            contracts;

     8.1.3  Buyer  shall  not  incur costs or expenses for or on half of  the
            Group and may not otherwise  divert  revenues  or  profits of the
            Group  to  its  other  affiliates  through  transfer  pricing  or
            otherwise;

     8.1.4  in  the  event the integration of existing logistics business  of
            Buyer or its  affiliates  in  the  PRC  is  carried  out prior to
            December 31, 2007, such business integration shall not  adversely
            affect  the  operations  of the Group without the consent of  all
            members of the Joint Management Committee; and

     8.1.5  Buyer shall not replace the  current management team or otherwise
            make significant personnel changes  without  the  consent  of all
            members  of  the  Joint  Management  Committee unless the related
            management team member is in serious breach of labour contract or
            violation of law.

8.2  For  the  avoidance  of doubt, nothing contained  in  Clause  8.1  shall
     restrict Buyer's right  as  the  shareholder  of the Company to exercise
     ultimate control over the Company and its Subsidiaries  in  any respect,
     including,  without  limitation, the hiring or termination of employees,
     the incurrence of expenses and requiring compliance with Buyer's and its
     Affiliates'  internal  controls,   corporate   governance  policies  and
     procedures, legal and regulatory compliance standards  and consumer data
     guidelines and privacy rules and regulations.

8.3  If  so  requested by the Sellers, Buyer shall procure that  the  Company
     provide to  the Sellers, promptly when available, (i) the unconsolidated
     balance sheet of the Company as of Completion and December 31, 2007; and
     (ii) the unconsolidated  profit  and  loss of the Company for the period
     from January 1, 2007 to Completion and to December 31, 2007.

8.4  From the date of this Agreement to Completion, on receiving the Sellers'
     reasonable request Buyer shall (at its  cost) do and execute, or arrange
     to  be  done and executed, each act, document  and  thing  necessary  to
     implement this Agreement and the Ancillary Documentation.


9.   JOINT TRANSITIONAL MANAGEMENT COMMITTEE

9.1  The parties agree to establish a joint transitional management committee
     with due  authorization  from  all shareholders of each Group Company to
     approve the matters set forth in Clause 9.2 of this Agreement during the
     period  from  Completion  to 31 December  2007  (the  "Joint  Management
     Committee"). The Joint Management Committee shall have three (3) members
     being Johnson Shen and two  (2)  members  appointed  by  the  Buyer. The
     Preferred  Share Sellers may jointly appoint one (1) observer to  attend
     all meetings  of the Joint Management Committee in a non-voting observer
     capacity and subject to appropriate confidentiality undertakings.

9.2  The parties agree  that  during the period referred to in Clause 9.1 the
     following matters with regards  to  or  in  connection  with  any  Group
     Company  shall require the prior written approval of the simple majority
     of all members of the Joint Management Committee:

     9.2.1  creating,   altering   or   changing   the  rights,  preferences,
            privileges, classification of the shares or equity interest;

     9.2.2  increase or decrease of the authorized or  outstanding  number of
            the shares or registered capital;

     9.2.3  amendment  or  waiver  of  any  provisions  of  the memorandum of
            association and articles of association;

     9.2.4  changing the authorized size of the board of directors  or  board
            of shareholders;

     9.2.5  any  share  or  equity  transfer, merger or consolidation of such
            Group Company;

     9.2.6  the formation, reorganization or dissolution of any subsidiary or
            joint venture;

     9.2.7  any transaction between any Group Company and/or its shareholder,
            employees, officers, directors  or  their  respective affiliates;
            and

     9.2.8  the appointment and removal of auditors of any  Group  Company or
            any  material  change in, or deviation to, the 2007 budgetary  or
            business plan, or  the  accounting  and financial policies of any
            Group Company.

9.3  The parties agree that during the period referred  to  in Clause 9.1 the
     following  matters  with  regards  to  or in connection with  any  Group
     Company shall require the prior written  approval  of all members of the
     Joint Management Committee:

     9.3.1  capital  expenditures  other than those (i) contemplated  in  the
            existing 2007 budgetary  and  business  plan of the Group or (ii)
            required  for  the  implementation  of new or  existing  customer
            contracts;

     9.3.2  changing the existing 2007 budgetary  and  business  plan  of the
            Group;

     9.3.3  the  hiring  and  removal  of  the senior management of any Group
            Company or changes to their salaries;

     9.3.4  changing any Employee Benefit Plan or making any awards under any
            Employee Benefit Plan;

     9.3.5  declaration or payment of any dividends;

     9.3.6  borrowing any loans or incurring  any  debt,  contingent or other
            liability in a single transaction in excess of US$150,000;

     9.3.7  commencing or settling any material litigation;

     9.3.8  any transfer of any assets of any Group Company  or  any transfer
            or licensing of any Intellectual Property Rights with  a value in
            excess of US$150,000 or outside the ordinary course of business;

     9.3.9  steps towards the winding up, dissolution or liquidation;

     9.3.10 integrating  any  existing  logistics  business  of Buyer or  its
            affiliates in the PRC with that of any Group Companies;

     9.3.11 any material departure from business in the ordinary course; and

     9.3.12 any other action that may have a Material Adverse  Change  on any
            Group Company.

9.4  The  Warrantors  shall  procure  that  the  management team of the Group
     submit the matters set forth in Clauses 9.2 and  9.3 for the approval of
     the Joint Management Committee.


10.  CONFIDENTIAL INFORMATION

10.1 Each Seller and Warrantor undertakes to the Buyer  that after Completion
     each of the Sellers and Warrantors shall:

     10.1.1 not use or disclose to any person Confidential Information it has
            or acquires; and

     10.1.2 use  its  reasonable  best  efforts  to prevent the  unlawful  or
            prohibited use or disclosure of Confidential Information.

     Each  Warrantor undertakes to the Buyer that after  Completion  that  it
     shall use  best  efforts to ensure that each Group Company complies with
     Clauses 10.1.1 and 10.1.2.

10.2 Clause 10.1 does not apply to disclosure of Confidential Information:

     10.2.1 to a director,  officer  or  employee  of the Buyer or of a Group
            Company  whose  function  requires him to have  the  Confidential
            Information provided that such  disclosure  is  essential for his
            function  and  is  on the basis that Clause 10.1 applies  to  the
            disclosure by such director, officer or employee;

     10.2.2 required to be disclosed by law, by a rule of a listing authority
            by which a Seller's  shares are listed, a stock exchange on which
            a Seller's shares are  listed  or  traded  or  by  a governmental
            authority  or other authority with relevant powers to  which  the
            Seller is subject  or submits, whether or not the requirement has
            the force of law provided  that the disclosure shall so far as is
            practicable be made after consultation  with  the Buyer and after
            taking into account the Buyer's reasonable requirements as to its
            timing, content and manner of making or despatch; or

     10.2.3 to  an  adviser  for  the  purpose  of  advising  the  Seller  in
            connection  with  the transactions contemplated by this Agreement
            provided that such disclosure is essential for these purposes and
            is on the basis that Clause 10.1 applies to the disclosure by the
            adviser.


11.  ANNOUNCEMENTS

11.1 Subject to Clause 11.2, neither  party  may, before or after Completion,
     make or send a public announcement, communication or circular concerning
     the  transactions  referred to in this Agreement  unless  it  has  first
     obtained  the  other  parties'   written   consent,  which  may  not  be
     unreasonably withheld or delayed.

11.2 Clause 11.1  does not apply to a public announcement,  communication  or
     circular:

     11.2.1 made or  sent by the Buyer after Completion to a customer, client
            or supplier  of  a  Group  Company  informing  it  of the Buyer's
            purchase of the Sale Shares; or

     11.2.2 required  by  law,  by a rule of a listing authority by  which  a
            party's shares are listed,  a  stock exchange on which a parties'
            shares are listed or traded or by  a  governmental  authority  or
            other  authority  with  relevant  powers to which either party is
            subject or submits, whether or not  the requirement has the force
            of law, provided that the public announcement,  communication  or
            circular   shall,  so  far  as  is  practicable,  be  made  after
            consultation with the other parties and after taking into account
            the reasonable  requirements  of  the  other  parties  as  to its
            timing, content and manner of making or despatch.


12.  COSTS

     Except where this Agreement or the relevant document provides otherwise,
     each  party  shall  pay  its  own  costs  relating  to  the negotiation,
     preparation,  execution and performance by it of this Agreement  and  of
     each document referred to in it.


13.  ESCROW ACCOUNT

13.1 If the Buyer desires  to  use  any of the Retained Payment in the Escrow
     Account in settling any Relevant Claim:

     13.1.1 the Buyer shall notify the Sellers' Representatives in writing of
            the Relevant Claim ("Notice  of  Claim"),  stating  in reasonable
            details  the nature of the Relevant Claim and the amount  claimed
            in respect of the Relevant Claim (the "Amount Claimed");

     13.1.2 within five days of receipt of Notice of Claim, the Sellers shall
            notify the Buyer in writing indicating:

           (a) whether  or  not  the  Sellers  accept  responsibility for the
               Relevant Claim; and

           (b) whether or not the Sellers agree to assume  responsibility for
               the Amount Claimed and if they do not, the part  of the Amount
               Claimed they are willing to assume responsibility;

     13.1.3 if  the  Sellers  fail  to  notify  the Buyer in accordance  with
            Clause , the Amount Claimed shall be paid to the Buyer out of the
            Retained Payment standing to the credit of the Escrow Account;

     13.1.4 without prejudice to Clause , if the  Sellers accept liability in
            respect of a Relevant Claim but accept  part  only  of the Amount
            Claimed, that part of the Amount Claimed which is accepted  shall
            be paid to the Buyer out of the Retained Payment standing to  the
            credit of the Escrow Account; and

     13.1.5 if  the  Sellers  accept  the Amount Claimed or, in the event the
            Sellers do not accept liability,  do  not accept the Amount Claim
            or  do  not  accept  part  of  the  Amount Claimed,  there  is  a
            determination of the amount payable in  respect  of  the Relevant
            Claim   by   a   court   or  arbitration  tribunal  of  competent
            jurisdiction against which  no  appeal  has  been  lodged  or  is
            incapable  of being lodged within the statutory time limit or all
            appeals have been exhausted, the amount so accepted or determined
            (in the latter  case less any money previously paid under Clause
            in respect of the  Relevant Claim) shall be paid to the Buyer out
            of the Retained Payment  standing  to  the  credit  of the Escrow
            Account.

13.2 To the extent that a payment to the Buyer out of the Escrow  Account  is
     made  in  partial  satisfaction  of  an  Amount Claimed, such payment is
     deemed  to  be  a  payment on account of the amount  finally  agreed  or
     determined to be payable in respect of the Amount Claimed.

13.3 Subject to the limitation  of  liabilities  as  set forth in Clause 6 of
     this  Agreement, the Sellers' liability in respect  of  Relevant  Claims
     shall not  be  limited by the amount of the Retained Payment standing to
     the credit of the Escrow Account from time to time.

13.4 The balance in the  Escrow  Account  shall  be released according to the
     following schedule:

     13.4.1 On  the  date  which is one week after the  Group's  consolidated
            Accounts for the  financial  year  ending on 31 December 2008 are
            made  available,  two  thirds  of  the  Retained   Payment  after
            deducting  the total of the then outstanding Amounts  Claimed  in
            respect of which  payment  has  not been made under Clause , plus
            all interest accrued as of the date thereof, shall be paid to the
            Sellers by wire transfer of such  amount  to  an  account jointly
            designated by the Sellers.

     13.4.2 On  the  second  anniversary  of  the  Completion  Date, all  the
            remaining   amounts   after  deducting  the  total  of  the  then
            outstanding Amounts Claimed  in  respect of which payment has not
            been made under Clause  from the balance  of  the Escrow Account;
            plus   interest  accrued  as  of  the  date  thereof,  shall   be
            automatically  released  from  the Escrow Account and paid to the
            Sellers by wire transfer of such  amount  to  an  account jointly
            designated by the Sellers.

     13.4.3 After the second anniversary of the Completion Date  (but without
            prejudice  to  Clause ),  to the extent that the balance  of  the
            Escrow Account from time to  time  exceeds  the total of the then
            outstanding Amounts Claimed in respect of which  payment  has not
            been made under Clause , that remaining part of the balance shall
            be paid to the Sellers on a pro-rata basis to their shareholdings
            in the Company immediately prior to Completion.

13.5 On the second anniversary of the Completion Date and simultaneously with
     the release of amounts according to Clause 13.4.2 above, the Buyer shall
     pay  to  the  Sellers  on a pro-rata basis to their shareholdings in the
     Company immediately prior  to  Completion  an  amount  equivalent to the
     product  of (i) the balance remaining in the escrow account  immediately
     prior to the  second  anniversary  of  the Completion Date; and (ii) the
     percentage  increase  in  EBITDA for the financial  year  ending  on  31
     December 2008 over the financial  year  ending  on  31  December 2007 as
     indicated  in  the  Accounts,  provided however, if the EBITDA  for  the
     financial year ending on 31 December  2008 is equivalent to or less than
     the EBITDA for the financial year ending  on 31 December 2007, the Buyer
     will not need to make any such payment to the Sellers.

13.6 If  the  Sellers  or the Buyer are entitled to  money  from  the  Escrow
     Account, the Buyer and the Sellers shall jointly, or under Clause 13.1.3
     or Clause 13.1.5, the Buyer shall individually, within seven days of the
     date on which the entitlement  arises  (the  "Due  Date")  instruct  the
     Escrow  Agent  in  writing  to  release  the money to the Sellers or the
     Buyer, as the case may be.

13.7 Interest  accruing  from time to time on the  balance  of  the  Retained
     Payment standing to the  credit  of the Escrow Account shall be added to
     the Retained Payment standing to the  credit  of  the Escrow Account and
     shall form part of it for the purposes of this Clause .

13.8 The Sellers and the Buyer shall each pay one half of  the Escrow Agent's
     costs in respect of any work done pursuant to this Clause .

13.9 The Buyer and the Sellers acknowledge that the Escrow Agent may withdraw
     from  the  Escrow  Account  an amount of tax on the interest  earned  in
     respect of money held in the  Escrow  Account  for  which  it  is or may
     become liable.

13.10All payments of an Amount Claimed made to the Buyer by the Escrow  Agent
     under  this  Clause   shall  be  made  gross  and  without  deduction or
     withholding of any kind other than any deduction or withholding required
     by law.

13.11If a payment to the Buyer under this Clause  will be or has been subject
     to Tax, the Escrow Agent shall on demand from the Buyer pay to the Buyer
     from  the  Escrow  Account  the  amount  (after taking into account  Tax
     payable  in  respect  of the amount) that will  ensure  that  the  Buyer
     receives and retains a  net  sum equal to the sum it would have received
     had the payment not been subject to Tax.

13.12This Clause 13 shall be in addition  to  and  without  prejudice  to all
     other  rights  and remedies available to the Buyer pursuant to the terms
     and provisions of this Agreement.

13.13Notwithstanding  anything to the contrary in this Clause 13, if there is
     any discrepancy between  this  Clause  13  and the Escrow Agreement, the
     Escrow Agreement shall control and prevail to the extent of discrepancy.


14.  GENERAL

14.1 A variation of this Agreement is valid only  if  it  is  in  writing and
     signed by or on behalf of each party.

14.2 The  failure  to  exercise  or  delay  in  exercising  a right or remedy
     provided  by  this Agreement or by law does not impair or  constitute  a
     waiver of the right  or  remedy or an impairment of or a waiver of other
     rights or remedies.  No single  or partial exercise of a right or remedy
     provided by this Agreement or by  law  prevents  further exercise of the
     right or remedy or the exercise of another right or remedy.

14.3 The  parties'  rights  and  remedies  contained  in this  Agreement  are
     cumulative and not exclusive of rights or remedies provided by law.

14.4 Except to the extent that they have been performed and except where this
     Agreement  provides  otherwise,  the  obligations  contained   in   this
     Agreement remain in force after Completion.

14.5 All  payments  made  by the Sellers under Clauses 6 and 13 shall be made
     gross, free of right of counterclaim or set off and without deduction or
     withholding  of  any kind  other  than  any  deductions  or  withholding
     required by law.

14.6 Any date or period mentioned in this Agreement may be varied or extended
     by written agreement of all the parties hereto, but, as regards any date
     or period so varied  or  extended  as  aforesaid,  or not having been so
     varied or extended, time shall be of the essence of this Agreement.

14.7 Any  provision  of  this Agreement being prohibited by  or  unlawful  or
     unenforceable under any  applicable law actually applied by any court of
     competent jurisdiction shall,  to  the  extent  required by such law, be
     severed  from  this  Agreement and rendered ineffective  so  far  as  is
     possible without modifying the remaining provisions of this Agreement.

14.8 The parties agree that  this  Agreement  is  jointly  drafted by all the
     parties. Accordingly, the parties further agree that any  and  all rules
     of  construction that ambiguity is construed against the drafting  party
     is not  applicable  in  any  disputes  concerning the terms, meaning and
     interpretation of this Agreement.


15.  ENTIRE AGREEMENT

     This  Agreement and each document referred  to  in  it/describe  related
     agreements  constitute  the  entire agreement and supersede any previous
     agreement between the parties  relating  to  the  subject matter of this
     Agreement.


16.  ASSIGNMENT

     This  Agreement  is personal to each Seller.  Accordingly,  each  Seller
     shall not assign,  transfer, declare a trust of the benefit of or in any
     other way alienate any  of  its  rights  under this Agreement whether in
     whole or in part.


17.  NOTICES

17.1 A  notice  or  other  communication  under or in  connection  with  this
     Agreement (a "Notice") shall be:

     17.1.1 in writing;

     17.1.2 in the English language; and

     17.1.3 delivered personally or sent by  courier  or  by fax to the party
            due to receive the Notice to the address set out in Clause  or to
            an  alternative address, person or fax number specified  by  that
            party  by not less than 7 days' written notice to the other party
            received before the Notice was despatched.

17.2 Unless there is  evidence  that  it  was  received  earlier, a Notice is
     deemed given if:

     17.2.1 delivered  personally, when left at the address  referred  to  in
            Clause 17.1.3;

     17.2.2 sent by courier, four Business Days after posting it; and

     17.2.3 sent by fax,  when  confirmation  of  its  transmission  has been
            recorded by the sender's fax machine.

17.3 The address referred to in Clause  is:

-----------------------------------------------------------------------------
|Name of party|Address                                           |Facsimile |
|             |                                                  |No.       |
-----------------------------------------------------------------------------
|CV           |0/0 ChinaVest Services Limited, P.O.Box 9955 GPO, |+852-2845-|
|Distribution |Hong Kong                                         |2949      |
|Services Ltd.|                                                  |          |
-----------------------------------------------------------------------------
|Swingside    |5705 57th Floor, The Centre, 99 Queen's Road      |+86-21-   |
|Limited      |Central, Hong Kong                                |6160-1198 |
-----------------------------------------------------------------------------
|SEAVI Advent |Attention: Mr Derrick Lee Meow Chan / Mr Hoe Boon |+ 65-6339-|
|CHL          |Kwee                                              |8247      |
|Investments  |c/o 331 North Bridge Road, #05-04 Odeon Towers,   |          |
|Ltd.         |Singapore, 188720                                 |          |
-----------------------------------------------------------------------------
|Fortis       |Attention: Mr Derrick Lee Meow Chan / Mr Hoe Boon |+ 65 6339 |
|Private      |Kwee                                              |8247      |
|Equity Asia  |c/o 331 North Bridge Road, #05-04 Odeon Towers,   |          |
|Fund N.V.    |Singapore, 188720                                 |          |
-----------------------------------------------------------------------------
|Prosper Field|Kingston Chambers, P. O. Box 173, Road Town,      |+86-21-   |
|Holdings     |Tortola, British Virgin Islands                   |6160-1198 |
|Limited      |                                                  |          |
-----------------------------------------------------------------------------
|Johnson Shen |No.190, Lane 3588 Dushi Road, Minghang District,  |+86-21-   |
|Qiwei        |Shanghai PRC, 201108                              |6160-1198 |
-----------------------------------------------------------------------------
|Jimmy Kang   |Room101, 139 Lijiang Shanshui, 999 Huajing Road,  |+86-21-   |
|Jimin        |Xuhui District, Shanghai PRC, 200231              |6160-1198 |
-----------------------------------------------------------------------------
|Menlo        |To each of:                                       |To each   |
|Worldwide,   |(i) Ms. Jennifer W. Pileggi, Senior Vice          |of:       |
|LLC          |President, General Counsel and Secretary, Con-Way |(i) +1-   |
|             |Inc.                                              |650-378-  |
|             |2855 Campus Drive, Suite 300                      |5464      |
|             |San Mateo, CA     94403                           |(ii) +852-|
|             |USA                                               |2737-2611 |
|             |                                                  |          |
|             |(ii) Mr. Frank W. Lange, Director, Strategic      |          |
|             |Acquisitions, Con-Way, Inc.                       |          |
|             |2855 Campus Drive, Suite 300                      |          |
|             |San Mateo, CA     94403                           |          |
|             |USA                                               |          |
-----------------------------------------------------------------------------



18.  FORCE MAJEURE.

     Neither  party shall be liable to the other for any default or delay  in
     performing  any of its obligations if caused, directly or indirectly, by
     fire, flood, earthquake, acts of God, strikes, riots or civil disorders,
     unavoidable casualty,  governmental  order  or  state of war, accidents,
     interruptions of transportation facilities or delays  in transit, supply
     shortages, failure of computers or equipment to properly  process dates,
     or any cause beyond the reasonable control of a party.  Should  a  force
     majeure  event  occur  and  affect  a  party's  ability  to  perform its
     obligations   hereunder,   the   party  so  affected  shall  notify  its
     counterparty of the happening of any  such  event  within  a  reasonable
     period  of  time.   If  due  to  such cause performance by the party  is
     delayed, the period for performance  shall  be extended for a reasonable
     period of time to allow for completion of performance.


19.  GOVERNING LAW AND JURISDICTION

19.1 This  Agreement  is governed by Hong Kong law,  without  regard  to  its
     conflict of laws rules.

19.2 Any dispute, controversy  or  claim arising out of or in connection with
     this  Agreement,  or  the  breach,  termination  or  invalidity  thereof
     ("Dispute"), shall be settled  by  arbitration  in  accordance  with the
     UNCITRAL  Arbitration Rules as at present in force and as may be amended
     by the rest  of  this Clause. The appointing authority shall be the Hong
     Kong  International   Arbitration  Centre.  There  shall  be  three  (3)
     arbitrators. The Buyer  shall be entitled to appoint one (1) arbitrator.
     The Warrantors and Sellers  shall be entitled to jointly appoint one (1)
     arbitrator. The third arbitrator who shall be of a different nationality
     from any of the parties shall  be agreed upon by the two party appointed
     arbitrators within thirty (30) days  of  the  appointment  of the second
     arbitrator or, in default thereof, be appointed by the Chairman  of  the
     Hong  Kong  International  Arbitration  Centre. The place of arbitration
     shall be Hong Kong. The language in the arbitration proceedings shall be
     English.  The  arbitral  tribunal  may  not award  exemplary,  punitive,
     multiple or any form of non-compensatory damages. The decision and award
     of the arbitral tribunal shall be final and  binding  on the Parties and
     may  be entered and enforced in any court having jurisdiction,  and  the
     Parties  irrevocably and unconditionally waive any and all rights to any
     form of appeal,  review  or  recourse  to  any  state  or other judicial
     authority, insofar as such waiver may be validly made.   Notwithstanding
     the  foregoing,  the  Parties  shall  have  the  right  to  seek interim
     injunctive  relief  or  other  interim  relief from a court of competent
     jurisdiction, before the arbitral tribunal  has  been appointed. Without
     prejudice  to  such  provisional remedies as maybe available  under  the
     jurisdiction of a national  court, the arbitral tribunal shall have full
     authority to grant provisional  remedies or order the parties to request
     that a court modify or vacate any temporary or preliminary relief issued
     by such court, and to award damages  for  the  failure  of  any party to
     respect the arbitral tribunal's orders to that effect.

19.3 The  parties  agree  that  the  documents  which  start  any proceedings
     relating to a Dispute and any other documents required to  be  served in
     relation  to  such proceedings may be served on the Seller in accordance
     with Clause .   These  documents  may,  however,  be served in any other
     manner allowed by law.  This Clause  applies to all proceedings wherever
     started.


20.  GOVERNING LANGUAGE

20.1 Each  notice,  demand,  request, statement, instrument,  certificate  or
     other communication given,  delivered  or  made  by a party to any other
     party under or in connection with this Agreement shall be:

     20.1.1 in English; or

     20.1.2 if not in English, accompanied by an English  translation made by
            a translator, and certified by such translator to be accurate.

20.2 The receiving party shall be entitled to assume the accuracy of and rely
     upon  any  English  translation  of  any document provided  pursuant  to
     Clause 20.1.2.


21.  FURTHER ASSURANCES

21.1 Subject to Completion, each of the Sellers agrees with and undertakes to
     the  Buyer  that at any time and from time  to  time  upon  the  written
     request of the  Buyer,  it  shall  do,  execute and perform such further
     acts, deeds, documents and things as the Buyer may reasonably require:

     21.1.1 to effectively vest beneficial ownership  of  the  Sale Shares in
            the Buyer or as it may direct free from all encumbrances;

     21.1.2 to  give  the full effect of this Agreement and confer  the  full
            benefit of  this  Agreement on the Buyer (or such other person as
            it may direct); and

     21.1.3 for  the purpose of  enforcing  the  Buyer's  rights  under  this
            Agreement against any third party.

21.2 Subject to Completion,  the  Buyer  agrees  with  and  undertakes to the
     Sellers that at any time and from time to time upon the  written request
     of the Sellers' Representatives, it shall do, execute and  perform  such
     further  acts, deeds, documents and things as the Sellers may reasonably
     require:

     21.2.1 to  give  the  full  effect of this Agreement and confer the full
            benefit of this Agreement on the Sellers (or such other person as
            it may direct); and

     21.2.2 for  the purpose of enforcing  the  Sellers'  rights  under  this
            Agreement against any third party.


22.  COUNTERPARTS

     This Agreement  may  be  executed in any number of counterparts, each of
     which shall be considered  one  and  the same agreement and shall become
     effective when two or more counterparts  have been signed by each of the
     parties and delivered to the other parties.












   SCHEDULE  1 INFORMATION ABOUT THE SELLERS, COMPANY AND THE SUBSIDIARIES

                            PART A:  THE SELLERS



-----------------------------------------------------------------------------
|(1) Seller      |(2) Sale Shares     |(3) Percentage of Total Outstanding  |
|                |                    |Shares of the Company                |
|                |--------------------|                                     |
|                |Preferred |Ordinary |                                     |
|                |Sale      |Sale     |                                     |
|                |Shares    |Shares   |                                     |
-----------------------------------------------------------------------------
|CV Distribution |446,119   |N/A      |33.39%                               |
|Services Ltd.   |Preferred |         |                                     |
|                |A Shares  |         |                                     |
|                |          |         |                                     |
|                |30,556    |         |                                     |
|                |Preferred |         |                                     |
|                |B Shares  |         |                                     |
-----------------------------------------------------------------------------
|SEAVI Advent CHL|274,525   |N/A      |19.23%                               |
|Investments Ltd.|Preferred |         |                                     |
|                |B Shares  |         |                                     |
-----------------------------------------------------------------------------
|Fortis Private  |82,357    |N/A      |5.77%                                |
|Equity Asia Fund|Preferred |         |                                     |
|N.V.            |B Shares  |         |                                     |
-----------------------------------------------------------------------------
|Swingside       |N/A       |449,222  |31.46%                               |
|Limited         |          |Ordinary |                                     |
|                |          |Shares   |                                     |
-----------------------------------------------------------------------------
|Prosper Field   |N/A       |144,999  |10.15%                               |
|Holdings Limited|          |Ordinary |                                     |
|                |          |Shares   |                                     |
-----------------------------------------------------------------------------







                             PART B: THE COMPANY

                            Chic Holdings Limited


1.   Registered number:                 MC-89785

2.   Place of incorporation:            Cayman Islands

3.   Address  of  registered  office:   the  offices  of   Maples  and  Calder,
                                        Attorneys-at-Law, Ugland House, P.O.
                                        Box 309, George Town,  Grand  Cayman,
                                        Cayman Islands,  British  West Indies

4.   Authorised share capital:          US$50,000

5.   Issued share capital:              446,119 Series A Preference Shares,
                                        387,438 Series B Preference Shares,
                                        594,221 Ordinary Shares

6.   Directors:                         Edward Collins, Derrick Lee and
                                        Johnson Shen

7.   Secretary:                         N/A

8.   Accounting reference date:         December 31

9.   Auditors:                          Deloitte Touche  Tohmatsu Huayong
                                        Public Accountants Co., Ltd.










                          PART C: THE SUBSIDIARIES

                    (a) Shanghai Chic Logistics Co., Ltd.



1.   Registered number:                 Qiduhuzongzi No. 032505 (Putuo)

2.   Place of incorporation:            Shanghai, China

3.   Address of registered office:      No.  55,  Lane   356,  Gu  Lang  Road,
                                        Putuo District

4.   Total investment                   US$ 15,000,000

5.   Registered capital:                US$ 8,500,000

6.   Paid-in capital:                   US$ 8,500,000

7.   Directors:                         Johnson Shen, Ping Li, and Chan Lau
                                        Yui Kevin




             (b) Shanghai Chic Supply Chain Management Co., Ltd.



1.   Registered number:                 No. 3101152025477

2.   Place of incorporation:            Shanghai

3.   Address of registered office:      Section  L, the 6th  Floor,  No.12
                                        Building,Xiya Road, Shanghai
                                        Waigaoqiao Free Trade Zone

4.   Registered capital:                RMB 10,000,000

5.   Paid-in capital:                   RMB 10,000,000

6.   Directors:                         Johnson Shen, Ping Li, and Chan
                                        Lau Yui Kevin















            (c) Shanghai Chic Storage and Transportation Co., Ltd.



1.   Registered number:                 No.310227000543077

2.   Place of incorporation:            Shanghai

3.   Address of registered office:      Xinmin Development Zone, Songjiang
                                        District

4.   Registered capital:                RMB 8,000,000

5.   Paid-in capital:                   RMB 8,000,000

6.   Executive Director:                Johnson Shen



                  (d) Shanghai New Chic Logistics Co., Ltd.



1.   Registered number:                 No. 3102292103686

2.   Place of incorporation:            Shanghai

3.   Address of registered office:      No. 1-364,  Hexiang  Road, Baihe
                                        Town, Qingpu District, Shanghai

4.   Registered capital:                RMB500,000

5.   Paid-in capital:                   RMB500,000

6.   Executive Director:                Johnson Shen









                     SCHEDULE  2 COMPLETION REQUIREMENTS

1.      Sellers' obligations

1.1    At Completion the Sellers and Warrantors shall  deliver to the Buyer's
       Legal Counsel:

       1.1.1.a  closing  certificate, dated the Completion  Date,  certifying
             that  (i)  each  condition  specified  in  Clause  3.1  of  this
             Agreement has  been  fulfilled;  (ii)  each  Warranty  is  true,
             accurate  and not misleading; (iii) each covenant of the Sellers
             to be performed  prior  to  Completion  under this Agreement has
             been duly fulfilled; and (iv) there has been no Material Adverse
             Change since the date of this Agreement;

       1.1.2.written resolutions of the board of directors  of the Company as
             referenced to in Clause 1.2 of this Schedule;

       1.1.3.duly executed transfer(s) in respect of the Sale  Shares  to the
             Buyer and the share certificate(s) for the Sale Shares issued to
             the Buyer;

       1.1.4.updated  Register of Members and Register of Directors certified
             by the Company;

       1.1.5.as evidence of the authority of each person executing a document
             referred to in this Schedule 2 on a Seller's behalf:

           (a) a copy of  the minutes of a duly held meeting of the directors
               of  the Seller  (or  a  duly  constituted  committee  thereof)
               authorising  the  execution by the Seller of the document and,
               where such execution is authorised by a committee of the board
               of directors of the  Seller,  a  copy of the minutes of a duly
               held meeting of the directors constituting  such  committee or
               the relevant extract thereof; or

           (b) a copy of the power of attorney conferring the authority,

           in  each  case  certified to be a true copy by a director  or  the
           secretary of the Seller;

       1.1.6.the common seal,  company seal and finance seal (if any) of each
             Group  Company;  each  register,  minute  book  and  other  book
             required to be kept by each Group Company under relevant laws or
             regulations made up to the Completion Date; and each certificate
             of   incorporation,    certificate    of   approval   and   road
             transportation license for each Group Company;

       1.1.7.share   certificates  for  all  issued  shares   or   investment
             certificates   (or   certificate   of  verification  of  capital
             contribution issued by such firm of  certified  public  accounts
             qualified  to  issue  the same) for all equity interests in  the
             registered  capital  of  each   Subsidiary   and   executed  but
             uncompleted   transfers   and   declarations  of  trust  by  the
             registered  owner  in  respect of all  those  shares  or  equity
             interests that are beneficially  owned  by but not registered in
             the name of a Group Company;

       1.1.8.the Ancillary Documentation duly executed by all parties to such
             Ancillary Documentation;

       1.1.9.letter of resignations in the agreed form  from  each  director,
             supervisor (if applicable) and secretary (as the case may be) of
             each Group Company expressed to take effect from the end  of the
             meeting  held  at  Completion  pursuant  to paragraph 1.2 with a
             statement confirming that the director, secretary  or supervisor
             (as  the  case  may  be)  has no claim against such company  for
             compensation or loss of office or otherwise;

       1.1.10.all documentation relating  to  the Intellectual Property Rights
             including  (without limitation) the  original  registration  and
             renewal certificate for each of the Intellectual Property Rights
             which are registered or pending as at Completion;

       1.1.11.the certificate  of  good  standing  as  referenced to in Clause
             3.1.6 of the Agreement;

       1.1.12.copy  of  all  executed  instruments  for  replacement   of  the
             directors and supervisors as required under Clause 3.1.7 of  the
             Agreement;

       1.1.13.copy of all executed written statement confirming such resigning
             director  or  supervisor  has  no claim against such company for
             compensation or loss of office or otherwise;

       1.1.14.copy of the termination agreement as required under Clause 3.1.8
             of the Agreement;

       1.1.15.the financial statement as referenced  to  in  Clause 3.1.10 of
             the Agreement;

       1.1.16.the  legal  opinions as referenced to in Clause 3.1.11  of  the
             Agreement;

       1.1.17.copies of the  agreements  as referenced to in Clause 3.1.12 of
             the Agreement;

       1.1.18.the  Tax Deed and the Escrow  Agreement  as  referenced  to  in
             Clause 3.1.13 of the Agreement;

       1.1.19.copy of  the letter of understanding as referenced to in Clause
             3.1.14 of the Agreement;

       1.1.20.copy of the  renewed  service  contracts  with  each of ICI and
             Butler as referenced to in Clauses 3.1.15 of the Agreement;

       1.1.21.evidence  of  effective  completion  of  the  transactions   as
             referenced to in Clauses 3.1.16 and 3.1.17 of the Agreement;

       1.1.22.copy  of  the  termination agreement as referenced to in Clause
             3.1.18 of the Agreement;

       1.1.23.copy  of  the  non-disclosure   and  non-compete  agreement  as
             referenced to in Clause 3.1.19 of the Agreement;

       1.1.24.copy   of  the  cancellation  and  arrangement   documents   as
             referenced to in Clause 3.1.20 of the Agreement;

       1.1.25.copy of  the amendment agreement as referenced in clause 3.1.21
             of the Agreement;

       1.1.26.copy of the  insurance  policies  as  referenced  to  in Clause
             3.1.22 of the Agreement;

       1.1.27.original of the joint closing certificate as referenced  to  in
             Clause 3.1.23 of the Agreement; and

       1.1.28.original  of  the  consent  and  waiver as referenced in clause
             3.1.25 of the Agreement.

1.2    The Sellers shall ensure that at Completion  a meeting of the board of
       directors of the Company is held at which the directors resolve to:

       1.2.1.approve the transactions contemplated under this Agreement;

       1.2.2.approve  this Agreement for each Seller transferring  shares  to
             the purchaser,

       1.2.3.approve the  entry in the register of members and the issue of a
             certificate or certificates under the name of the Buyer,

       1.2.4.authorise the  appointment  of the new directors as nominated by
             the purchaser,

       1.2.5.confirm their resignation as  directors following the closing of
             the board meeting, and

       1.2.6.confirm the change of registered  office to a place nominated by
             the Buyer along with change of company secretary.

1.3    If required by the Buyer, the Sellers shall  ensure  that  immediately
       after  the board meeting referred to in paragraph , a meeting  of  the
       board of  directors of each Subsidiary is held to deal with any matter
       referred to in paragraph 1.2.








                      SCHEDULE  3 ACCOUNTING PRINCIPLES





   The FY2007 Actual  EBITDA  to  be used in the Earn-Out Payment calculation
   shall be prepared in accordance  with  the  IFRS  in  force on 31 December
   2007, subject to the following adjustments:

        (a) inclusion  in  revenue  of  subsidy  income  which  is  currently
            included in the financial statements as "Other Operating  Income"
            and  is  related to any recurrent Tax refunds (including but  not
            limited to  any  enterprise  income  tax  business tax subsidies)
            granted  by the local government for transportation  and  storage
            enterprises  or  for  foreign invested companies but such subsidy
            income shall not exceed  RMB2,600,000  for the calculation of the
            FY2007 Actual EBITDA;

        (b) inclusion  of all revenues and expenses related  to  the  Group's
            business incurred  by  Chic  S&T  and  New  Chic  during  FY2007,
            including the period prior to Completion;

        (c) exclusion  from  the  Company's  expenses  of verifiable expenses
            incurred  by  the Sellers or the Group related  to  the  proposed
            transactions contemplated in this Agreement up to US$200,000;

        (d) inclusion in the  Company's  costs  and expenses of all costs and
            expenses incurred or to be incurred by  the  Group in relation to
            the termination of the Service and Undertakings  Agreement signed
            between Chic SCM and Chic S&T in December 2006; and

        (e) inclusion in the Company's costs and expenses of expenses related
            to execution of the Group Companies' Employee Benefit Plan.


   Should  any disagreement arise between the Buyer and the Sellers  relating
   to this Schedule  3,  such matter will be resolved pursuant to the dispute
   resolution process set forth in Clause 19.2 of this Agreement.





                           SCHEDULE  4 WARRANTIES



All Warranties contained herein  are  made  subject  to  the  exceptions with
respect thereto which are noted in the schedules delivered by the Sellers and
Warrantors  to  the  Buyer  concurrently  herewith  and  identified  as   the
"Disclosure  Letter"  and  further,  with  respect to Warranties contained in
clauses 8, 10, 11, 13, 14, 16, 20, 21 22, 23, 24, 25 and 26, when made by the
Preferred Share Sellers, each in its capacity  as  a  Seller, such Warranties
are qualified by the knowledge of such Seller.

PART A - WARRANTIES IN RESPECT OF THE GROUP COMPANIES



   1.Corporate Organisation.  Each Group Company is a company duly organized,
     validly existing and in good standing under the laws of the jurisdiction
     in  which it was incorporated. Each Group Company and  their  respective
     branch  companies  so registered have received all Permits necessary for
     their establishment and the conduct of their business as such, including
     but not limited to appropriate  Business  Licenses  and  Road  Transport
     Operation  Permits  (if applicable). The Warranties in this item 1  with
     respect to branch companies  made  by  the  Preferred  Share Sellers are
     subject to their knowledge.

   2.Corporate Actions.  The transactions contemplated herein  have been duly
     authorized by the applicable Group Company.

   3.Capitalization.   The  Sale  Shares comprise the whole of the  Company's
     allotted and issued share capital  and  have  been properly allotted and
     issued and are fully paid; the registered capital  of  the  Subsidiaries
     has  been fully paid up by its immediate investors and duly verified  by
     PRC certified  accountants.   Each  Group Company has taken no action to
     issue any of the authorised but unissued  share  capital  of  the  Group
     Company  and except as disclosed in the Disclosure Letter, there are  no
     outstanding:  (i)  options,  warrants  or  other  rights  to purchase or
     subscribe  to  investment  interests  in  the  Group  Company;  or  (ii)
     agreements  or  arrangements  in force which provide for the present  or
     future issue, allotment or transfer  of or grant to any person the right
     (whether conditional or otherwise) to  call  for the issue, allotment or
     transfer of any share or interest of the Group  Companies (including any
     option or right of pre-emption or conversion).

   4.Ownership of the Group Company.  The Sellers are the legal, recorded and
     beneficial   owners  of  the  Sale  Shares,  free  and  clear   of   all
     Encumbrances. The Company is the legal, recorded and beneficial owner of
     100% of the equity  interest  of  Chic  Logistics, free and clear of all
     Encumbrances. Chic Logistics is the legal, recorded and beneficial owner
     of 100% of the equity interest of each of  Chic  SCM  and Chic S&T, free
     and  clear of all Encumbrances. After the consummation of  the  transfer
     contemplated  under Clause 3.1.17, Chic Logistics is the legal, recorded
     and beneficial  owner  of  100% of the equity interest of New Chic, free
     and clear of all Encumbrances.  Other than the Sale Shares, the Sellers,
     the Warrantors or any third  parties  do not legally or beneficially own
     or control any other shares/equity interest  or  convertible debentures,
     options,  warrants,  rights,  calls, commitments, conversion  rights  or
     other instruments or agreements  providing for the purchase, issuance or
     sale of any shares of any Group Company.

   5.Subsidiaries and Affiliates.  Each Group Company has no subsidiaries and
     branch  companies  other  than  the subsidiaries  and  branch  companies
     disclosed in this Agreement and the  Disclosure Letter and does not own,
     directly or indirectly, any capital stock  or  other equity or ownership
     or  proprietary  interest in any corporation, partnership,  association,
     trust, joint venture  or  other  entity  other than the subsidiaries and
     branch companies disclosed in this Agreement  and the Disclosure Letter.
     Each  Group  Company  has  received  all  Permits  necessary   for   its
     investments  in  and for the conduct of business of the subsidiaries and
     branch companies disclosed  in  this Agreement and the Disclosure Letter
     Each Subsidiaries and each of their  branch  companies disclosed in this
     Agreement  and the Disclosure Letter is validly  existing  and  in  good
     standing. The Warranties in this item 5 with respect to branch companies
     made by the Preferred Share Sellers are subject to their knowledge.

   6.No Violation.  Neither the execution and delivery of this Agreement, any
     Ancillary Documentation nor the consummation of the sale and purchase of
     the Sale Shares  contemplated  hereby  will violate any provision of the
     constitutive documents of the Company or will violate, or be in conflict
     with, or constitute a default (or an event,  which, with notice or lapse
     of time or both, would constitute a default) under,  or  result  in  the
     termination  of  or  give  any  other person the right to terminate, any
     contract, indenture, mortgage, deed  of  trust,  loan  agreement  or any
     other  agreement,  contract  or  instrument,  which violation, conflict,
     default or termination would reasonably  be  expected to have a material
     adverse effect on any Group Company, or violate  any  applicable  law or
     any  final  judgment  of  any court with competent jurisdiction over any
     Group Company and the subject  matter,  which violation would reasonably
     be expected to have a material adverse effect on any Group Company.

   7.Accounts.  The Accounts and the Group's consolidated  accounts, each for
     the  financial  year  ended 31 December 2006, 31 December  2005  and  31
     December  2004  ,  have been  prepared  and  audited  on  a  proper  and
     consistent basis in accordance with IFRS and based on the opinion of the
     Company's  auditors  of  international  professional  reputation  (which
     opinion is issued on the  basis  of the true and complete books, records
     and other materials provided by each  Group  Company),  show  a true and
     complete   view  of  the  assets  and  liabilities  (whether  actual  or
     contingent)  and trading position of each Group Company and the Group at
     the specific time stated therein, and of the profits and losses and cash
     flows for time  period  stated  therein. The management accounts for the
     period from January 1 2007 to the relevant management account dates have
     been prepared by the Company's Accountants  on  a  proper and consistent
     basis in accordance with IFRS and show a true and complete  view  of the
     assets  and  liabilities  (whether  actual  or  contingent)  and trading
     position of the Company on the relevant management account dates  and of
     the  profits  and  losses and cash flows for the the relevant management
     account periods. Notwithstanding the foregoing, neither SEAVI nor Fortis
     makes any representations or warranties with respect to the Accounts and
     the Group's consolidated  accounts  for  the  financial  year  ended  31
     December  2004  and  the  Warranties  in this item 7 with respect to the
     management accounts for the period from  January  1 2007 to the relevant
     management account dates are subject to best knowledge  of the Preferred
     Share Sellers.

   8.Sales  Growth  and  Financial  Projections.   There  are no existing  or
     imminent   matters   in   any   Group  Company  that  will  impede   the
     sustainability of any Group Company's sales growth and profitability and
     the Financial Projections were prepared by the management of the Company
     with due care and diligence based  on  proper and reasonable assumptions
     and were properly reviewed by the board of directors of the Company.

   9.Absence  of Changes.  Since the Last Accounting  Date,  other  than  for
     purposes of  effectuating transactions contemplated under this Agreement
     and the Ancillary  Documentation:  (i) Each Group Company's business has
     been operated in the usual way so as  to maintain it as a going concern;
     (ii)  there has been no Material Adverse  Change  in  the  financial  or
     trading  position  of  any  Group  Company  or  the  Group; and (iii) no
     material change has occurred in the assets and liabilities  shown in the
     Accounts  and there has been no material reduction in the value  of  the
     net tangible  assets of any Group Company on the basis of the valuations
     used in the Accounts.   Without  limiting  the foregoing, since the Last
     Accounting  Date, other than the transactions  contemplated  under  this
     Agreement and  the Ancillary Documentation,  there has not occurred: (i)
     any material change  in:  (a) any accounting, financial reporting or tax
     practice  or  policy  of  any  Group  Company;  or  (b)  any  method  of
     calculating any bad debt, contingency  or  other  reserve  of  any Group
     Company  for  accounting,  financial  reporting or tax purposes, or  any
     change in the fiscal year of any Group  Company;  (ii) any change in the
     general pricing practices or policies of any Group Company except in the
     ordinary  course  of  business; (iii) except in the ordinary  course  of
     business, any acquisition  or disposition of any assets or properties of
     any Group Company; (iv) any  declaration  or  payment of any dividend or
     distribution  save  as  provided  in the Accounts;  (v)  no  substantial
     supplier  or customer of the business  of  any  Group  Company  has  (a)
     stopped or  indicated  an  intention to stop, trading with the business,
     (b)  reduced or indicated an  intention  to  reduce,  substantially  its
     trading with any Group Company, or (c) changed or indicated an intention
     to change, substantially the terms on which it is prepared to trade with
     any Group Company.

   10.Assets,  Equipment and Stock.  Each Group Company owns or has the right
     to use each  asset essential for the effective operation of its business
     without any disturbance  and  subject  to  exceptions  disclosed  in the
     Disclosure  Letter,  self-owned  assets are assets of such Group Company
     free of any Encumbrance. All material  warehouses,  plant,  vehicles and
     equipment  owned  or  used  by each Group Company is in reasonably  good
     condition  and  has been properly  maintained.   No  Group  Company  has
     provided any service  which  is  or  was  in  any material respect below
     industry  standard.   All  trucks and other vehicles  owned,  leased  or
     controlled by each Group Company  have  the appropriate vehicle licenses
     and road transport licenses suitable for the activities they are engaged
     in. The drivers contracted with each Group  Company have the appropriate
     drivers'  licenses, business qualifications and  operation  license  for
     handling of dangerous goods (if applicable) necessary for the activities
     they are engaged in.

   11.Intellectual  Property.  The  Intellectual Property Rights are legally,
     beneficially and exclusively owned  by  a  Group  Company,  without  any
     Encumbrance,  restriction  on  use,  and  is  not  subject to a claim or
     opposition  from any other party as to title, validity,  enforceability,
     entitlement,  assignment  or otherwise, or validly granted to such Group
     Company subject a licensing agreement. Any and all fees required of such
     Group Company for the maintenance  of  the  Intellectual Property Rights
     have been paid by such Group Company, and all  actions  required of such
     Group  Company  to  maintain  and  protect  the  registered Intellectual
     Property  Rights  have been taken by such Group Company.   There  is  no
     pending or threatened  proceeding  or  dispute  by or against such Group
     Company  in  respect  of  the Intellectual Property Rights.  Each  Group
     Company has not granted and  is  not  obliged  to  grant  a  license  or
     assignment or other right in respect of any of the Intellectual Property
     Rights.  The Intellectual Property Rights constitute all of the material
     intellectual  property  required and essentially used in the business of
     each  Group Company as it  was  carried  on  before  the  date  of  this
     Agreement.

   12.Taxes.   Except  as  otherwise disclosed in the Disclosure Letter, each
     Group Company has properly,  appropriately  and duly completed and filed
     all tax reports, returns, information, notices  and  statement  that are
     required to be filed by it under the applicable law and has properly and
     duly paid, deducted or withheld all Taxes and other charges required  to
     be  paid, deducted or withheld (including but not limited to any related
     party  transactions)  in respect of all periods covered by such returns,
     report or statements by any competent Tax Authority.  Each Group Company
     does not have any tax obligations  or  penalties outstanding, pending or
     threatened. Each Group Company has not engaged  in,  or been a party to,
     any  transaction or series of transactions or scheme or  arrangement  of
     which  the  main  purpose,  or one of the main purposes, was or could be
     construed to be the illegal evasion of Taxes. Each Group Company has not
     been the subject of an investigation, discovery or order by or involving
     any Tax Authority and there are  no circumstances existing which make it
     likely that an investigation, discovery or order will be made. There are
     no  known  pending  or  threatened disputes,  audits  or  investigations
     relating to any Taxes for which any Group Company may be held liable.

   13.Contracts.  Each material contract agreement, arrangement or obligation
     to which any Group Company  is a party ("Material Agreement") is in full
     force and effect, and there exists  no  default  or  event of default or
     event,  occurrence, condition or act which, with the giving  of  notice,
     the lapse  of  time  or  the  happening of any other event or condition,
     would become a default or event  of default thereunder, which default or
     event of default would be reasonably expected to have a Material Adverse
     Effect on the Group Companies. No  approval  or  consent of any party is
     needed  for all of the Material Agreements to continue  to  be  in  full
     force and  effect  within  and  in  accordance  with the terms contained
     therein.   There   are   no  agreements,  understandings   or   proposed
     transactions between a Group  Company  and  any of its Affiliates or the
     Sellers' Affiliates.

   14.Insurance.  Each Group Company has in place  all  material  policies of
     insurance   customary and sufficient for the conduct of its business  as
     currently operated,  for  the  material  warehouses,  offices  and other
     essential properties owned or leased by it, and for compliance with  all
     relevant  requirements  of law or regulations; such policies are in full
     force and effect; and all  premiums due and payable with respect thereto
     have been paid, and no notice  of  cancellation  or termination has been
     received with respect to any such policies, and each  Group  Company has
     complied in all material respects with the terms and conditions  of such
     policies.

   15.Legal  Compliance.  Each Group Company is in compliance in all material
     respects with all legal requirements (including, but not limited to, all
     applicable  Environmental  Laws) applicable to or affecting its business
     as undertaken up until the date of this Agreement, the non-compliance of
     which would be reasonably expected  to have a Material Adverse Effect on
     the Group Companies, and each Group Company  has not received any notice
     from  any  government  authority  of  non-compliance   with   any  legal
     requirement,  nor  is  the  Company  subject to any proceeding currently
     pending, or threatened with respect to  any  alleged  violation thereof.
     No  act or transaction has been effected by or on behalf  of  any  Group
     Company,  nor  any  of  their  directors,  officers or senior management
     staff, involving the illegal making or authorising  of  any  payment, or
     the  giving  of  anything  of  value,  to any government official, party
     official,  or  any  potential  or existing client  for  the  purpose  of
     influencing the recipient in his  official  capacity  in order to obtain
     business,  retain  business or direct business to any Group  Company  or
     other person.



   16.Litigation.  There  is  no  employee,  director or officer claim, legal
     action,  suit, inquiry, proceeding or investigation  by  or  before  any
     court, governmental  or  regulatory body pending by or against any Group
     Company.  There are no facts  or  circumstances  in existence that would
     reasonably  be  expected  to  give  rise to such employee,  director  or
     officer claim, legal action, suit, inquiry, proceeding or investigation.
     No injunction, writ, temporary restraining order, decree or any order of
     any nature has been issued by any court  or other governmental authority
     purporting to enjoin or restrain the execution,  delivery or performance
     of  this  Agreement or the Ancillary Documentation.   Each  of  Ordinary
     Share Sellers and CVDS represents that each Group Company is not subject
     to, nor has  it,  during  the  five  (5) years prior to the date of this
     Agreement, been subject to, any judgment, order or decree entered in any
     lawsuit or proceeding. Each of SEAVI and  Fortis  represents  that  each
     Group  Company  is  not subject to, nor has it, during the two (2) years
     prior to the date of  this  Agreement,  been  subject  to, any judgment,
     order or decree entered in any lawsuit or proceeding.

       (a)None  of  the  Sellers  and  the Group Companies is a plaintiff  or
          defendant in or otherwise a party to any litigation, arbitration or
          administrative proceedings which  are  in progress or threatened or
          pending by or against or concerning any  of  the Group Companies or
          any of its assets.

       (b) So far as any of the Sellers is aware, no governmental or official
          investigation or inquiry concerning any of the  Group  Companies is
          in progress or pending.

       (c)    None  of  the  Sellers is aware of any circumstances which  are
          likely  to give rise  to  any  such  proceeding,  investigation  or
          inquiry as is referred to in paragraph (a) or paragraph (b).

       (d)   There  is  no  action,  suit,  proceeding, claim, arbitration or
          investigation ("Action") pending (or, to the best knowledge of each
          of  the  Group  Companies  and  each  of   the  Sellers,  currently
          threatened) against any of  any of the Group  Companies,  any Group
          Companies  activities,  properties  or  assets  or, to the best  of
          knowledge  of  any of the Group Companies and the Sellers,  against
          any officer, director  or employee of any of the Group Companies in
          connection   with   such  officer's,   director's   or   employee's
          relationship with, or  actions  taken on behalf of any of the Group
          Companies. To the best knowledge  of any of the Group Companies and
          any of the Sellers, there is no factual or legal basis for any such
          Action that might result, individually  or in the aggregate, in any
          material  adverse  change  in  the  business,  properties,  assets,
          financial condition, affairs or prospects  of  the Companies. There
          are  no Actions pending or, to the best knowledge  of  any  of  the
          Group  Companies  and  any of the Sellers, threatened (or any basis
          therefor), relating to the  prior  employment  of  any of the Group
          Companies  employees  or consultants, their use in connection  with
          any of the Group Companies  business of any information, technology
          or  techniques  allegedly  proprietary   to  any  of  their  former
          employers, clients or other parties, or their obligations under any
          agreements with prior employers, clients or other parties.  None of
          the Group Companies is a party to or subject  to  the provisions of
          any  order, writ, injunction, judgment or decree of  any  court  or
          government  agency or instrumentality and there is no Action by any
          of the Group  Companies  currently  pending  or which it intends to
          initiate.

       (e)   There is no dispute in Cayman Islands, the  PRC or elsewhere, in
          relation to the affairs of any of the Group Companies,  the outcome
          of  which  would be reasonably expected to have a material  adverse
          effect on the  Group  Companies,  and  to  the best information and
          belief of each of the Sellers and the Group  Companies there are no
          facts which may give rise to any dispute.

       (f)   There is no unsatisfied judgment order or decree  of  any  court
          tribunal or any governmental agency outstanding against any of  the
          Group Companies,  which may have a material adverse effect upon any
          of  the  Group  Companies  or  its  business, operations, assets or
          liabilities or any part of the same.

       (g)  No  event  has occurred causing, or which  upon  intervention  or
          notice by any third party may cause, any floating charge created by
          any of the Group Companies, to crystallise or any charge created by
          it to become enforceable, nor has any such crystallisation occurred
          nor is such enforcement in process.

   17.Insolvency/Winding   Up.   Other  than  for  purposes  of  effectuating
     transactions  contemplated  under   this  Agreement  and  the  Ancillary
     Documentation, (i) no government order  has  been  made,  legal petition
     presented  or  board/shareholder  resolution passed for the winding  up,
     dissolution or liquidation of any Group  Company  or for the appointment
     of  a  provisional  or  other  liquidator  or for the appointment  of  a
     custodian or trustee for all or substantially  all  of  the  property or
     assets  of  any  Group Company, (ii) no Group Company has commenced  any
     other  proceeding  for  itself  under  any  bankruptcy,  reorganisation,
     composition,  insolvency,   liquidation,   or   similar   law   of   any
     jurisdiction, and there has not been commenced against any Group Company
     any such proceeding, (iii) no receiver or manager has been appointed for
     whole  or  in  part  of the business, and (iv) no distress, execution or
     other process has been levied on any Group Company's assets.

   18.Approvals and Permits.   Each  Group  Company  has  obtained  and is in
     compliance  with  the  terms  and  conditions  of  all  material Permits
     (including,  any Permits required under Environmental Laws),  which  are
     essential to the  lawful  operation of the business of the Group Company
     as currently being conducted  and  the  failure  to  obtain which or the
     incompliance with which would be reasonably expected to  have a Material
     Adverse Effect on the Group Company.

   19.Brokers.  Neither the Seller, the Warrantor nor any of their Affiliates
     has  entered  into  any agreement or had any discussion with  any  third
     party regarding any proposed  sale of any of the Sale Shares which could
     result in Buyer or the Company having any liability to such third party.

   20.Books and Records.  All accounts, books, ledgers and other records of a
     significant nature related to each  Group  Company's  business have been
     properly and accurately kept and completed in all material respects, and
     there  are  no  material  inaccuracies  or  discrepancies  of  any  kind
     contained or reflected therein.

   21.Real Property.  Schedule 6 set forth an accurate and complete  list  of
     all  material  real  properties  leased in whole or in part by the Group
     Companies for their operations and includes the name of the record title
     holder thereof.  Each Group Company  has  no owned real properties.  The
     landlord of the Property has good and marketable  title  to all the real
     property   leased   to   the  Group  Company,  free  and  clear  of  all
     Encumbrances, charges or other  restrictions  of  any kind or character,
     and  such  lease  has been duly approved and registered  with  competent
     land/building authorities.  None of such buildings or structures (or any
     equipment therein), nor the operation  or  maintenance thereof, violates
     any restrictive covenant or any provision of any law, ordinance, rule or
     regulation,  or  encroaches  on  any  property  owned   by  others.   No
     condemnation  proceeding is pending or threatened, which would  preclude
     or impair the use of any such property by the Group Company for which it
     is currently used.   All  leases of each Group Company are in full force
     and effect not subject to any  pre-emptive  right,  and  no person has a
     right to terminate that lease before it is due to expire;  and all rents
     and  material  additional  payments due to date on each such lease  have
     been paid.   Each Group Company  has  not  violated  any of the terms or
     conditions  under any such lease in any material respect.   The  office,
     warehouses and  other real properties leased by each Group Company is in
     a state of good operating  condition, good maintenance and repair and is
     adequate and suitable for the  purposes  for which it is presently being
     used, except for ordinary wear and tear.

   22.Employment Relations and Employee Benefit  Plans.   Except as otherwise
     disclosed in the Disclosure Letter, each Group Company  has  complied in
     all  aspects  with  all  applicable  laws relating to the employment  of
     labor, including without limitation, those  relating  to  wages,  social
     welfare,  hours,  no-competition  arrangement and Employee Benefit Plan.
     Each Group Company has not experienced any material work stoppage or any
     other labor difficulty during the past  three  (3)  years.  The Accounts
     adequately  reflect amounts paid, or have adequate provisions,  for  all
     Employee claims  (if  any).  Each  Group  Company  has  paid all amounts
     required or has made adequate provision in the Accounts for all Employee
     Benefit Plans. No Employee has exercised any warrants or options granted
     by any Sellers or any Group Company under any Employment  Benefit Plans.
     Each Group Company has not been delinquent in making any payment  to  or
     for  the benefit of any current or former employee, officer, consultant,
     independent contractor or agent with respect to statutory social welfare
     funds  and housing funds operated under PRC laws.  All contributions and
     payments  required  to be made by any employees of each Group Company in
     connection with such  statutory  social  welfare funds and housing funds
     have  been  fully  deducted  and  paid  to  the  relevant   governmental
     authority, and no such deductions have been challenged or disallowed  by
     any governmental authority or any employee of any Group Company.

   23.Information.   All  information provided by the Sellers with respect to
     the Group Companies or  set  out  in  this  Agreement  and the Ancillary
     Documentation  are  true,  accurate  and not misleading in all  material
     aspects.  The Disclosure Letter and its  updates  (if  any)  has  fully,
     fairly, specifically  and  accurately  disclosed  the  information  that
     constitutes qualification to the Warranties.

   24.Environmental  Compliance.  Each  Group  Company  has  complied  in all
     material  aspects  with  all  Environmental  Laws  in force, relevant or
     applicable to it in any relevant jurisdiction and there  is  nothing in,
     on,  over or under the Property the presence, existence or condition  of
     which  constitutes  a  material breach of such Environmental Laws nor is
     there  or  has  there  been   any  manufacturing,  storage,  generation,
     servicing, treatment, disposal  or  other  process  carried  on  at  the
     Property in such a way as to amount to a material breach of the same. No
     toxic   industrial   waste   or  toxic  substance  (as  defined  in  any
     Environmental Law) or any other  Hazardous  Substance, including without
     limitation,  polychlorinated  biphenyls,  radioactive   material,  lead,
     asbestos-containing material, incinerator, landfill, septic,  wastewater
     treatment  or  other  disposal  system  or  underground  or above-ground
     storage  tank  (active  or  inactive) is or has been present at,  on  or
     under, or has been spilt, leaked,  released,  deposited,  discharged  or
     disposed  in the soil or water in, under, around or upon the Property or
     any property  previously owned, leased or operated by any Group Company.
     Each Group Company  is not subject to any environmental investigation or
     proceedings. There are  no liabilities of or relating to the business of
     any Group Company of any  kind  whatsoever, whether accrued, contingent,
     absolute,  determined,  determinable  or  otherwise,  arising  under  or
     relating to any Environmental  Laws  (including  any  liability  to make
     good,  repair,  re-instate  or  clean  up  land  or another asset owned,
     occupied, possessed or used by any Group Company on  or  before the date
     of this Agreement) and there are no facts, conditions, situations or set
     of circumstances which could reasonably be expected to result  in  or be
     the basis for any such liability.

       (a)Each  of  the  Group  Companies  is  in  compliance in all material
          aspects with the Environmental Laws, which compliance includes, but
          is not limited to, the possession by each of the Group Companies of
          all  permits  and  other government authorizations  required  under
          applicable Environmental  Laws  and  compliance  with the terms and
          conditions   thereof.   No   Group   Companies  has  received   any
          communication (written or oral), from a governmental authority that
          alleges that it is not in such full compliance  and,  to  the  best
          knowledge  of  each  the  Group  Companies and each of the Sellers,
          there are no circumstances that may  prevent or interfere with such
          compliance in the future.

       (b)There  is  no  Environmental Claim (as defined  below)  pending  or
          threatened against any Group Companies

       (c)There are no past  or  present  actions, activities, circumstances,
          conditions, events, or incidents,  including,  without  limitation,
          the  release,  emission,  discharge,  presence, or disposal of  any
          Material of Environmental Concern (as defined  below),  that  could
          form  the  basis  of  any  Environmental  Claim  against  any Group
          Companies

     In this Agreement, "Environmental Claim" means any claim, action,  cause
     of  action, investigation, or notice (written or oral) by any person  or
     entity  alleging  potential  liability  (including,  without limitation,
     potential liability for investigation costs, cleanup costs, governmental
     response  costs,  natural resources damages, property damages,  personal
     injuries, or  penalties)  arising  out  of, based on, or resulting from:
     (i) the presence, or release into the environment,  of  any  Material of
     Environmental Concern at any location, whether or not owned or  operated
     by  any party; or (ii) circumstances forming the basis of any violation,
     or  alleged   violation,   of   any  Environmental  Law.  "Materials  of
     Environmental  Concern"  means  chemicals,   pollutants,   contaminants,
     wastes, toxic substances, Hazardous Substances, petroleum, and petroleum
     products.

   25.Loans.   Each  Group  Company has not, nor has it agreed to, create  or
     incur  loan  capital,  borrowings  or  indebtedness  in  the  nature  of
     borrowings with any third party which are not reflected in the Accounts.

   26.Guarantees and Indemnities.   Each  Group Company is not a party to and
     does  not  have  any  liability  (including   without   limitation,  any
     contingent liability) under any guarantee, indemnity or other  agreement
     to  secure,  or  otherwise  incur  financial  or  other obligations with
     respect to, an obligation of a third party, which is  not  reflected  in
     the Accounts.







PART B - WARRANTIES IN RESPECT OF THE SELLERS



1.   Corporate  Authority  and  Existence.   Each  Seller  is  an entity duly
     organised and validly existing under the laws in which it was organized,
     and  has all requisite power and authority to enter into this  Agreement
     and Ancillary Documentation to which such Seller is a party and to carry
     out the  transactions  contemplated  by  this  Agreement  and  Ancillary
     Documentation  to  which such Seller is a party. The Seller's investment
     in  the  Company  and holding  of  Sale  Shares  does  not  violate  any
     applicable law.

2.   Authorisation of this  Agreement and Related Transaction Documents.  All
     actions,  approvals  and  other  proceedings,  corporate  or  otherwise,
     including the board of directors'  approval  (if  applicable),  taken by
     each  Seller  necessary  for,  or in connection with: (i) the execution,
     delivery and performance of this  Agreement  and Ancillary Documentation
     to  which  the Seller is a party, (ii) the legality,  validity,  binding
     effect or enforceability  of  this Agreement and Ancillary Documentation
     to  which the Seller is a party,  and  (iii)  the  consummation  of  any
     transactions   contemplated   under   this   Agreement   and   Ancillary
     Documentation to which the Seller is a party have been duly completed or
     obtained, except as may be limited by bankruptcy and other similar  laws
     affecting   creditors'   rights   generally   and   limitations  on  the
     availability of equitable remedies.  This Agreement shall constitute its
     legal, valid and binding obligations on such Seller.

3.   No   Conflict   or  Violation.   Neither  the  execution,  delivery   or
     performance by any  Seller of this Agreement and Ancillary Documentation
     to which it is a party,  nor  compliance  by  the Seller with the terms,
     provisions and conditions thereof, (i) will contravene  any provision of
     any law, statute, rule or regulation or any order, injunction  or decree
     of  any  court  or  governmental instrumentality to which the Seller  is
     subject, (ii) will violate or conflict or be inconsistent with or result
     in any breach of any  of  the terms, covenants, conditions or provisions
     of, or constitute a default  (or  give rise to any right or termination,
     cancellation to create or impose) of  any  Encumbrance upon the property
     or  assets  may be subject, (iii) will violate  any  provisions  of  the
     constitutional  or other governing documents of the Seller and (iv) will
     be subject to any statutory, contractual or other limitations or require
     consents or approvals of any persons.

4.   No Government Approvals.   No governmental regulatory approvals or third
     party approvals or consents are required to be obtained by any Seller in
     connection with: (i) the execution,  delivery  and  performance  of this
     Agreement  or  Ancillary  Documentation  to which the Seller is a party,
     (ii) the legality, validity, binding effect  or  enforceability  of this
     Agreement  or Ancillary Documentation to which the Seller is a party  or
     (iii) the consummation  of  any  transactions  contemplated  under  this
     Agreement or Ancillary Documentation to which the Seller is a party.

5.   Each Seller is the legal and record owner of the relevant Sale Shares as
     set  out  against  its  name in column (2), Part A of Schedule 1 and has
     full and unrestricted rights  to  sell  the relevant Sales Shares to the
     Buyer under this Agreement.






PART C - WARRANTIES IN RESPECT OF THE BUYER

   1.Corporate  Authority  and  Existence.   The  Buyer  is  a  company  duly
     organized and validly existing under the laws  of  Delaware, and has all
     requisite corporate power and authority to enter into this Agreement and
     Ancillary Documentation to which the Buyer is a party  and  to carry out
     the   transactions   contemplated   by   this  Agreement  and  Ancillary
     Documentation to which the Buyer is a party.

   2.Authorisation  of  this  Agreement  and  Ancillary  Documentation.   All
     actions,  approvals  and  other  proceedings,  corporate  or  otherwise,
     including the board of directors' approval, taken by the Buyer necessary
     for, or in connection with: (i) the  execution, delivery and performance
     of this Agreement and Ancillary Documentation  to  which  the Buyer is a
     party; (ii) the legality, validity, binding effect or enforceability  of
     this  Agreement  and  Ancillary  Documentation  to  which the Buyer is a
     party; or (iii) the consummation of any transactions  contemplated under
     this  Agreement  and  Ancillary Documentation to which the  Buyer  is  a
     party, have been duly completed or obtained, except as may be limited by
     bankruptcy and other similar  laws affecting creditors' rights generally
     and  limitations  on  the  availability   of  equitable  remedies.  This
     Agreement shall constitute legal, valid and  binding  obligations on the
     Buyer.

   3.No   Conflict   or  Violation.   Neither  the  execution,  delivery   or
     performance by the  Buyer  of this Agreement and Ancillary Documentation
     to which it is a party, nor  compliance  by  the  Buyer  with the terms,
     provisions and conditions thereof, (i) will contravene any  provision of
     any law, statute, rule or regulation or any order, injunction  or decree
     of  any  court  or  governmental  instrumentality to which the Buyer  is
     subject, (ii) will violate or conflict or be inconsistent with or result
     in any breach of any of the terms,  covenants,  conditions or provisions
     of, or constitute a default (or give rise to any  right  or termination,
     cancellation to create or impose) of any Encumbrance upon  the  property
     or  assets  may  be  subject,  (iii)  will violate any provisions of the
     constitutional or other governing documents  of  the Buyer and (iv) will
     be subject to any statutory, contractual or other limitations or require
     consents or approvals of any persons.

   4.No Government Approvals.  No governmental, regulatory approvals or third
     party approvals or consents are required to be obtained  by the Buyer in
     connection  with:  (i) the execution, delivery and performance  of  this
     Agreement or Ancillary Documentation to which the Buyer is a party; (ii)
     the  legality,  validity,  binding  effect  or  enforceability  of  this
     Agreement or Ancillary  Documentation  to which the Buyer is a party; or
     (iii)  the  consummation  of any transactions  contemplated  under  this
     Agreement or Ancillary Documentation to which the Buyer is a party.

   5.Brokers.  Buyer has not entered into any agreement or had any discussion
     with  any  broker (except for  Latitude  Capital  Group)  regarding  any
     proposed purchase  of  any  of  the  Sale  Shares  which could result in
     Sellers or the Company having any liability to such third party.

   6.Accounts.  Buyer has received the Group Companies' Accounts  for  fiscal
     year 2006 along with a draft auditors' report.






                    SCHEDULE  5 ACTION PENDING COMPLETION



Each Seller shall ensure that each Group Company will: except for the purpose
of effectuating the  sale  and  purchase  of the Sale Shares pursuant to this
Agreement or otherwise contemplated under this  Agreement  or  the  Ancillary
Documentation,

   1.operate its business in the usual way so as to maintain that business as
     a  going  concern;  having regard to existing bank and other facilities,
     maintain sufficient working  capital  for  the purposes of continuing to
     carry on its business in its present form and  at  its  present level of
     turnover for the foreseeable future and for the purposes  of  performing
     in  accordance  with  their  respective  terms all orders, projects  and
     contractual obligations which have been placed  with,  or undertaken by,
     such Group Company, in a manner consistent with its past practice in the
     two years prior to the Completion;

   2.not  amend  its  organizational  documents;  not issue, sell,  transfer,
     pledge, dispose of or encumber any shares or equity interests (including
     the Sale Shares being purchased by the Buyer), or securities convertible
     into or exchangeable for, or options, warrants,  calls,  commitments  or
     rights of any kind to acquire, any shares or equity interests;

   3.not  create, allot, issue, acquire, repay or redeem any share capital or
     agree,  arrange  or  undertake  to  do any of those things or acquire or
     agree  to  acquire,  an  interest  in  a  corporate  body  or  merge  or
     consolidate with a corporate body or any other  person,  enter  into any
     demerger  transaction  or  participate  in  any  other type of corporate
     reconstruction;

   4.not  acquire  or  dispose  of, or agree to acquire or  dispose  of,  any
     revenues, assets, business or undertakings except in the ordinary course
     of its business or assume or  incur,  or  agree  to  assume  or incur, a
     liability,  obligation or expense (actual or contingent) except  in  the
     ordinary course of its business;

   5.not make, or  agree  to  make,  capital  expenditure  exceeding in total
     US$100,000 (or its equivalent at the time) or incur, or  agree to incur,
     a commitment or commitments involving capital expenditure  exceeding  in
     total  US$100,000 (or its equivalent at the time) other than pursuant to
     its business  plan  and  budget  previously  approved  by  the  board of
     directors;

   6.not declare, pay or make a dividend or distribution;

   7.not pass a shareholders' resolution except in the ordinary course of its
     business;

   8.not  create,  or  agree  to  create  or  amend,  an Encumbrance over the
     Property  or  another asset or redeem, or agree to redeem,  an  existing
     Encumbrance over  the  Property  or another asset other than pursuant to
     its  business  plan  and budget previously  approved  by  the  board  of
     directors;

   9.in relation to the Property:  (i)  not change its existing use; (ii) not
     terminate, or give a notice to terminate,  a  lease, tenancy or licence;
     (iii) not apply for consent to do something requiring  consent  under  a
     lease,  tenancy  or licence; or (iv) not agree a new rent or fee payable
     under a lease, tenancy  or licence, other than in the ordinary course of
     its business or otherwise  pursuant  to  its  business  plan  or  budget
     approved previously by the board of directors;

   10.not  enter  into  a  long-term, onerous, unusual or material agreement,
     arrangement  or  obligation   in  each  case,  involving  consideration,
     expenditure or liabilities in excess  of  US$100,000  other  than in the
     ordinary  course of business or pursuant to its business plan or  budget
     approved previously by the board of directors;

   11.not amend  or terminate a material agreement, arrangement or obligation
     to which it is  a party other than in the ordinary course of business or
     pursuant to its business plan or budget approved previously by the board
     of directors;

   12.not amend the terms  and  conditions  of  employment or engagement of a
     director, other officer or employee (except  in  the usual course of its
     business)  or  provide,  or  agree to provide, a gratuitous  payment  or
     benefit to a director, officer  or employee (or any of their dependants)
     or employ, engage or terminate the employment or engagement of, a person
     with aggregate annual compensation package in excess of US$ 50,000;

   13.not  amend,  or  agree  to  amend,  the   terms  of  its  borrowing  or
     indebtedness in the nature of borrowing or create,  incur,  or  agree to
     create or incur, borrowing or indebtedness in the nature of borrowing;

   14.not  give,  or agree to give, a guarantee, indemnity or other agreement
     to secure, or  incur  financial  or  other  obligations with respect to,
     another person's obligation;

   15.not establish, modify or discontinue (wholly  or  partly)  an  Employee
     Benefit Plan or discontinue (wholly or partly) an Employee Benefit Plan;
     not  issue  any  new shares, options, warrants or other securities under
     the Employee Benefit  Plan,  in  each  case,  other than as contemplated
     under this Agreement and the Ancillary Documents;

   16.not  pay  any benefits under an Employee Benefit  Plan  other  than  in
     accordance with the terms of the documents governing an Employee Benefit
     Plan and not under any discretionary power;

   17.not commence litigation or arbitration proceedings without notification
     to the Buyer in writing;

   18.conduct its  business  in  all material respects in accordance with all
     applicable legal, regulatory  and  administrative  requirements  in  any
     applicable jurisdiction;

   19.not enter into an agreement, arrangement or obligation (whether legally
     enforceable  or  not)  in which a director or former director of a Group
     Company or a person connected with any of them is interested;

   20.protect, defend, enforce,  maintain  and renew each of the Intellectual
     Property   Rights  and  continue  any  pending   application   for   the
     Intellectual Property Rights;

   21.pay and discharge in accordance with the present practice of such Group
     Company as at  the  date  of  this Agreement (i) all Taxes, assessments,
     levies, fees and charges imposed  upon  it  or upon or in relation or in
     connection with the Properties and other assets  and (ii) all lawful and
     valid  claims  which, if unpaid, might by law become  a  lien  upon  the
     Properties and other  assets,  and  maintain such reserves in respect of
     Taxes,  assessments, levies, fees and  charges  as  are  required  under
     generally   accepted  accounting  principles,  standards  and  practices
     generally accepted  in  Cayman  Islands and PRC (as the case may be) and
     consistently applied with the consequences  that  as  at  the Completion
     Date,  all  Taxes  payable  by  any Group Company have been paid  and/or
     discharged in full and/or moneys  have  been set aside for the same (and
     all  adequate  provisions  for deferred Taxes  have  been  made  in  the
     relevant Accounts);

   22.allow the Buyer and its agents  access  to,  and to take copies of, the
     books and records of each Group Company including,  without  limitation,
     the statutory books, minute books, leases, licences, contracts,  details
     of receivables, intellectual property, supplier lists and customer lists
     in  the  possession  or  control of each Group Company subject to  their
     confidentiality obligations;

   23.not take, or agree to or  commit  to  take, any action that would or is
     reasonably  likely  to  result  in  any  of  the  Conditions  not  being
     satisfied,  or  would make any Warranty of the Sellers  or  the  Company
     contained herein inaccurate in any respect;

   24.complete registration  of  the  8  permanent  sites  located at Huhehot,
     Jiangmen, Lanxi, Xiamen, Wuhan,  Kelamayi, Chongqing, Kunming and  the
     5  permanent  sites  in Shanghai as branch companies at the local AICs;

   25.complete  renewal  of  the following leases for the offices located at:
     Heilongjiang, Tianjin, Guangzhou, Haikou, Quanzhou, Suzhou, Wenzhou,
     Lanxi, Xuzhou, Wuhan,Changsha,  Zhenzhou, Wulumuqi, Kuerle,  Chengdu
     and provide to  the  Buyer  the  renewed  business  licenses of all
     branch  companies of each Subsidiary which indicate that they  have  all
     passed 2006 annual review;

   26.amend the  business  scope  of Chic SCM and obtain new business license
     entitling  it  to  carry  on  transportation  and  warehousing  business
     covering all of the regions in the PRC;

   27.procure  each Key Personnel to  execute  the  employment  agreement  as
     referenced to in Clause 3.1.12 of the Agreement;

   28.obtain the letter of understanding from Procter & Gamble Guangzhou Co.,
     Ltd. as required under Clause 3.1.14 of the Agreement;

   29.procure  the  relevant  Group  Companies  to  renew  the  contracts  as
     referenced to in Clause 3.1.15 of the Agreement;

   30.complete the transactions as referenced to in Clauses 3.1.16 and 3.1.17
     of the Agreement;

   31.procure Chic S&T and Chic SCM to terminate the Service and Undertakings
     Agreement as required under Clause 3.1.18 of the Agreement;

   32.procure Chic's  Mart  Trading Co., Ltd to enter into the non-disclosure
     and non-compete agreement  as  referenced  to  in  Clause  3.1.19 of the
     Agreement;

   33.procure  the Group Companies to make arrangements with respect  to  the
     options and/or  the  warrants  as  referenced to in Clause 3.1.20 of the
     Agreement;

   34.procure Shanghai Venus Software Co., Ltd. to enter into an amendment to
     the Technology Development Contract  as  required under Clause 3.1.21 of
     the Agreement; and

   35.procure  the  Subsidiaries  to  maintain  such  insurance  policies  as
     referenced to in Clause 3.1.22 of the Agreement.





 <TABLE>



                          SCHEDULE  6 REAL PROPERTY
<CAPTION>

(1) WAREHOUSE LEASE


  Warehouse Name         Warehouse Address     Staring Date    Ending Date   Total Area    Rent (monthly)
                                                                (m2)
-------------------     --------------------  --------------  -------------- ------------- ----------------
<C>                     <C>                   <C>             <C>            <C>           <C>
<S>
ShanghaiBaoshan         455 Miaopu Road,      2006-11-28      2007-11-27      4,814         111,315
Guangming Warehouse     Shanghai

Shanghai Songjiang      115 Shenglong Road,   2007-4-1        2008-3-30       16,859        210,201
Jiuting Warehouse       Jiuting,Songjiang
                        District, Shanghai
                        Road

Shanghai Songjiang      295 Shengli Road,     2006-9-1        2010-8-31       23,696        381,995
Xinqiao Warehouse       Xinqiao, Songjiang
                        District, Shanghai

Wuhan Gongxiao          No 2 New Warehouse,   2007-5-1        2008-4-30       8,107         89,177
Agricultural            Shazui,Tuoluokou,
Production Materials    Dongxihu District,
Warehouse               Wuhan

Wuhan Shitong           439 Changfeng Avenue, 2007-4-1        2007-9-30       1,000         13,700
Warehouse               Chang Port, Wuhan

Wuhang Jieli            49 Gutianyi Road,     2006-9-23       2008-9-22       2,300         30,110
Warehouse               Qiaokou District,
                        Wuhan

Chengdu Warehouse       Xinguanghua Industry  2006-4-1        2011-3-31       16,164        190,631
                        Park of Yongquan
                        Street, Wenjiang
                        District, Chengdu

Kunming Warehouse       Shilipu, Liangting,   2006-11-26      2007-11-25      990           15,073
                        Eastern Suburb,
                        Kunming

Xi'an Warehouse         No 1 Warehouse, 188   2006-2-15       2008-2-14       7,716         94,797
                        Jianzhang Road, Xi'an

Urumqi                  1 Youyi Road          2004-9-15       2007-9-14       2,821         23,721
warehouse

Guangzhou               Wenjia Road           2006-11-1       2009-10-31      3,900         60,840
QiaohaiWarehouse        North, Yitang
                        Village, Fengle Road
                        North, Huangpu
                        District,Guangzhou

Guangzhou Shenglai      Jianshe Yitang        2006-10-1       2007-9-30       3,280         39,360
Warehouse               Warehouse,Fengle Road
                        North,Huangpu
                        District,Guangzhou


Shenzhen                Huanancheng           2007-1-1       2007-12-31       15,390        277,560
Huanancheng             Warehousing Quarter,
Warehouse               Fuan Avenue
                        South, Pinghu Town,
                        Longgang District,
                        Shenzhen

Beijing Xizhihe         Xizhihe Village,      2004-8-16       2009-8-15       20,560        281,178
Warehouse               Shibalidian Township,
                        Chaoyang District,
                        Beijing

Beijing Xizhihe         Xizhihe Village,      2005-1-1        2007-12-31      10,668        176,030
Warehouse               Shibalidian Township,
                        Chaoyang District,
                        Beijing

Beijing Xizhihe         Xizhihe Village,      2006-4-15       2009-8-15       800           13,383
Warehouse               Shibalidian Township,
                        Chaoyang District,
                        Beijing

Tianjin CTX             188 Jingmen Avenue,    2007-1-1       2007-9-30       1,500         22,500
Warehouse               Tianjin Free Trade
                        Zone

Tianjin Hub             Zhendong Group, Xu     2007-3-14      2007-9-13       420           7,161
                        Village, Dongli
                        District, Tianjin


Shenyan PVM             No 2 Warehouse, 11     2007-8-1       2008-7-31       3,870         62,020
Warehouse               Fuminnan Street,
                        Hunnanxin District,
                        Shenyang, Liaoning

Shenyan MK              19 Dongmao Road,       2006-10-15     2007-10-14      2,100         29,400
Warehouse               Dadong District                                                    (warm seasons)
                                                                                            52,500
                                                                                           (winter)

</TABLE>




<TABLE>


2) OFFICE LEASE
<CAPTION>

Branches               Address        Duration   Starting Date     Ending Date     Annual Rent
                                       (year)                                      (RMB Yuan)
----------     --------------------- ---------- ---------------  --------------- -------------
<C>            <C>                   <C>        <C>              <C>             <C>
<S>
Beijing          Room 1703, Building     2       2006-9-26          2008-9-25     96000/year
                 6, Jianguo Road,
                 Chaoyang District,
                 Beijing

Baotou           1/Floor, Conference     2       2006-8-16          2008-8-25     23000/year
                 Room, 1 Steel Road,
                 Qingshan District,
                 Baotou

Yantai           Room 503, Suite A,      3       2006-8-1           2009-7-31     34000/year
                 Eastern Paris
                 Triumph Towern, 1
                 Qianjin Road, Zhifu
                 District, Yantai,
                 Shangdong

Shenyan          2/Floor, Western        1       2006-4-1           2007-9-30      7200/year
                 Office Building, 20
                 Dongmao Road,
                 Dadong District,
                 Shenyan

Jilin            2/F, Transporation      1       2006-11-1          2007-10-31    25000/year
                 Hotel, 6 Zhongkan
                 Road, Jilin City,
                 Jilin Province

Zibo             Tianlin Tower           1       2006-4-15          2008-4-15     10680/year


Taian            Taishan Resturant,      1       2006-9-16          2007-9-16     16800/year
                 Taian

Erdos            Room 215, Section       1       2006-11-20         2007-11-19    12000/year
                 B, Daxing
                 International
                 Shopping Park,
                 Dalate Road,
                 Dongsheng District,
                 Erdos

Dongying         270 Jinan Road,         2       2006-5-1           2008-4-30     13000/year
                 Dongying District

Weifang          Room 421, Dongtai       1       2006-12-25         2007-12-24    21315/year
                 Tower, Weifang

Linyi            (2/F) Ruyi Jie,         2       2006-12-16         2008-12-15    15000/year
                 Lantian Pedestrian
                 Street, Linyi

Baoding          2 Eastern Side,         2       2006-11-15         2008-11-14    35000/year
                 6/F, Jiapeng
                 Building, 178 Tiane
                 Road, Gaokai
                 District, Baoding

Tangshan         211, 2/F, Measuring     2       2006-6-1           2008-5-31     11520/year
                 Building, Tangshan
                 Branch of China
                 Coal Research
                 Institute (21
                 Xinhuaxi Road)

Dalian           1/F North, Lane         2       2006-7-1           2008-6-30     40000/year
                 102, Waisui Street,
                 Shahekou, Dalian

Shijiazhuang     Rooms B420-B422,        1       2007-3-15          2008-3-14     52116/year
                 Yinban Shangzhu,
                 129 Qiaoxinanxiao
                 Street,
                 Shijiazhuang

Daqing           Conference Room         1       2007-3-24          2008-3-23     24000/year
                 4/F, Daqin Jungong
                 Guest House, 53
                 Huizhan Street,
                 Sartu District,
                 Haerbin,
                 Helongjiang

Taiyuan          66 Taoyuan Road         1       2007-4-20          2008-4-19     50000/year
                 North, Taiyuan

Haerbin          10/F, Suite H,          1       2007-6-20          2008-6-19     27500.04/year
                 Hushi Tower,
                 Haiguan Street,
                 Nangang District,
                 Haerbin

Changchun        Room 503, Tianting      1       2007-7-14          2008-7-13     50000/year
                 Tower, 169 Puqing
                 Road, Chaoyang
                 District, Changchun

Jinan            Rooms 601 & 603,        2       2006-4-1           2008-3-31     56160/year
                 Suite A, Dashun
                 Commercial Tower,
                 95 Lishan Road,
                 Shangdong

Qingdao          1002 Room, Dongli       2       2007-6-1           2009-5-31     40000/year
                 Apartment Building,
                 38 Dongguang Road,
                 Shibei District,
                 Qingdao

Handan           133 Yuxinna Street,     2       2007-2-1           2009-1-31     7200/year
                 H&an

Tianjin          1-A-610 Shiji           1       2007-7-1           2008-6-30     30000/year
                 Garden, Nanmenwai
                 Street, Nankai
                 District, Tianjin

Guangzhou        5606 Room, CITIC        2       2007-1-1           2008-12-31    478571.16/year
                 Plaza Office
                 Building, 233
                 Tianhe Road North,
                 Guangzhou

Guangzhou        A264 (Former A 2 Xi     1       2007-5-20          2008-5-19     6000/year
                 18), 329 Chuangshi
                 Dasha Street,
                 Qingnian Road, the
                 Development Zone,
                 Guangzhou

Guangzhou        Room 301, 3/F,          1       2007-1-1           2007-12-31    11400/year
                 Building 9,
                 Tearchers' Village,
                 Yunningju,
                 Guangzhou

Shantou          16B, Suite A,           1       2006-12-1          2007-11-30    21600/year
                 Jinlong Tower,
                 Jinsha Road East,
                 Longhu District,
                 Shantou

Shenzhen         2201 Room, Suite        1       2007-4-8           2008-4-7      20400/year
                 East, Baihuo Plaza
                 Tower, 123 Shennan
                 Road East, Shenzhen

Zhongshan        Section 1, 3/F,         2       2006-5-15          2008-5-14     32364/year
                 Commercial Plaza,
                 Buffalo, 389 Fuhua
                 Road, West
                 District, Zhongshan

Shunde           The First Floor, 9      2       2006-3-1           2008-2-28     15600/year
                 Ronggui Fengan
                 Street, Shunde
                 District, Fushan

Nanning          Room 3018, Tenglong     2       2006-1-7           2008-1-7      32400/year
                 Ge, Jubao Garden, 8
                 Minsheng Road,
                 Nanning

Quanzhou         Room 207, Boren         1       2007-6-20          2008-6-20     14400/year
                 Building, Huxin
                 Road, Fengze
                 District, Quanzhou

Haikou           Room 104, 58 Haifu      1       2007-1-25          2008-1-24     28800/year
                 Road, Haikou

Dongguan         Room 409, Suite B,      1       2006-8-21          2007-8-20     36192/year
                 Jinao Garden
                 (Fangzhou Tower),
                 65 Gongguan
                 Gongcheng Avenue,
                 Dongguan

Zhuhai           Office Building         2       2006-12-15         2008-12-14    36000/year,
                 1801A, Haicheng                                                  39600/year for
                 Tower, 183                                                       the third year
                 Fenghuang Road,
                 Zhuhai

Shaoguan         Store 6, First          2       2006-8-16          2008-8-15     19200/year
                 Floor, Suite B,
                 Dongfeng Garden,
                 Xinjian Road,
                 Wujiang District,
                 Shaoguan

Guangzhou        Room 1705, 7 Qinghe     1       2007-3-1           2008-2-28     48000/year
                 Road, Guangzhou
                 Economic
                 Development Zone

Chengdu         24G, Jinyang           0.5       2007-4-1           2007-9-30     20430/year
                Building, 58 Tidu
                Street, Jinjiang
                District, Chengdu

Chengdu         B6 Section, 5/F,    1year and    2006-8-21          2007-11-20    27360/year
                Shunji Tower, 252   3 months
                Shuncheng Street,
                Chengdu

Panzhihua       Room 609, 175           1        2006-1-17          2007-12-31    14400/year
                Linjiang Road,
                Panzhihua

Chongqing       Room 5, 10/F,           1        2006-9-22          2007-12-31    45492/year
                Oupeng Tower, 216
                Xinhua Road,
                Yuzhong District,
                Chongqing

Neijiang        9-2 Tiancheng Dasha     1        2007-1-1           2007-12-31    14400/year
                Hotel, 118 Park
                Road, Zhong
                District, Neijiang

Guiyang         Rooms 6-8, 8/F,         1        2007-1-1           2007-12-31    27048/year
                Qiaoliang Tower, 36
                Qianling Road West,
                Yunyan District,
                Guizhou
Kunming         Room 1205, 12/F,        4        2007-3-5           2011-12-31    42432/year
                Jida Plaza, 289
                Renmin Road East,
                Kunming

Leshan          12-1 Land               1        2007-1-1           2007-12-31    9000/year
                Administration
                Building, 41 Boyan
                Road, Zhong
                District, Leshan

Wuhan           Suite B, 14/F,          1        2007-4-20          2008-4-19     52738.08/year
                Liangyou Tower, 316
                Xinhua Road, Wuhan

Wuhan           Room 1210, Hubei        1        2006-12-18         2007-12-17    54096/year
                Commercial Tower, 1
                Baofeng Road,
                Qiaokou District,
                Wuhan

Yichang         Suite B, 13/F,          1        2006-10-1          2007-9-30     14800/year
                Donghuan Tower, 9
                Huancheng Road
                East, Yichang

Luoyang         Rooms 317 - 319,        1        2006-11-15         2007-12-31    15300/year
                Jiuzhou Tower, 13
                Qiyi Road North,
                Xigong District,
                Luoyang

Pingxiang       Room 5028,              1        2007-1-1           2007-12-31    10800/year
                Fulichang Tower, 17
                Yuejin Road North,
                Pingxiang

Zhenzhou        159 Jiankang Road,      1        2007-3-25          2008-3-24     60225/year
                Zhenzhou

Zhuzhou         Room 1205, Tianshun     1        2005-8-25          2006-8-24     26400/year
                Building, 12 Xinhua
                Road West, Zhuzhou

Nanchang        Room 2, Wuzi Tower,     1        2007-6-11          2008-6-10     22200/year
                12 Guangchang Road
                South, Xihu
                District, Nanchang

Changsha        Room 806, Lianhe        1        2007-6-8           2008-6-7      49200/year
                Commercial
                Building, 549 Wuyi
                Avenue, Changsha

Xi'an           Room 305, 13/F,         2        2007-4-20          2009-4-19     37980/year
                Weilan
                International, 3
                Daqing Road, Lianhu
                District, Xi'an

Xi'an           Rooms 1002 & 1004,      2        2007-5-1           2009-4-30     48240/year
                10/F, 82
                Xiguanzheng Street,
                Lianhu District,
                Xi'an

Yinchuan        Room 4, 10F/F,          1        2006-8-26          2007-8-26     23928/year
                Suite A, Jintai
                Tower, 4 Xinhua
                Street East,
                Yinchuan

Urumqi          6/F, 11 Xinhua Road     2        2005-10-29         2007-11-15    43500/year
                South, Urumqi

Lanzhou         1001 Room, Mianma       2        2006-11-1          2008-10-31    25200/year
                Tower, 28 Zhongshan
                Road, Lanzhou

Taiyuan         66 Taoyuan Road         1        2007-4-20          2008-4-19     50000/year
                North, Taiyuan

Kelamay         1001 Room, 169          1        2006-12-2          2007-12-1     11218.28/year
                Youyi Road, Kelamay

Baoji           Room 1011,              1        2007-3-27          2008-3-26     15276/year
                Zhonghuan Hotel, 1
                Yingda Road, Hi-
                Tech Development
                Zone, Baoji

Xining          Room 1205,  26          1        2007-4-1           2008-3-30     18357.6/year
                North Street,
                Chengzhong
                District, Xining

Korla           Tongluowan Plaza,       1        2007-7-1           2008-6-30     10560/year
                Renmin Road, Korla

Suzhou          5 Shuitan Lane,         1        2007-3-18          2008-3-17     40000/year
                Ganjiang Road West,
                Pingjiang District,
                Suzhou

Jinhua          Store, First Floor,     1        2006-11-25         2007-12-31    18000/year
                106 Xiuya Street,
                Jinhua

Hefei           Room 806, Haiya         1        2006-12-29         2007-12-28    33170.4/year
                Office Buidling,
                Hefei

Yangzhou        Room 817, Yangguan      1        2007-1-1           2007-12-31    10980/year
                City, 230 Lane,
                Yunhe Road West,
                Yangzhou

Nantong         Stores 4 & 5,           1        2007-1-1           2007-12-31    72576/year
                Building 10,
                Zhaohui Garden,
                Nantong

Taizhou         Store 41, Haiwan        1        2007-2-17          2007-12-31    13100/year
                Langqin, Taizhou
                Economic
                Development Zone

Changzhou       Room 807A, 20          2.5       2007-5-8           2009-12-31    24800/year
                Guanghua Street,
                Changzhou

Nantong         Stores 4 & 5,           1        2007-5-1           2008-4-30     5280/year
                Building 10,
                Zhaohui Garden,
                Nantong

Zhenjiang       Room 209, Jingcheng     1        2007-5-19          2008-5-18     8800/year
                Tower 1, 22 Jiefang
                Road, Zhenjiang

Lanxi           Home of Zhao            1        2007-7-20          2008-7-19     6000/year
                Xiezhi, Gengtoufan
                Village, Lingdong
                Town, Lanxi

Xuzhou          Rooms 301 & 302, 95     1        2007-7-1           2008-6-30     19200/year
                Pengcheng Road,
                Xuzhou

Wuxi            Room 101, 61 Huaigu     2        2006-2-1           2008-1-31     31000/year
                Xin Village,
                Jiefang Road East,
                Wuxi

Nanping         Room 101, Guangyu       2        2005-11-29         2007-11-28    18000/year
                Xincheng, Sanyuan
                Road, Nanping

Fuzhou          3A-2, Suite B, Lida     1        2006-11-1          2007-10-31    33600/year
                Tower, 8 Dong
                Street, Fuzhou

Wenzhou         Room 406, Huasheng      1        2007-6-24          2008-6-23     34800/year
                Tower, Danan Road,
                Wenzhou

Hangzhou        Room 1005, Lianyin      2        2006-10-22         2008-10-21    86544/year
                Tower, 95 Pengcheng
                Road, Hangzhou

Ningbo          Room 4-43, 4/F,         1        2007-8-12          2008-7-31     43200/year
                Zhongshan Dadi, 26
                Lane 416, Zhongshan
                Road East, Dong
                District, Ningbo

Xiamen          Units 08 & 09, 7/F,     2        2007-2-2           2009-2-1      30660/year
                Xinxin Jindi Tower,
                396 Jiahe Road,
                Huli District,
                Xiamen

</TABLE>






                  SCHEDULE  7 INTELLECTUAL PROPERTY RIGHTS

(a) The trademark of "Chic" used by the Group Company was registered in the
name of Chic S&T in the category of class 39 on 14 March 2001.

(b) Software



 No.  Software name  Developer      Description of       Right to  Right to
                                 development contract     use the   use the
                               (date, term and material  software  software
                                        terms)            by the   by Group
                                                         developer  Company
-----------------------------------------------------------------------------
 1   Transportation  Shanghai    July,2007~Sep., 2005      NO        Yes
     management      Venus
     system          software
                     co.

 2   MK WMS          NOVA        Jan.,2004~                NO        Yes
     (CDC & RDC)     Software

 3   GPS             Dichain     Jan.,2006~Mar.,2007       Yes       Yes
                     DTS

 4   SAP             Excel-SH                              Yes       Yes

























                            SCHEDULE  8 TAX DEED


                            DEED OF TAX INDEMNITY


THIS DEED OF TAX INDEMNITY (this "Deed") is dated [*], 2007

BY:

          (1) CV  Distribution  Services  Ltd., a company incorporated in the
              Cayman Islands, whose registered  office  is  at  Ugland House,
              South Church Street, George Town, Grand Cayman, Cayman  Islands;

          (2) Swingside Ltd., a company incorporated in Hong Kong SAR,  whose
              registered office is at 5705 57th Floor, The Centre, 99 Queen's
              Road Central, Hong Kong ;

          (3) Seavi  Advent  CHL  Investments  Ltd.,  a  company incorporated
              British Virgin Islands, whose registered office  is at P.O. Box
              957,   Offshore  Incorporations  Centre,  Road  Town,  Tortola,
              British Virgin Islands ;

          (4) Fortis Private Equity Asia Fund N.V., a company incorporated in
              Belgium,  whose  registered  office  is at Warandeberg 3, 1000,
              Brussels, Belgium ;

          (5) Prosper Field Holdings Limited, a company  incorporated  in the
              British  Virgin  Islands whose registered office is at Kingston
              Chambers, P. O. Box  173,  Road  Town,  Tortola, British Virgin
              Islands ;

(Each  party  set  out  in paragraphs (1) to (5) above is referred  to  as  a
"Seller" and together, the "Sellers". Each party set out in paragraphs (3) to
(5)  above  is referred to  as  a  "Preferred  Share  Seller"  and  together,
"Preferred Share Sellers".)

          (6) Mr. Johnson Shen Qiwei, a PRC citizen (holder of PRC ID
              Number:  310104196411064078),  whose address is at No.190, Lane
              3588 Dushi Road, Minghang District, Shanghai PRC, 201108; and

          (7) Mr. Jimmy Kang Jimin, a  PRC  citizen (holder of PRC ID
              Number:  310107671123281), whose address  is  at  Room101,  139
              Lijiang Shanshui,  999  Huajing  Road, Xuhui District, Shanghai
              PRC, 200231;

(Each  party  set out in paragraphs (1) to (7) above  is  referred  to  as  a
"Covenanter" and together, the "Covenanters".)

IN FAVOUR OF:

          (8)   Menlo  Worldwide, LLC, a company incorporated in the State of
              Delaware whose   primary  business  office  is  at  2855 Campus
              Drive,  Suite  300  San Mateo, CA 94403-2512, United States  of
              America ("Buyer ");


          (9) Chic  Holdings  Limited,   a  company  incorporated  in  Cayman
              Islands, with its registered  office  at  c/o  Maples & Calder,
              Ugland  House, P.O. Box 309, George Town, Grand Cayman,  Cayman
              Islands  ("Company"); and

          (10)each Subsidiary  as  stated  and  defined  in the Agreement (as
              defined   below)   (together  with  the  Company,  the   "Group
              Companies").

(Each party set out in paragraphs  (8)  to  (10)  above  is  referred to as a
"Covenantee" and together, the " Covenantees".)


WHEREAS :-

(A)   This Deed is made pursuant to an agreement dated 7 September 2007 (the
      "Agreement") between the Covenanters and the Buyer to which this Deed
      is attached as Schedule 8 providing, inter alia, for the acquisition by
      the Buyer from the Sellers of the entire issued share capital in the
      Company.

(B)   Each Covenanter has agreed to provide each Covenantee with an indemnity
      in respect of taxation on the terms and conditions of this Deed.

EACH COVENANTER HEREBY AGREES  as follows :


1.   DEFINITIONS

1.01 In this Deed, in addition to the above definitions, the following  words
     and expressions shall have the following meanings:-

     "Claim"  means  any assessment, notice, demand or other government paper
     issued or action  taken  by or on behalf of any Tax Authority   pursuant
     to which any Group Company  is liable or is sought to be made liable for
     any Taxation or for any payment arising from the retroactive depravation
     of any form of Relief which Relief  has  already  been  granted  to  and
     enjoyed by the Group Company(ies) prior to Completion and would, but for
     the Claim, have not been clawed back from relevant Group Company(ies) ;

     "PRC" means the People's Republic of China which for the sole purpose of
     this Deed shall exclude Hong Kong, Macau and Taiwan;

     "Relief"  includes  any  relief,  allowance,  set-off  or  deduction  in
     computing profits or credit or right to repayment of Taxation enjoyed by
     any  Group Company on or prior to Completion pursuant to any legislation
     concerning or relating to Taxation;

     "Taxation"  means  (a)  all  taxes,  or  similar  governmental  levy  or
     imposition   imposed on any Group Company arising from its activities on
     or prior to Completion whether of the PRC or the Cayman Islands, however
     denominated, which  will include, without limiting the generality of the
     foregoing, all customs  duties,  corporate  and individual income taxes,
     employee withholding taxes, withholding tax on  other service providers,
     withholding tax on capital gains, social security  taxes,  sales and use
     taxes, value added taxes, real and personal property taxes, stamp taxes,
     transfer   taxes,  other  governmental  charges,  and  other  government
     obligations  of the same or of a similar nature to any of the foregoing,
     which are required by law to be paid, withheld or collected by the Group
     Companies; (b)  any liability for amounts referred to in (a) as a result
     of any obligations  to  indemnify  another  person;  (c)  any  amount or
     amounts in respect of any Group Company as is referred to in Clause 1.03
     and  (d)  all  interest,  penalties,  fines, costs, charges and expenses
     incidental or relating to the liability  to  Taxation or the deprivation
     of any Relief which is the subject of this Deed  to  the extent that the
     same is payable or suffered by any Group Company;

     "Tax  Authority" means any taxing or other legitimate authority  in  the
     PRC or  Cayman  Islands  competent  to  impose any liability of Taxation
     pursuant to the then effective laws of the relevant jurisdiction.

1.02 In this Deed, references to Clauses and Schedules  are  to  clauses  and
     schedules  of this Deed, words importing the singular include the plural
     and vice versa,  words importing a gender include any gender, references
     to persons include bodies corporate or unincorporate and the headings to
     the Clauses in this  Deed  are  for  convenience  only and have no legal
     effect.

1.03 In  the  event  of  any  deprivation of any Relief already  enjoyed  and
     accounted  for  by the Group  Companies,  liability  arising  from  such
     deprivation shall  be  treated  as an amount of Taxation by applying the
     relevant rates of Taxation in force  in the period or periods in respect
     of  which  Relief would have applied or  (where  the  rate  has  at  the
     relevant time  not  been  fixed)  the  last known rate and assuming that
     Relief was capable of full utilization by the relevant company.

1.04 Words and phrases defined in the Agreement  shall  have the same meaning
     when used in this Deed unless otherwise defined herein.

2.   INDEMNITY

2.01 The  Covenanters hereby jointly and severally covenant  and  agree  with
     each Covenantee  that  the  Covenanters shall unconditionally, fully and
     effectually indemnify and at  all  times keep unconditionally, fully and
     effectually indemnified each Covenantee from and against:

     (a)   the  amount  of any and all Taxation  falling  on  any  Covenantee
           resulting from  or  by  reference  to  any income, profits, gains,
           transactions, events, matters or things  of  the  Group  Companies
           earned,  accrued,  received,  entered  into  or  occurring  up  to
           Completion  with  respect  to which Taxation should have been paid
           but have not been paid pursuant  to the requirement of law by such
           Covenantee on or prior to Completion;

     (b)   without  limiting the generality of  Section  2.01(a)  above,  the
           amount of any and all Taxation falling on any Covenantee resulting
           from  or  by   reference   to  the  following  taxations,  claims,
           penalties,   fines  or  other  monetary   and   non-monetary   tax
           liabilities of any Group Companies occurring up to Completion with
           respect to which  Taxation should have been paid but have not been
           paid pursuant to the  requirement  of law by such Covenantee on or
           prior to Completion:

           (i)  any tax liabilities due to the  recognition of sales revenues
                upon  the  issuance of invoices rather  than  on  an  accrual
                basis;

           (ii) any tax liabilities  due to any equity transfers of any Group
                Companies  (including without  limitation  the  transfers  of
                equity interests  of Shanghai Chic Storage and Transportation
                Co.,  Ltd. and Shanghai  New  Chic  Logistics  Co.,  Ltd.  to
                Shanghai Chic Logistics Co., Ltd.), or any business or assets
                transfers  or  any service and undertakings agreement entered
                into between Group Companies;

           (iii)any tax liabilities  due  to any claims by any Subsidiary for
                corporate income tax deduction  for  expenses incurred by the
                Company;

           (iv) any tax liabilities due to any related  parties' transactions
                between any Group Company and its Affiliate(s);

           (v)  any  tax  liabilities  due  to  not  withholding  appropriate
                individual  income  taxes  for  the employees  of  any  Group
                Company  and  not  withholding appropriate  corporate  and/or
                individual income tax in transactions with any third parties;

           (vi) any tax liabilities  due  to  non-compliance  with  competent
                local or state tax authorities either by any Group Company or
                any of its branch company;

           (vii)any  tax  liabilities  incurred  by any Group Company due  to
                issuance   of   tax   deductible   invoices   used   in   the
                transportation industry for transportation  services provided
                by subcontractors; and

           (viii)any  tax  liabilities  incurred by the Company  due  to  the
                implementation of the Employee Benefit Plan.


      (c)  any and all costs (including all  legal  costs),  expense or other
           liabilities which any Covenantee may incur in connection with:-

           (i)  the settlement of any claim under this Deed;

           (ii) any legal proceedings in which any Covenantee claims under or
                in respect of this Deed and in which judgment  is  given  for
                any Covenantee; or

           (iii)the enforcement of any such settlement or judgment.

2.02 For the avoidance of doubt, the Covenanters shall unconditionally, fully
     and  effectually  indemnify and at all times keep unconditionally, fully
     and effectually indemnified each Covenantee as set forth in Section 2.01
     even if the Covenanters  have  disclosed to the Convenantee(s) the facts
     in connection with such Taxation or depravation of Relief.

3.   CLAIMS

3.01 If any Covenantee receives a Claim which may give rise to a liability on
     the part of the Covenanters to make a payment under this Deed, the Buyer
     shall:

      (i) within twenty (20) business  days  of becoming aware of such Claim,
      give to the Covenanters by written notice  details of the circumstances
      of such Claim. The Covenanters and the Buyer  shall  discuss  with each
      other in good faith in respect of such Claim, and Buyer shall keep  the
      Covenanters  informed  of  all  material  developments relating to such
      Claim;

      (ii) if so reasonably requested by the Covenanters, take all reasonable
      steps  or  proceedings  as  the  Covenanters  may  reasonably  consider
      necessary  in  order  to  mitigate,  avoid,  resist,  appeal,  dispute,
      contest, remedy, compromise or defend such Claim  and  for this purpose
      take  necessary  proceedings in the name of the relevant Group  Company
      subject to the Buyer  being  indemnified by the Covenanters against all
      reasonable costs and expenses incurred in connection therewith;

      (iii) at ordinary working hours  allow the Covenanters access to and to
      inspect  and take copies of all necessary  books  and  records  of  the
      relevant Group  Company  in  respect of matters prior to Completion and
      associated  with  the  Claim  (subject   always  to  keeping  the  same
      confidential other than necessary disclosures  in  connection  with any
      such Claim);

        (iv)  obtain  the  assistance  of the personnel of the relevant Group
      Company to provide statements and  proofs of evidence, and to attend at
      any  hearing  to  give  evidence or otherwise,  and  to  provide  other
      reasonable assistance to enable the Covenanters to reasonably mitigate,
      avoid, resist, appeal, dispute,  contest,  remedy, compromise or defend
      any such Claim on the basis that the Covenanters  shall  be responsible
      for all reasonable expenses incurred by the Company and/or the Buyer in
      providing such assistance;

      (v)  save  with  the  prior  written consent of the Covenanters  (which
      consent  shall not be unreasonably  withheld  or  delayed),  not  admit
      liability  in  respect  of  or  compromise  or settle any such Claim or
      volunteer  any  alleged circumstances in the course  of  disputing  any
      claim likely to affect  the  amount  thereof  or  the  future  Taxation
      liability  of  any  Covenantee.  Notwithstanding  the foregoing, if the
      Buyer has given a written notice of a proposed admission, compromise or
      settlement of Claim, and has not within 21 days thereafter  received an
      instruction in writing from the Covenanters indicating its objection to
      such  proposal,  then  the Covenanters shall be deemed to have given  a
      prior  written  consent  to  such  proposed  admission,  compromise  or
      settlement of Claim.

3.02 Upon  receipt of a notice, the  Covenanters  shall  have  the  right  to
     jointly rather than individually participate in the defense of the Claim
     at its  own  expense  and  with  counsel  of  its  own choice; provided,
     however, that the Covenanters shall diligently pursue such defense.

3.03 Where a deadline to pay the Taxation is provided in a Claim, an order of
     the  Tax  Authority  or  under  applicable  laws which deadline  is  not
     extendable upon filing a dispute, the Covenanters shall pay to the Buyer
     or a Group Company designated by the Buyer an  amount  equal to the full
     amount of the Taxation on or before the third business day prior to such
     deadline, and the Buyer or the designated Group Company  shall  pay  the
     Taxation  within  three  business  days thereafter to the Tax Authority,
     provided however that such payments  shall not be deemed as admission of
     liability or a compromise or settlement  to  the  Claim  and  shall  not
     prejudice  the  parties'  right to seek final adjudication regarding the
     Claim.  If  under  the  final  adjudication  regarding  the  Claim,  any
     compensation is adjudicated to be  paid  to  a  Group Company, the Group
     Company  should  pay  to  the  Covenanter an amount equivalent  to  such
     compensation within 3 days upon receipt of such compensation.

3.04 Where there is no deadline to pay  the  Taxation,  the Covenanters shall
     pay to the Buyer or a Group Company designated by the Buyer according to
     the final adjudication regarding the Claim (if any)  on  or before three
     business days following the issuance of such final adjudication.

4 Exclusions and Limitations


4.01 The  Covenanters shall have no obligations under the covenant  contained
     in clause 2.1 in respect of any liability for Taxation:

      (i) to  the  extent  that  provision  or reserve for such liability for
      Taxation has been made in the Accounts; or

      (ii) to the extent that the Buyer has made  recovery in respect of such
      liability for Taxation under the Warranties or  any other provisions of
      the Agreement; or

      (iii)  to the extent that such liability for Taxation  would  not  have
      arisen but  for  or is increased as a consequence of any voluntary act,
      omission, transaction  or  arrangement  carried  out or effected by the
      Buyer or a Group Company at any time after Completion, other than where
      such  voluntary act, omission, transaction or arrangement  takes  place
      pursuant   to  a  legally  binding  commitment  created  on  or  before
      Completion by  the  Covenanter or the Group Company, is required by law
      or takes place in the ordinary course of business of the Group Company;
      or

      (iv) to the extent that  such  liability  for  Taxation  would not have
      arisen but for or is increased by reason of:

       (a)   a disclaimer, claim or election made or notice or consent  given
             after  Completion by the Buyer or a Group Company otherwise than
             at the direction of the Covenanters under the provisions of this
             Deed or pursuant to law; or

       (b)   the failure  or  omission  by a Group Company to make any claim,
             election, surrender or disclaimer  or give any notice or consent
             or  do any other thing after Completion  the  making  giving  or
             doing  of  which  was taken into account or assumed in computing
             the provision for Taxation (including the provision for deferred
             Taxation) in the Accounts and full details of which are given in
             the Disclosure Letter; or

      (v) which arises from any  change  in  accounting  policy affecting the
      Company, introduced or having effect on or after Completion, other than
      those changes introduced or effected pursuant to and in compliance with
      law; or

      (vi)  to  the  extent  that  any  Relief (other than a Buyer's  or  the
      Company's Relief) is available to set  against  or  otherwise  mitigate
      such liability for Taxation; or

        (vii)  to  the  extent that such liability for Taxation arises or  is
      increased as a consequence  of  the failure by the Buyer or the Company
      after Completion to comply with its obligations under this Deed.

4.02 Except  for  any  liabilities  based on  fraud,  the  liability  of  the
     Preferred Share Sellers under this  Deed  shall  not extend to any Claim
     notice of which was given by the Buyer in writing  later than the second
     anniversary of the Completion, provided however, the  Covenanters  shall
     remain liable for the Taxation with respect to which the Buyer has given
     a  written  notice  regarding  the  relevant  Claim  within  the  second
     anniversary of the Completion but the final adjudication regarding  such
     Claim occurs only after the second anniversary of the Completion.

4.03 The  liability  of  the  Covenanters  under  this Deed is subject to the
     limitations set forth in Section 6.6.3 of the Agreement.

4.04 To the extent permitted by law and solely for  Covenanters'  tax  filing
     purposes,  any  amount paid by the Covenanters under this Deed shall  be
     treated as a reduction  in  the  consideration paid by the Buyer for the
     Sale Shares.

5.   NOTICES

5.01 The provisions of Clause 17 of the Agreement (mutatis mutandis) shall be
     incorporated in and be deemed to be part of this Deed.

6.   BINDING EFFECT

6.01 This Deed shall enure to the benefit of and be binding on each party and
     its respective successors and assigns.

7.   ENTIRETY OF DEED AND SEVERABILITY

7.01 The  terms and conditions contained  in  the  Agreement  and  this  Deed
     constitute  the  entire agreement between the parties hereto relating to
     the  subject  matter   hereof   and   shall   supersede   and   previous
     communications, oral or written, between the parties hereto with respect
     to  the subject matter hereof which are inconsistent with the provisions
     of this Deed.

7.02 Any provision  of  this  Deed prohibited by or unlawful or unenforceable
     under any applicable law actually  applied  by  any  court  of competent
     jurisdiction shall, to the extent required by such law, be severed  from
     this  Deed  and  rendered  ineffective  so  far  as  is possible without
     modifying  the remaining provisions of this Deed.  Where,  however,  the
     provisions of  any  such  applicable  law may be waived, they are hereby
     waived by the parties hereto to the full extent permitted by such law to
     the  end  that  this Deed shall be valid,  binding  and  enforceable  in
     accordance with its terms.

8.   AMENDMENT

8.01 This Deed may be  varied,  amended  or  modified only by agreement under
     seal of all parties.

9.   RELEASE OF OBLIGATIONS

9.01 Any liability of the Covenanters under this  Deed  may,  in  whole or in
     part, be released, compounded or compromised by the Covenantees jointly,
     in  their sole and absolute discretion, or time or other indulgence  may
     be granted  to the Covenanters by the Covenantees jointly, in their sole
     and absolute discretion, without in any way prejudicing or affecting any
     of its other  rights,  powers  or remedies against the Covenanters under
     any other liability hereunder.

10.  TIME

10.01Time shall be of the essence of this Deed.

11.  LAW AND JURISDICTION

11.01This Deed is governed by Hong Kong  law,  without regard to its conflict
     of laws rules.

11.02Any dispute, controversy or claim arising out  of  or in connection with
     this Deed, or the breach, termination or invalidity thereof ("Dispute"),
     shall submitted to the Hong Kong International Arbitration Centre and be
     settled by arbitration in accordance with UNCITRAL Arbitration  Rules as
     at  present  in force and as may be amended by the rest of this Clause..
     There shall be  three (3) arbitrators. The Covenantees shall be entitled
     to jointly appoint one (1) arbitrator. The Covenanters shall be entitled
     to jointly appoint one (1) arbitrator. The third arbitrator who shall be
     of a different nationality  from any of the parties shall be agreed upon
     by the two party appointed arbitrators  within  thirty  (30) days of the
     appointment  of  the  second  arbitrator  or,  in  default  thereof,  be
     appointed  by  the  Chairman  of the Hong Kong International Arbitration
     Centre. The place of arbitration shall be Hong Kong. The language in the
     arbitration proceedings shall be  English. The arbitral tribunal may not
     award exemplary, punitive, multiple  or  any  form  of  non-compensatory
     damages. The decision and award of the arbitral tribunal  shall be final
     and binding on the Parties and may be entered and enforced  in any court
     having  jurisdiction,  and  the  Parties irrevocably and unconditionally
     waive any and all rights to any form  of  appeal,  review or recourse to
     any  state or other judicial authority, insofar as such  waiver  may  be
     validly made.  Notwithstanding the foregoing, the Parties shall have the
     right  to  seek interim injunctive relief or other interim relief from a
     court of competent  jurisdiction,  before the arbitral tribunal has been
     appointed.  Without  prejudice to such  provisional  remedies  as  maybe
     available under the jurisdiction  of  a  national  court,  the  arbitral
     tribunal  shall  have  full  authority to grant provisional remedies  or
     order the parties to request that a court modify or vacate any temporary
     or preliminary relief issued by such court, and to award damages for the
     failure of any party to respect  the  arbitral tribunal's orders to that
     effect.

11.03The  parties  agree  that  the  documents which  start  any  proceedings
     relating to a Dispute and any other  documents  required to be served in
     relation  to  such  proceedings  may  be  served  on the  Covenanter  in
     accordance  with  Clause  17  of  the Agreement.  These  documents  may,
     however, be served in any other manner  allowed  by  law.   This  Clause
     11.03 applies to all proceedings wherever started.




IN  WITNESS  whereof  this  Deed  has been executed under seal the date first
above written.


 Signed by [ ]
 for and ob behalf of
 CV DISTRIBUTION SERVICE LTD.
 in the presence of:


 Signed by [ ]
 for and on behalf of
 SWINGSIDE LTD.
 in the presence of:


 Signed by [ ]
 for and on behalf of
 SEAVI ADVENT CHL INVESTMENTS LTD.
 in the presence of:


 Signed by [ ]
 for and on behalf of
 FORTIS PRIVATE EQUITY ASIA FUND N.V.
 in the presence of:


 Signed by [ ]
 for and on behalf of
 PROSPER FIELD HOLDINGS LIMITED
 in the presence of:


 Signed by [ ]
 JOHNSON SHEN QIWEI


 Signed by [ ]
 JIMMY KANG JIMIN






                                  SCHEDULE  9 KEY PERSONNEL



   1. Johnson Shen

   2. Jimmy Kang

   3. Lim Sau Hong

   4. Edwin Li

   5. Anny Wang

   6. Waley Jiang









   SCHEDULE  10 FORM EMPLOYMENT, CONFIDENTIALITY AND NON-COMPETE AGREEMENT


Notes:  (i) With respect to Johnson Shen, an appropriate employment agreement
in form and  substance  substantially in the form as set forth below, subject
to  any supplements/amendments  satisfactory  to  the  Employer  (as  defined
below),  Buyer and Johnson Shen shall be negotiated and entered into prior to
Completion,  which  employment agreement shall reflect the terms set forth in
the letter dated August  _  2007 from duly authorized representative of Buyer
and  shall  contain  other  provisions  customary  and  appropriate  for  the
occasion. (ii) With respect to  other  Key Personnel, an employment agreement
substantially in the form as set forth below  shall be negotiated and entered
into prior to Completion:

This   Employment,   Confidentiality  and  Non-competition   Agreement   (the
"Agreement") is entered into on [*] by and between:

(1)  [INSERT COMPANY'S  NAME] (the "Employer"), a corporation organized under
the laws of the People's  Republic  of  China (the "PRC") with its registered
address of [*] and legal representative of [*].


And

(2)  [NAME] (the "Employee"), a [*] citizen  with  ID  Card  No.  [*],  whose
     residence address is [*].

The Employer and the Employee are hereinafter referred to collectively as the
"Parties" and individually as a "Party".


WHEREAS,

(A)  the Employer desires to employ the Employee in accordance with  the
     terms and conditions of this Agreement; and

(B)  the Employee is willing to enter into such employment with the Employer.

NOW THEREFORE, the Employer and the Employee agree as follows:

                            ARTICLE 1 EMPLOYMENT

1.1 Agreement to Employment

    The  Employer  hereby  employs  the  Employee for the Term (as defined in
    Section 1.2 hereof) to render exclusive  and  full-time  services  in  an
    exclusive  capacity to the Employer, and the Employee hereby accepts such
    employment and  agrees  to render such services to the Employer, upon the
    terms and subject to the conditions contained in this Agreement.

1.2 Term of Employment

    Subject to the terms and  conditions  of  this  Agreement,  the  term  of
    employment  of  the  Employee  by the Employer pursuant to this Agreement
    shall be [*] years (the "Term"),  with  the  initial commencing from [*],
    200[*].The first [*] months of the Term, that  is,  the period Commencing
    on  [*]  and  ending [*], shall be the probational period.  The  Term  is
    subject to renewal  based  on mutual agreement if reached one month prior
    to the expiration date of the Term.

1.3  Position and Duties

(1)  Position. The Employer shall  employ  the  Employee  as  the  Employer's
     [Position] during the Term.  The Employer may, depending on necessity to
     its  operation  and/or the Employee's performance, change or adjust  the
     Employee's position.

(2)  Duties.   The Employee  agrees  to  perform  faithfully  the  duties  as
     Employee under  the Articles of Association, employee handbook and other
     internal rules of  the  Employer  to  be  amended from time to time, the
     powers, authority and responsibilities vested  in and the resolutions of
     the  Board  of the Employer (the "Board") and any  applicable  laws  and
     regulations,  to  the  best  of  the  Employee's ability, experience and
     talent,  and  to  submit  to the Board prompt,  complete,  and  accurate
     reports of the Employee's work and expenses as requested.

(3)  Prohibited Activities. In carrying  out  the Employee's duties under the
     Agreement,  the  Employee will not pay, offer  or  promise  to  pay,  or
     authorize the payment  directly or indirectly, of any monies or anything
     of value to any government  official  or employee or any political party
     or candidate for political office for the purpose of influencing any act
     or decision of such official or of the  government  to  obtain or retain
     business,  or  direct  business  to  any  person. In no event shall  the
     Employer or its affiliates be obligated under this Agreement to take any
     action or omit to take any action that the  Employer  believes,  in good
     faith,  would  cause  it  to  be  in  violation  of  any applicable law,
     including  the  laws  of  the  PRC,  or of the United States,  including
     without limitation the U.S. Foreign Corrupt Practices Act.

1.4 Place of Employment; Devotion of Time to Business

(1)  Place of Employment.  The Employee hereby  agrees  to perform his duties
     as  [position] at the Employer's place of business  in  [Shanghai],  but
     the Employee  will  travel  on  temporary  trips  to such other place or
     places  as  may  be  required  from time to time to perform  his  duties
     hereunder.

(2)  Devotion of Time to Business.  The  Employee  agrees to render exclusive
     and full-time services to the Employer, which shall  be  eight (8) hours
     per  working day.  As determined by the particularity of the  nature  of
     the Employee's  position  and  responsibilities,  he may extend the work
     time beyond the normal work schedule of working eight  (8)  hours  a day
     based  on  the  business  requirements  of  the  Employer for purpose of
     achieving  his  job  objectives.  The Employer and the  Employee  hereby
     acknowledge  that  the  Employee's  efforts  so  made  are  due  to  the
     Employee's job function which has been fully taken into consideration by
     the Employer and the Employee when agreeing  to  the compensation to the
     Employee  hereunder and have been completely compensated  under  Article
     1.5 hereof.   The Employee acknowledges that the compensation and income
     under Article 1.5 hereof include all the reasonable compensation for all
     extra work as may  be  required  due  to  the nature of his job, and the
     Employee expressly acknowledge that he will  not  otherwise  request any
     overtime payment from the Employer for such extra work.

1.5 Remuneration and Benefits

(1)  Remuneration.  As compensation for all services to be rendered  pursuant
     to  this Agreement or at the request of the Employer, the Employer  will
     pay the Employee a salary at the rate of RMB [*] per annum.  This salary
     will  be wired, in equal monthly instalments, pay on the [*] day of each
     month, to the account designated by the Employee.

 (2) Benefits.   The  Employer will contribute to accounts of social security
     of the Employee as required by applicable labor law.

     The Employee shall  be  entitled  to  all statutory PRC holidays, annual
     paid leave of [*] days per calendar year  during the Term (provided that
     the entitled annual paid leave will be pro-rated  for  2007), and  other
     benefits  in  accordance  with  the  Employer's  standard  policies   as
     currently in effect and as may be amended from time to time.

(3)  Labor  Protections,  Labor Conditions and Protections against Vocational
     Perils. The Employer shall  provide  labor protections, labor conditions
     and protections against vocational perils  compatible  with  the  duties
     performed by the Employee and in accordance with PRC laws.

(4)  Tax.   The  Employee  shall  be  fully and ultimately liable for any tax
     payable  to the relevant tax authorities  by  the  Employee  on  his/her
     remuneration  and  benefits  received  from  the Employer.  The Employer
     shall have the right to withhold such individual  income  tax  under the
     applicable law.

(5)  Entire  Compensation. The Employee hereby expressly agrees that,  unless
     otherwise  agreed  by  both parties in writing, the salary and bonus (if
     any) as set forth herein constitute the full payment in consideration of
     all services provided by  the  Employee  hereunder  and all compensation
     entitled to the Employee under this Agreement.



                          ARTICLE 2 CONFIDENTIALITY

2.1 Confidential Information

"Confidential  Information"  means  all  information  which  is  used  in  or
otherwise relates to the business, customers or financial or other affairs of
the  Employer,  its  subsidiaries  and  its  affiliated  companies including,
without limitation, information relating to:

   (a)the  marketing  of  goods  or  services including, without  limitation,
      customer names and lists and other details of customers, sales targets,
      sales  statistics,  market  share  statistics,   prices  or  any  other
      financial data, market research reports and surveys, and advertising or
      other promotional materials; or

   (b)future   projects,   business   development  or  planning,   commercial
      relationships and negotiations, or

   (c)any transactions in relation to or in connection with the Employer.



2.2 Confidentiality Obligation

 (1) In  view  of the fact that the Employee's  work  as  [position]  of  the
     Employer  will   give  the  Employee  contact  with  or  access  to  the
     Confidential Information,  the  Employee  hereby  agrees that during the
     Term   and   at  any  time  after  the  termination  of  the  employment
     relationship,  the  Employee  shall  abide  by the confidentiality rules
     formulated by the Employer.

     (a)Without the Employer's prior written consent, the Employee shall not,
        directly or indirectly:

     (i)   use   Confidential   Information  for  any  purpose   other   than
           performance of his/her duties;

     (ii)  disclose in whatsoever  form  any  Confidential Information to any
           third parties;

     (iii) acquire Confidential Information by  any improper methods or allow
           third parties to do the same;

     (iv)  use or allow third parties to use any  Confidential Information so
           acquired.

     (b)The Employee is obliged to use his/her best  efforts  to  prevent any
        third party from stealing the Confidential Information.

(2)  For  the purpose of this Article 2, the phrase "acquire by any  improper
     methods"  referred  to  under  Article  2.2(1) includes stealing, fraud,
     threat, bribery, unauthorized reproduction,  breach  of  confidentiality
     obligations,   persuasion   of  others  to  breach  the  confidentiality
     obligation or similar methods of the same nature.

(3)  The obligations under Article  2.2(1)  shall  not apply to the following
     information which:

     (a)the Employee can prove has entered  into the public domain;

     (b)has  been  disclosed  other  than  by the Employee's  breach  of  the
        provisions of this Article 2.2(1);

     (c)the Employee can prove is acquired from  a  third  party who does not
        assume confidentiality obligations; or

     (d)has been disclosed by the Employee as required by any  applicable law
        or   court   order,   under   which  circumstance,  the  Confidential
        Information  shall be disclosed  only  to  the  extent  as  expressly
        specified by such applicable law or court order.

(4)  The Employee understands  and  agrees that the Employer may from time to
     time  receive confidential information  of  third  parties  which  would
     require  the  Employer  to maintain such information in confidence.  The
     Employee agrees to maintain  such  information  in  confidence  for  the
     Employer  and  such  third parties and in no event disclose to any party
     other  than  the Employer  and  such  third  parties  such  confidential
     information.

(5)  If the Employer  suffers  any loss from the Employee's breach of Article
     2.2 hereof, the Employee must  indemnify  the Employer for any losses or
     damages of the Employer arising from the Employee's  breach  of  Article
     2.2 hereof in accordance with this Agreement and assume any other  legal
     liabilities under PRC laws.

(6)  Nothing  in  this  Agreement shall be deemed to exclude, weaken or waive
     any rights related to  the protection of trade secrets that the Employer
     may have under PRC laws  (including  but  not  limited  to the PRC Anti-
     Unfair Competition Law).

                          ARTICLE 3 NON-COMPETITION

3.1  Competitive Position

In this Article 3:

"Competitive Position" shall mean serving as an employee, consultant, advisor
 or otherwise, for any other person that engages in the business competitive
 or similar to the Principal Business.

"Principal Business" means the following businesses: warehousing and storage,
package, encasement and consignment, stacking and cargo packing up, package
and freight forwarding agency, domestic express delivery service, road cargo
transportation of ordinary and dangerous goods, multimodal transportation,
cargo and technology import and export, commercial simple processing, goods
display, and commercial consultation services.

3.2  Non-competition by the Employee

(1)  The Employee hereby irrevocably covenants and undertakes that during the
     Term  and  within  3  years  after  the  Employee leaves his/her  employ
     ("Employee  Departure  Date"),   the Employee  shall  not,  directly  or
     indirectly, and whether or not for  compensation,  either  on his or her
     own  behalf  or  as  an  employee, officer, agent, consultant, director,
     owner, partner, shareholder,  investor, or in any other capacity (except
     in the capacity of an employee of the Employer acting for the benefit of
     the Employer),

     (a)serve in a Competitive Position;

     (b)engage in activities contrary  or  harmful  to  the  interest  of the
        Employer or any of its subsidiaries and affiliates, including but not
        limited to:

   (i)employ  or  recruit  any  present,  former  or  future  employee of the
      Employer  or    any  of its subsidiaries and affiliates to serve  in  a
      Competitive Position;

   (ii)own equity (other than  as  the  holder  of  not more than 1% of total
      outstanding shares of a publicly-held company)  in  any  other  company
      that engages in Principal Business; or

   (iii)participate  in a hostile takeover attempt of the Employer or any  of
      its subsidiaries and affiliates.

     (c)assist  in  any  way  any  person  or  entity  whose  activities  are
        competitive with or otherwise similar to the Principal Business; or

(2)  The Employer may,  at  any  time  either  before  or  after the Employee
     Departure  Date,  shorten,  or waive, the period for its non-competition
     obligation under Article 3.2  (1) above by giving notice to the Employee
     thereof.  If, at any time either  before or after the Employee Departure
     Date, the Employer does not require  the  Employee  to  perform any non-
     competition  obligations  hereunder,  the period for the Non-competition
     obligation may be shortened to zero, and  the  Employer does not need to
     pay any economic compensation to the Employee.

(3)  In  full  consideration  of  the  Employee's  performance  of  the  non-
     competition obligations under Article 3.2(1) above, the Employer agrees,
     subject to Article 3.2(2) above, from the Employee Departure Date to the
     expiry  of  the  Employee's  non-competition  obligations,  pay  to  the
     Employee an economic compensation at a rate set  out  in Article 3.2 (4)
     hereunder,  for  the  enforcement of such obligations of non-competition
     herein imposed on the Employee.

(4)  The full economic compensation  for  the  Employee  set forth in Article
     3.2(3) above shall be [*]% of the aggregate remuneration  (excluding any
     benefits)  in the 12 consecutive months prior to the Employee  Departure
     Date divided  by 12 and shall be paid at the end of each month after the
     Employee Departure  Date to the bank account of the Employee for receipt
     of salaries under this  Agreement.  The  Employee  shall  be  fully  and
     ultimately liable for any tax payable to the relevant tax authorities by
     the  Employee  on  such  economic compensation set forth in this Article
     3.2(4).  The Employer shall  have  the right to withhold such individual
     income tax under the applicable law.

(5)  Upon  receipt  of each payment of the  economic  compensation  from  the
     Employer, the Employee  shall  provide  the  Employer  with  an executed
     receipt by the Employee indicating the payment date.

(6)  If  the  Employer fails to pay to the Employee the economic compensation
     in a full  and  timely  manner  as set out in Articles 3.2(3) and 3.2(4)
     (unless otherwise notified pursuant  to Article 3.2(2)), and still fails
     to do so within 30 days of receipt of the Employee's written notice, the
     Employee  will  be  discharged from his/her  obligations  under  Article
     3.2(1).

3.3  Non-Solicitation

(1)  The Employee hereby agrees  that, during the Term and for a period of [3
     years]  after  the Employee Departure  Date,   the  Employee  will  not,
     directly or indirectly,  and  whether or not for compensation, either on
     his or her own behalf or as an  employee,  officer,  agent,  consultant,
     director,  owner,  partner,  shareholder,  investor,  or  in  any  other
     capacity,

     (a)induce  or  attempt  to induce any employee, consultant, sales agent,
        supplier, customer or  independent  contractor of the Employer to end
        his or her relationship with the Employer; or

     (b)employ,  retain as a consultant or contractor,  or  cause  to  be  so
        employed or  retained,  any  employee  (or  former employee within 12
        months after the date such former employee ceases  to  be employed by
        the Employer), consultant, sales agent, or independent contractor  of
        the Employer; or

     (c)accept  or  solicit  investment capital, directly or indirectly, from
        any individual (other  than the general public) or entity, or from an
        officer, partner, or principal of any entity, from which the Employer
        has accepted investment capital, or with which, prior to the Employee
        Departure  Date, the Employer  has  held  discussions  regarding  the
        possibility of securing investment capital; or

     (d)enter into or  attempt to enter into a business relationship with any
        individual or entity  with  which,  prior  to  the Employee Departure
        Date, the Employer had a business relationship,  or with which, prior
        to  the  Employee  Departure Date, the Employer had held  discussions
        regarding the possibility  of  entering into such an relationship, if
        such relationship would be competitive  with or otherwise deleterious
        to the interests of the Employer; or

     (e)do  or  say  anything  which  is  harmful to the  reputation  of  the
        Employer, or which may lead any person  to  cease  to  deal  with the
        Employer on substantially equivalent terms as before or at all.


ARTICLE 4  AMENDMENT, TERMINATION AND RESCISSION OF THIS AGREEMENT


4.1  Amendment to the Agreement

(1)  This Agreement can be amended under any of the following circumstances:

     (a) upon agreement of the Parties through consultation; or

     (b)if  there  is  any change in the laws, regulations and administrative
        rules on which this  Agreement is based at the time of its execution,
        the relevant content of the Agreement shall be adjusted accordingly.

(2)  Either Party who wishes to  amend  the  provisions of this Agreement for
     any reason (including the case where a major  change  in  the  objective
     circumstances  under which the Agreement was drawn up has rendered  this
     Agreement impossible  to be performed) shall inform the other Party with
     a thirty (30) days prior  written  notice.  The  other Party shall reply
     within  fifteen  (15) days upon receipt of the notice.  The  failure  to
     reply within the said  period,  the  other  Party  shall  be  deemed  as
     disapproval  of  the amendment and the Parties shall continue to perform
     this  Agreement unless  otherwise  stipulated  by  applicable  laws  and
     regulations.

(3)  The Agreement may be amended only by a written agreement executed by the
     Parties hereto.

4.2  Termination upon Consultation

    The Agreement may be terminated upon mutual agreement by the Parties.

4.3  Early Termination by the Employer

(1)  Dismissal  without Notice.  The Employer may dismiss the Employee at any
     time without notice if the Employee:

     (a)the Employee  has  been proven unable to meet the employment criteria
        of the Employer during the probation period;

     (b)the Employee has seriously  or  persistently  breached  the  rules of
        employment or work disciplines of the Employer as promulgated  by the
        Employer;

     (c)the  Employee  has  been  seriously  derelict in duties or engaged in
        misconduct  for  selfish  ends or personal  gain,  against  the  best
        interests of the Employer;

     (d)the Employee maintains labor  relationship  with  other  employer(s),
        which  leads  to  adverse  impact  on  his/her  performance of duties
        assigned  by the Employer, or which he/she refuses  to  rectify  when
        notified by the Employer;

     (e)the Employee has been charged and found guilty of a criminal offense,
        or punished  with  detention  or  rehabilitation  through  labor  for
        his/her violation of laws and regulations;

     (f)the  Employee  enters  into  or  amends  this  Agreement  against the
        Employer's  autonomy  of  will or by means of fraud, intimidation  or
        taking advantage of the Employer's precarious position; or

     (g)the Employee has provided untrue,  false  information to the Employer
        or  has  willfully  withheld  or  concealed information  which  would
        otherwise have impacted the Employer's decision.

(2)  Dismissal with Notice. The Employer may  dismiss  the  Employee  with 30
     days  prior  written  notice  or  payment  of  one month's salary of the
     Employee in lieu of the notice if:

     (a)the Employee suffers from a non-occupational disease or has sustained
        an injury that is not work-related, and is unable  to  resume his/her
        original  work  or  other  work  assigned  by  the Employer upon  the
        conclusion of medical treatment;

     (b)the  Employee  is  incapable  of  performing  the duties  of  his/her
        position and continues to be incapable of achieving an adequate level
        of performance after training or transfer to a different position;

     (c)a major change in the objective circumstances pursuant  to which this
        Agreement  was  entered into has rendered the Agreement incapable  of
        being performed and the Parties have failed to reach agreement on the
        amendment of the Agreement; or

     (d)the Employer needs  to reduce the number of its personnel in response
        to any of the following  situations:  (i)  carrying out restructuring
        according  to  the PRC Enterprise Bankruptcy Law;  (ii)  encountering
        serious difficulty in its production or operation, (iii) changing way
        of  production,  material   technical  innovation  or  adjustment  of
        business mode which, after amending  relevant  labor contracts, still
        give rise to the need of reducing personnel, or  (iv)  encountering a
        major  change  in  the  objective economic circumstances pursuant  to
        which this Agreement was  entered  into which change has rendered the
        Agreement incapable of being performed,  and  has  consulted with the
        Employer's trade union or employees and complied with  relevant legal
        requirements.

        The Parties hereby agrees that if the Employer fails to serve a prior
        written notice to the Employee pursuant to this Article  4.3(2),  the
        Employer  can  terminate  this  Agreement  by way of paying one-month
        salary  to  the  Employee  in  lieu  of  notice  in  accordance  with
        applicable law.

(3)  No Dismissal.  The Employee shall not be dismissed pursuant  to  Article
     4.3(2)  (except for the circumstance where the termination is agreed  by
     the Parties through consultation) if:

     (a)the Employee  suffers  from  an occupational disease or has sustained
        work-related injuries, and has  been  confirmed  to  have lost or has
        partially lost the capacity to work;

     (b)the  Employee is on prescribed medical leave due to a disease  or  an
        injury;

     (c)the Employee  is  a  woman  who  is  pregnant, on maternity leave, or
        nursing a baby; or

     (d)an applicable law or regulation otherwise  prohibits  the termination
        of the Agreement.

4.4 Early Termination by the Employee

 (1) Resignation with Notice.  The Employee may, at any time during the Term,
     with or without cause, upon not less than 30 days' prior written notice,
     terminate the employment with the Employer.  In such event, the Employer
     shall  have  no  obligation to pay any compensation to the Employee  for
     termination of this  Agreement.   If  the  Employee  fails  to serve the
     Employer a 30 days prior written notice pursuant to this Article 4.4(1),
     the Employee shall compensate the Employer for the shortfall  calculated
     based  on his/her daily salary rate.  , Notwithstanding anything  herein
     to the contrary, however, this Agreement should not be terminated by the
     Employee  with  30  days  prior written notice in the event the Employer
     suffers any economic losses  caused by the Employee and such losses have
     not been fully compensated (including  any outstanding training fees) by
     the Employee, or the Employee fails to assume  his/her  liabilities  for
     breach of agreement under this Agreement.

(2)  Resignation  without  Notice.  Notwithstanding the provisions of Article
     4.4(1) above, the Employee may resign at any time without notice:

     (a)if the Employer has coerced him into entering into this Agreement; or

     (b)if the Employer fails to pay remuneration in accordance with the
        terms of this Agreement or to provide working conditions pursuant to
        labour laws.

4.5 Mandatory Rescission

    The Agreement shall be immediately  rescinded  under any of the following
    circumstances:

     (a)the Agreement expires upon the expiry of its term (unless the Parties
        have renewed the Agreement in accordance with  Article 1.2). Prior to
        the expiry of the Agreement, the Employer shall  inform  the Employee
        with   thirty  (30)  days  prior  written  notice  and  proceed  with
        procedures for the termination of this Agreement;

     (b)the Employee  has been entitled to basic pension insurance treatments
        as stipulated by PRC laws;

     (c)the Employee dies  or  has  been  declared to be missing or dead by a
        court;

     (d)the Employer has been shut down, dissolved,  wound  up, terminated by
        agreement,  or declared bankrupt;

     (e)either Party has de facto ceased to perform this Agreement for thirty
        (30) days in succession; or

     (f)the  Employee  has  suffered  from an occupational disease  or  work-
        related injury and has been confirmed  to  have  lost part of his/her
        working ability, and the Employer has paid the Employee  a  lump  sum
        disability  compensation in accordance with laws and regulations upon
        mutual agreement by the Parties;

4.6  Events of Termination

    Unless otherwise agreed in writing by the Employer, when the Agreement is
    early terminated or expired, the Employee must:

    (a) immediately cease  to undertake all the activities in the name of the
       Employer, or    complete any unfulfilled matters as per the Employer's
       request;

    (b)transfer all works conducted  by  him/her  in the name of the Employer
       during  his/her employment with the Employer  in  their  entirety  and
       without any omission;

    (c)immediately  return  to  the  Employer,  in an intact and good status,
       everything,   such  as  archives,  records  and   other   Confidential
       Information, phones, computers and other office devices, books and all
       other properties  of  the  Employer  that  are  under  the  Employee's
       possession   or  custody  or  under  the  Employee's  control.  Unless
       otherwise agreed by the Employer in writing, the Employee may not take
       anything of the  Employer  (including  but  not  limited  to the above
       items) away from the Employer's office; and

    (d)If  the  Employer  suffers  any losses from the Employee's failure  to
       deliver any of the above documents  (including copies) or items to the
       Employer,  the  Employee  shall assume the  relevant  liabilities  and
       compensate the Employer for  such losses, under which circumstance the
       Employer may deduct an appropriate  amount  from  the  last payment of
       salary payable to the Employee, and shall have the right  to  take any
       other measures to protect its own legitimate rights and interests.


                      ARTICLE 5 LIABILITIES FOR COMPENSATION

5.1  Employer's Compensation

    The  Employer  shall  provide  economic  compensations  to  the  Employee
    according  to applicable PRC laws and regulations at the time of economic
    compensations.

5.2  The Employee's Compensation

(1)  In the event of the Employee's violation of PRC laws or breach of this
     Agreement, the Employer is entitled to impose disciplinary and/or
     economic punishment on the Employee, and/or claim economic compensation
     (if any) against the Employee and pursue any other remedies available
     for such violation or breach pursuant to PRC laws and this Agreement,

(2)  In case the Employee terminates this Agreement in violation of PRC laws
     or provisions hereof and causes losses to the Employer, he/she shall
     fully compensate the Employer for:

     (a) expenses incurred by the Employer for recruiting the Employee;

     (b) training fees paid by the Employer for the Employee;

     (c) direct economic losses caused to the Employer's business and
         operation.

(3)  If the Employee breaches  his/her confidentiality and non-
     competition obligations as set forth in Article 2 and 3, and causes
     losses to the Employer, the Employee shall pay to the Employer an amount
     of RMB[*] as liquidated damages in addition to any other remedies
     available to the Employer under PRC law and this Agreement.  In
     addition, the Employee shall return all economic compensations already
     paid by the Employer in accordance with Article 3 above.


                           ARTICLE 6 GENERAL PROVISIONS

6.1  Labour Discipline

     The Employee  shall  comply  with  all  aspects  of the Employer's rules
     relating to labour discipline and other work rules and procedures of the
     Employer contained in the employee handbook or otherwise  issued  by the
     Employer.   The  employee handbook of the Employer, as amended from time
     to time, and other  rules and materials issued by the Employer from time
     to time shall form part of the terms and conditions of the Agreement.

6.2  Waiver of Breach

     The waiver by the Employer  of a breach of any term of this Agreement is
     not a waiver of any subsequent breach.

6.3  Severability

     If any provision of this Agreement,  or  any  part  of any provision, is
     held  to  be invalid or unenforceable, that provision is  deemed  to  be
     amended to  apply  to  the  extent  enforceable  and  the balance of the
     Agreement shall be valid and binding.

6.4  Effective Day

     This Agreement shall come into effect when it is signed by the Parties.

6.5  Entire Agreement

     The  terms  and  conditions  of  this  Agreement  constitute the  entire
     agreement  between  the  Employee  and  the Employer and  supersede  any
     previous  agreements as to the subjects covered  by  the  Agreement.  In
     particular,   the  Employer  and  Employee  agree  that  the  employment
     agreement between  them  dated  [*] shall immediately expire and have no
     further effect upon the effectiveness of this Agreement.

6.6  Governing Law and Dispute Resolution

     This Agreement shall be governed  and  construed  in accordance with PRC
     laws and any dispute under this Agreement shall be resolved according to
     PRC  laws.  Any  dispute,  controversy or claim arising  out  of  or  in
     connection with this Agreement, or the breach, termination or invalidity
     thereof ("Dispute"), shall be  submitted to the competent labour dispute
     tribunal or people's court for resolution.

6.7  The Employee Representation

     The Employee represents that the  Employee  is  not party to or bound by
     any  agreement, or other legal limitation, that prohibits  the  Employee
     from entering into this Agreement or fulfilling its obligations.

6.8  Full Acknowledgement

     At the  time  of  the  execution hereof, the Employee has carefully read
     this Agreement, various  rules  and  regulations of the Employer and the
     employee handbook and fully understands  their  contents.  The  Employee
     hereby agrees to accept and comply with this Agreement.

6.9  Notices

    Notices  under  this  Agreement shall be given in writing to the relevant
    Party at the address stated  herein (or to such other address as it shall
    have notified the other Party previously in writing).

         If to the Employer:  [Name]
                              [Address]

         If to the Employee: [Name]
                             [Address]

6.10 Survival of Agreement

    Article 2, Article 3, Article  5.2(3)  and  Article 6.6 shall survive the
    termination of this Agreement.





IN WITNESS WHEREOF, the undersigned have hereunto caused this Agreement to be
executed as of the day and year first above written.

[Employer]




_______________________________
By:
Title:



[Employee]


_______________________________














            SCHEDULE  11 NON-DISCLOSURE AND NON-COMPETE AGREEMENT



                 CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


THIS  CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "Agreement") is made
on [*] by and between:

(i)  Chic  Holding  Limited,  a  limited  liability company incorporated [*],
     whose registered office is at [*] (the "Chic Holdings");

(ii) Shanghai  Chic  Logistics Co., Ltd.,  a  limited  liability
     company incorporated  in  the  People's Republic of China ("PRC"), whose
     registered office is at [*] (the "Chic Logistics")

(iii)Shanghai Chic Supply Chain Management Co., Ltd., a company
     incorporated in the PRC, whose registered  office  is  at [*] (the "Chic
     SCM");

(iv) Shanghai  Chic  Storage  and  Transportation  Co., Ltd.,  a
     company incorporated in the PRC, whose registered  office is at [*] (the
     "Chic S&T");

(v)  Shanghai  New  Chic  Logistics  Co.,  Ltd.,   a   company
     incorporated  in  the  PRC,  whose registered office is at [*] (the "New
     Chic") ; and

(vi) Chic's Mart Trading Co., Ltd.,  a company incorporated in
     the PRC, whose registered office is at [*] ("Chic's Mart").

Chic  Holdings,  Chic  Logistics,  Chic  SCM,  Chic  S&T  and  New  Chic  are
hereinafter   referred   to   collectively  as  the  "Group  Companies"   and
individually as a "Group Company".  Chic's  Mart  and  each Group Company are
hereinafter referred to collectively as the "Parties" and  individually  as a
"Party".

Whereas,

(a)Mr.  Johnson  Shen Qiwei (holder of PRC ID Number: 310104196411064078) and
   Mr. Jimmy Kang (holder of PRC ID Number: 310107671123281) (the "Founders")
   are shareholders  of  both the Group Companies and Chic's Mart at the date
   of this Agreement.

(b)The Founders, together  with  all  other  shareholders  of  Chic Holdings,
   entered  into an Agreement for the Sale and Purchase of the Entire  Issued
   and Outstanding Share Capital of Chic Holdings Limited on [*] (the "SPA"),
   to which the  form of this Agreement is attached as Schedule 11.  Pursuant
   the SPA, the Group  Companies  will  be  directly  or  indirectly  sold to
   certain buyer subject to the satisfaction of certain condition precedents.

(c)The  buyer  makes  it  a  condition  precedent  to  the  completion of the
   transaction  contemplated  under  the SPA that Chic's Mart and  the  Group
   Companies should enter into this Agreement  to  define  their  rights  and
   obligations  regarding  the  protection  of  Confidential  Information (as
   defined  below)  and  the  avoidance  of competitive activities after  the
   completion of the transaction contemplated under the SPA.

NOW THEREFORE, upon mutual consultation and adhering to the principle of good
faith, each Group Company and Chic's Mart  hereby  agree to perform the terms
of this Agreement set out as follows:


                            ARTICLE 1 DEFINITION

In this Agreement:

"Affiliate" means a person that directly or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under common control
with, a specified person, where "control" means the power and ability to
direct the management and policies of the controlled person through ownership
of voting shares of the controlled person or by contract or otherwise;

"Principal Business" means the warehousing and storage, package, encasement
and consignment, stacking and cargo packing up, package and freight
forwarding agency, domestic express delivery service, road cargo
transportation of ordinary and dangerous goods, multimodal transportation,
cargo and technology import and export, commercial simple processing, goods
display, commercial consultation services.

"Confidential  Information"  means  all  information  which  is  used  in  or
otherwise relates to any Group Company's business, customers  or financial or
other affairs including, without limitation, information relating to: (a) the
marketing of goods or services including, without limitation, customer  names
and  lists  and  other details of customers, sales targets, sales statistics,
market share statistics,  prices,  market  research  reports and surveys, and
advertising or other promotional materials; or (b) pending projects, business
development or planning, commercial relationships and  negotiations,  or  (c)
any transactions under the SPA or the Ancillary Documentation.

Other  capitalized  words  used  in  this Agreement, unless otherwise defined
herein, have the same meanings as those defined in the SPA.


                         ARTICLE 2  NON-COMPETITION

2.1  Non-competition

     During a period of 3 years from the  Completion Date, Chic's Mart agrees
     that, it will not, either alone or in  conjunction  with,  through or as
     shareholder or adviser to, or agent of, or manager for, any  company  or
     individual  directly  or indirectly carry on or be engaged, concerned or
     interested  in  or  assist   a  business  which  competes,  directly  or
     indirectly, with the Principal Business.

2.2  Solicitation of Business

     During a period of 3 years from  the  Completion  Date, Chic's Mart will
     not on its own account or in conjunction with or on  behalf of any other
     person,  either  seek to obtain orders from or do business  with  (which
     orders or business are similar to those conducted by any Group Company),
     or encourage directly  or  indirectly  another  person to do the same, a
     person  who has been a customer of the Principal Business  at  any  time
     during the  twelve  months prior to the Completion Date for the products
     or services of that business in its territory of operation.

2.3  Solicitation of Employee

     During a period of 3  years  from  the Completion Date, Chic's Mart will
     not  directly  or indirectly solicit or  contact  with  a  view  to  his
     engagement  or  employment  by  another  person,  a  director,  officer,
     employee or manager  of  a Group Company or a person who was a director,
     officer, employee or manager  of  a Group Company at any time during the
     twelve months prior to the Completion  Date,  in  either  case where the
     person in question either has Confidential Information or would  be in a
     position to exploit a Group Company's trade connections.

2.4  Solicitation of Professionals

     During  a  period  of  3  years  from  the  Completion Date, Chic's Mart
     will not  directly  or indirectly solicit or encourage  any  consultant,
     sales  agent,  accountant,   auditor,   agent,  supplier,  customer,  or
     independent contractor then under contract  with  the  any  of the Group
     Companies to cease work for any of the Group Companies.


                         ARTICLE 3  CONFIDENTIALITY

3.1   Confidentiality Obligation

(1)  Chic's  Mart  agrees  that  it should respect and keep confidential  all
     Confidential Information. At any time after the date of the SPA, without
     any Group Company's prior written consent, Chic's Mart shall,

     (a)   not, directly or indirectly,  use  or  disclose to any third party
           Confidential Information it has or acquires;

     (b)   use  its  best  efforts  to  prevent  the  use  or  disclosure  of
           Confidential Information;

     (c)   not acquire Confidential Information by any  improper  methods  or
           allow third parties to do the same; and

     (d)   use  or allow third parties to use any Confidential Information so
           acquired.

(2)  For the purpose  of  this  Agreement,  "acquire by any improper methods"
     referred to under above section 3.1(1) above  includes  stealing, fraud,
     threat,  bribery,  unauthorized  reproduction, breach of confidentiality
     obligations,  persuasion  of  others   to   breach  the  confidentiality
     obligation or similar methods of the same nature.

(3)  If any of the Group Companies suffers loss from  Chic's Mart's breach of
     Section 3.1 (1) hereof, Chic's Mart must compensate  such  Group Company
     or Companies for the loss according to the relevant provisions  of  this
     Agreement and assume any other legal liabilities under PRC laws.

3.2 Exception to Confidentiality Obligation

The   obligations  under  Section  3.1  shall  not  apply  to  the  following
information which:

(1)  has entered into the public domain;

(2)  has  been disclosed other than by Chic's Mart's breach of the provisions
     of this Agreement;

(3)  is acquired  from  a  third  party  who  does not assume confidentiality
     obligations; or

(4)  has been disclosed by Chic's Mart as required  by  any applicable law or
     court  order,  under  which  circumstance, the Confidential  Information
     shall be disclosed only to the  extent  as  expressly  specified by such
     applicable law or court order.


                       ARTICLE 4 LIABILITY FOR BREACH

If  Chic's  Mart  breaches, or threatens to commit a breach of,  any  of  the
provisions of this  Agreement  (the  "Restrictive  Covenants"'), the relevant
Group Company will have the following rights and remedies, each of which will
be  in  addition  to,  and  not in  lieu  of, any other rights  and  remedies
available to the Group Company under applicable law or in equity:

(1)   Specific  Performance.  The right and remedy  to  have the  Restrictive
   Covenants specifically enforced or to have any actual or threatened breach
   enjoined by any court having equity jurisdiction, all  without the need to
   post a bond or  any  other  security,  or  to  prove any amount  of actual
   damage, or that money damages would not provide  an  adequate  remedy,  it
   being  acknowledged and agreed that any such breach or threatened  breach
   will cause  irreparable  injury  to  the  Group  Company and that monetary
   damages will  not provide an adequate remedy to the Group Company; and

(2)  Accounting and Indemnification.  The right and remedy  to require Chic's
   Mart:

   (i)  to  account  for  and pay over to the Group Company all compensation,
     profits, monies, accruals, increments or  other  benefits   derived or
     received by Chic's Mart or any associated party deriving such   benefits
     as a result of any such breach of the Restrictive Covenants; and

   (ii)  to indemnify the Group Company against any  other  losses,  damages
     (including special  and  consequential  damages),  costs  and  expenses,
     including actual attorney's fees and court costs, which may be  incurred
     by  them and   which  result  from  or arise out of any such breach or
     threatened breach of the  Restrictive Covenants.


                           ARTICLE 5 MISCELLANEOUS

5.1  Scope of Restrictions

     Chic's Mart's restrictions of  non-competition  and  confidentiality  as
     contained in Articles 2 and 3 hereof shall extend to and for the benefit
     of  each Group Company and its Affiliate and to the nature and extent of
     their  respective businesses. Where reference is made to the business of
     a particular  Group Company, such term shall include any business of the
     Group Company and its Affiliate.

5.2  Effective Day.

     This Agreement shall come into effect on the Completion Date.

5.3  Governing Law

     This Agreement, and all matters relating hereto, including any matter or
     dispute arising  out  of  the Agreement, shall be interpreted, governed,
     and enforced according to the  laws  of  the  PRC, without regard to its
     conflict of laws rules.

5.4  Dispute Resolution

     Any dispute, controversy or claim arising out of or in connection with
     this Agreement, or the breach, termination or invalidity thereof
     ("Dispute"), shall submitted to the Hong Kong International Arbitration
     Centre and be settled by arbitration in accordance with the Arbitration
     Ordinance in force on the date of referral to arbitration. There shall
     only be one (1) arbitrator, who shall be appointed by the Hong Kong
     International Arbitration Centre. The place of arbitration shall be Hong
     Kong. The language in the arbitration proceedings shall be English.  The
     decision of the arbitral tribunal shall be final and binding on the
     Parties and the Parties irrevocably and unconditionally waive any and
     all rights to any form of appeal, review or recourse to any state or
     other judicial authority, insofar as such waiver may be validly made.
     Notwithstanding the foregoing, the Parties shall have the right to seek
     interim injunctive relief or other interim relief from a court of
     competent jurisdiction, both before and after the arbitral tribunal has
     been appointed, at any time up until the artbitral tribunal has made its
     final award.

5.5  Governing Language

     Each notice, demand, request, statement, instrument, certificate or
     other communication given, delivered or made by a party to any other
     party under or in connection with this Agreement shall be:

     (1) in Chinese; or

     (2) if not in Chinese, accompanied by an Chinese translation made by a
       translator, and certified by such translator to be accurate.

     The receiving party shall be entitled to assume the accuracy of and rely
     upon any English translation of any document provided pursuant to this
     Section 5.5(2).

5.6  Variation

      A variation of this Agreement is valid only if it is in writing and
     signed by or on behalf of each party.

5.7  Waiver

     The failure to exercise or delay in exercising a right or remedy
     provided by this Agreement or by law does not impair or constitute a
     waiver of the right or remedy or an impairment of or a waiver of other
     rights or remedies.  No single or partial exercise of a right or remedy
     provided by this Agreement or by law prevents further exercise of the
     right or remedy or the exercise of another right or remedy.

5.8  Survival

     Any provision of this Agreement being prohibited by or unlawful or
     unenforceable under any applicable law actually applied by any court of
     competent jurisdiction shall, to the extent required by such law, be
     severed from this Agreement and rendered ineffective so far as is
     possible without modifying the remaining provisions of this Agreement.

5.9  Entire Agreement

     This Agreement and each document referred to in it/describe related
     agreements constitute the entire agreement and supersede any previous
     agreement between the parties relating to the subject matter of this
     Agreement.

5.10 Assignment

     Each Party shall not assign, transfer, declare a trust of the benefit of
     or in any other way alienate any of its rights under this Agreement
     whether in whole or in part without the consent of the other Parties.

5.11 Notices

     Notices under this Agreement shall be given in  writing  to the relevant
     Party at the address stated herein (or to such other address as it shall
     have notified the other Party previously in writing).

        If to any Group Company:

        If to Chic's Mart:





IN WITNESS whereof this Agreement has been duly executed on the date first
above written.


 Signed by [___________]
 for and on behalf of
 CHIC HOLDING LIMITED


 Signed by [___________]
 for and on behalf of
 SHANGHAI CHIC LOGISTICS CO., LTD.


 Signed by [___________]
 for and on behalf of
 SHANGHAI CHIC SUPPLY CHAIN MANAGEMENT CO., LTD.


 Signed by [___________]
 for and on behalf of
 SHANGHAI CHIC STORAGE AND TRANSPORTATION CO., LTD.


 Signed by [___________]
 for and on behalf of
 SHANGHAI NEW CHIC LOGISTICS CO., LTD.


 Signed by [___________]
 for and on behalf of
 CHIC'S MART TRADING CO., LTD.











                        SCHEDULE  12 DISCLOSURE LETTER



















IN WITNESS  whereof  this  Agreement has been duly executed on the date first
above written.





 Signed by _____________          )
 for and ob behalf of             )
 CV DISTRIBUTION SERVICES LTD.    )
 in the presence of _____________ )




 Signed by _____________          )
 for and on behalf of             )
 SWINGSIDE LTD.                   )
 in the presence of _____________ )




 Signed by _____________           )
 for and on behalf of              )
 SEAVI ADVENT CHL INVESTMENTS LTD. )
 in the presence of _____________  )




 Signed by _____________              )
 for and on behalf of                 )
 FORTIS PRIVATE EQUITY ASIA FUND N.V. )
 in the presence of _____________     )




 Signed by _____________          )
 for and on behalf of             )
 PROSPER FIELD HOLDINGS LIMITED   )
 in the presence of _____________ )




 Signed by _____________          )
 JOHNSON SHEN QIWEI               )
 in the presence of _____________ )




 Signed by _____________          )
 JIMMY KANG JIMIN                 )
 in the presence of _____________ )




 Signed by _____________          )
 for and on behalf of             )
 MENLO WORLDWIDE, LLC             )
 in the presence of _____________ )