Management
Services Agreement


EXECUTION
VERSION


 


MANAGEMENT
SERVICES AGREEMENT


 


This
Management Services Agreement (this “Agreement”) is entered into by and between ARC Lifestyle Group, Inc. (“ARC”)
and 上海梵熙商贸有限公司Shanghai Fan Xi Commerce Co., LTD (“Fanxi”)
as of May 22, 2015 in Shanghai, the People’s Republic of China (the “PRC” or “China”). ARC
and Fanxi are each referred to in this Agreement as a “Party” and collectively as the “Parties”.


 


RECITALS


 


		a)	ARC,
                                         a company incorporated in the United States, is a company that intends to enter the e-commerce
                                         and distribution services for a range of industries and organizations,



 


		b)	Fanxi
                                         is a company incorporated in the PRC, and is engaged in e-commerce with focus on
                                         sourcing and engaging with profit maximizing projects (the “Business”).



 


		c)	The
                                         Parties desire that ARC shall provide Management and other relevant services relating
                                         to Fanxi for the Business.



 


NOW
THEREFORE, to set forth the terms and conditions under which ARC shall provide Management and other related services to
Fanxi, the Parties agree as follows:


 


		1.	DEFINITIONS



 


		1.1	In
                                         this Agreement the terms shall have the following meanings:



 


“Affiliate”,
with respect to any Person (as defined below), shall mean any other Person that directly or indirectly controls, or is under common
control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly
or indirectly, of power to direct or cause the direction of management of policies (whether ownership of securities ort partnership
or other ownership interests, by contract or otherwise);


 


“Management
Services Fee” shall be as defined in Clause 3.1;


 


“Indebtedness”
shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges)
of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters
of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien (as
defined below) on any property owned by such Person, (iv) the aggregate amount required to be capitalized under leases under which
such Person is the lessee and (v) all contingent obligations (including, without limitation, all guaranteed to this parties) of
such Person;


 









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“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security agreement of any kind or nature whatsoever (including without limitation, and conditional sale or other
title retention agreement, and financing or similar statement or notice filed under recording of notice statute, and any lease
having substantially the same effect as any of the foregoing);


 


“Person”
shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated
organization, entity or other organization or any government body; and


 


“Services”
means the services to be provided under the Agreement by ARC to Fanxi, as more specifically described in Clause
2 here attached.


 


		1.2	The
                                         headings in this Agreement shall not affect the interpretation of this Agreement.



 


		2.	RETENTION
                                         AND SCOPE OF SERVICES



		2.1	Fanxi
                                         hereby agrees to retain the Services of ARC, and ARC accepts such retention,
                                         to provide Fanxi with the Services in relation to the current and proposed operations
                                         of Fanxi’s Business in the PRC pursuant to the terms and conditions of this
                                         Agreement. The Services subject to this Agreement shall include without limitation:



 


		(a)	General
                                         business operation.



 


		(i)	Provide
                                         general advice and assistance relating to the management and operation of the Business
                                         of Fanxi



 


		(b)	Human
                                         resources



 


		(i)	Provide
                                         general advice and assistance in relation to the staffing of Fanxi, including
                                         assistance in the recruitment, employment and management of management personnel, administrative
                                         personnel, administrative personnel and staff of Fanxi;



 


		(ii)	Provide
                                         training of management, staff and administrative personnel; and



 


		(iii)	Assist
                                         Fanxi in establishing an efficient accounting management system.



 


		(c)	Business
                                         development



 


		(i)	Provide
                                         advice and assistance in business growth and development of Fanxi



 


		(d)	Other



		(i)	Such
                                         other advice and assistance as may be agreed upon by the Parties.







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		2.2	Exclusive
                                         services provide. During the term of this Agreement, ARC shall be the exclusive
                                         provider of the Services. Fanxi shall not seek or accept similar services from
                                         other provides unless the prior written approval is obtained from ARC.



 


Intellectual
property rights related to the Services. ARC shall own all intellectual property rights developed or discovered through
research and development, in the course of providing Services, or derived from the provision of the Services. Such intellectual
property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark
application rights, research and technical documents and materials, and other related intellectual property rights including the
right to license or transfer intellectual property rights. If Fanxi requires the use of ARC’s intellectual
property rights, ARC agrees to grant such intellectual property rights to Fanxi on terms and conditions to be set
forth in a separate agreement.


 


		2.3	Pledge.
                                         Fanxi shall permit and cause the shareholders of Fanxi to pledge their
                                         equity interests in Fanxi to ARC or any party designated by ARC
                                         in writing for securing the Management Services Fee (as defined below) as required pursuant
                                         to this Agreement.



 


		3.	PAYMENT



 


		3.1	General



 


		(a)	In
                                         consideration of the Services provided by ARC hereunder, Fanxi shall pay
                                         to ARC a management services fee (the “Management Services Fee”) during
                                         the term of this Agreement, payable each quarter, equivalent to all of its net income
                                         for such quarter based on the quarterly financial statements provided under Clause 5.1
                                         below. Such amount shall be paid in cash to the extent determined by the parties to be
                                         prudent and with due consideration to the cash requirements of the business. Any amounts
                                         not able to be immediately paid out hereunder shall be accrued and paid as funds become
                                         available. Such amounts as are deemed immediately payable shall be paid within fifteen
                                         (15) days after receipt by ARC of the financial statements referenced above.



 


		(b)	Fanxi
                                         will permit, from time to time during regular business hours as reasonably requested
                                         by ARC, its agents or representatives (including independent public accountants,
                                         which may be Fanxi’s independent public accountants), (i) to conduct periodic
                                         audits of the financial books and records of Fanxi, (ii) to examine and make copies
                                         and abstracts from all books, records and documents (including without limitation, computer
                                         tapes and disks) in the possession or under the control of Fanxi, (iii) to visit
                                         the offices and properties of Fanxi for the purpose of examining such materials
                                         described in Item (ii) above, and (iv) to discuss matters relating to the performance
                                         by Fanxi hereunder with any of the officers or employee of Fanxi having
                                         knowledge of such matters. ARC may exercise the audit rights described herein
                                         at any time, provided that ARC provides a ten (10) – day written notice
                                         to Fanxi specifying the scope, purpose and duration of such audit. All such audits
                                         shall be conducted in such a manner as not to interfere with Fanxi’s normal
                                         operations.



 



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		3.2	Fanxi
                                         shall not be entitled to set off any amount it may claim that is owed to it by ARC
                                         against any Management Services Fee payable by Fanxi to ARC unless
                                         Fanxi obtains ARC’s prior written consent.



 


The
Management Services Fee shall be paid promptly by telegraphic transfer or other means to ARC’s bank account or to
such other account or accounts as may be specified in writing from time to time by ARC.


 


Should
Fanxi fail to pay all or any part of the Management Services Fee to ARC under this Clause 3 within the time limits
stipulated, Fanxi shall pay to ARC interest for the amount overdue based on the three (3)-month lending rate for
commercial loans published by the People’s Bank of China on the relevant due date.


 


		3.3	All
                                         payments to be made by Fanxi hereunder shall be made free and clear and without
                                         any consideration of tax deduction, unless Fanxi is required to make such payment
                                         subject to the deduction or withholding of tax.



 


		3.4	In
                                         addition to the Managements Services Fee mentioned above, Fanxi agrees to reimburse
                                         ARC for all necessary expenses related to the performance of this Agreement, including
                                         but not limited to, travel expenses, expert fees, printing fees and mail costs.



 


		3.5	Fanxi
                                         also agrees to reimburse ARC for taxes ( not including income tax), customs
                                         and other expenditures related to ARC’s performance of this Agreement.



 


		4.	FURTHER
                                         TERMS OF COOPERATION



 


All
business revenue of Fanxi shall be directed in full by Fanxi into the bank account(s) approved by ARC.


 


		5.	UNDERTAKINGS
                                         OF FANXI



 


Fanxi
hereby agrees that, during the term of this Agreement:


 


		5.1	Information
                                         covenants. Fanxi shall provide ARC with the following (Unless otherwise
                                         expressly provided herein all financial information shall be prepared and provided in
                                         accordance with generally accepted accounting principles of the United States consistently
                                         applied (US-GAAP):



 



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		5.1.1	Preliminary
                                         monthly reports. Within five (5) days after the end of each calendar month the preliminary
                                         income statements and balance sheets of Fanxi made up to as of the end of such
                                         calendar month.



		5.1.2	Final
                                         monthly reports. Within ten (10) days after the end of each calendar month, a final report
                                         from Fanxi on the financial and business operations of Fanxi as of the
                                         end of such calendar month, setting forth the comparison of financial and operation figures
                                         for the corresponding period in the preceding financial year.



 


		5.1.3	Quarterly
                                         reports. As soon as available and in any event within forty-five (45) days after each
                                         Quarterly Period (as defined below), unaudited consolidated and consolidating statements
                                         of income, retained earnings and changes in financial positions of Fanxi and its
                                         subsidiaries for such Quarterly Period (as defined below), unaudited consolidated and
                                         consolidating statements of income, retained earnings and changes in financial positions
                                         of Fanxi and relevant fiscal year to such Quarterly Period, setting forth in each
                                         case the actual versus budgeted comparison and a comparison of the corresponding consolidated
                                         and consolidating figures for the corresponding period in the preceding fiscal year,
                                         accompanied by a certificate of Fanxi’s Chief Financial Officer, and such
                                         certificate shall state that the said financial statement fairly represent the consolidated
                                         and consolidating financial conditions and results of operations, as the case may be,
                                         of Fanxi and its subsidiaries, in accordance with US-GAAP for such period (subject
                                         to normal year-end audit adjustments and the preparation of notes for the audited financial
                                         statements). For the purpose of this Agreement, a “Quarterly Period” shall
                                         mean the last day of March, June, September and December of each year, the first of which
                                         shall be the first Quarterly Period following the date of this Agreement; provided that
                                         of any such Quarterly Period is not a business day, then such Quarterly Period shall
                                         be the next succeeding business day.



 


		5.1.4	Annual
                                         audited accounts. Within three (3) months after the end of each financial year, Fanxi’s
                                         annual audited accounts (setting forth in each case the comparison of the corresponding
                                         figures for the preceding financial year), shall be prepared.



 


		5.1.5	Budgets.
                                         At least ninety (90) days prior to the beginning of each fiscal year of Fanxi.
                                         Fanxi shall prepare a budget in a form satisfactory to ARC (including budgeted
                                         statements of income and sources and uses of cash and balance sheets) for each of the
                                         four quarters of the succeeding fiscal year accompanied by the statement of Fanxi’s
                                         Chief Financial Officer, to the effect that, to the best of his/her knowledge, the
                                         budget is a reasonable estimate for the corresponding period.



 



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		5.1.6	Notice
                                         of litigation. Fanxi shall notify ARC, within one (1) business day of obtaining
                                         the knowledge thereof, of (i) any litigation or governmental proceeding pending against
                                         Fanxi and (ii) any other event which is likely to have a material adverse effect
                                         on the business, operation, properties, assets, conditions or prospects of Fanxi.
                                         



		5.1.7	Other
                                         information. From time to time, such other information or documents as ARC may
                                         reasonably request.



 


		5.2	Books,
                                         records and inspections. Fanxi shall keep accurate books and records of its business
                                         activities and transactions in accordance with US-GAAP and all other legal requirements.
                                         During an appropriate time and within a reasonable scope requested by ARC from
                                         time to time, Fanxi will permit ARC’s officers and designated representatives
                                         to visit the premises of Fanxi and to inspect, under the guidance of Fanxi’s
                                         officers, Fanxi’s books and records, and to discuss the affairs, finances
                                         and accounts of Fanxi.



 


		5.3	Corporate
                                         franchises. Fanxi will do or cause to be done, all things necessary to preserve
                                         and keep in full force and effect its existence and maintain its material rights and
                                         licenses.



 


		5.4	Compliance
                                         with laws. Fanxi shall abide by all applicable laws, regulations and orders of
                                         all relevant governmental administration, including but not limited to United States
                                         Foreign Corrupt Practices Act, in respect to its business and the ownership of its property,
                                         including without limitation, maintenance of valid and proper governmental approvals
                                         and licenses necessary to provide the services, unless such noncompliance will not, in
                                         the aggregate, have a material adverse effect on the business operations, properties,
                                         assets, conditions or prospects of Fanxi.



 


		6.	NEGATIVE
                                         COVENANTS



 


Fanxi
covenants and agrees that, during the term of this Agreement, without prior written consent of ARC:


 


		6.1	Equity.
                                         Fanxi will not issue, purchase or redeem and equity or debt, or equity or debt
                                         securities of Fanxi.



 


		6.2	Liens.
                                         Fanxi will not create, incur, assume or suffer to exist any Lien upon or with
                                         respect to any property or asset ( real or personal, tangible or intangible) of Fanxi
                                         whether existing or hereafter acquired, provided that the provisions of this Clause
                                         6.2 shall not prevent the creation, incurrence, assumption or existence of:



 


                            
6.2.1              Liens for taxes not yet due, or Liens for
taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and


 



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6.2.2              Liens in respect to Fanxi’s property
of assets imposed by law, which were incurred in the ordinary course of business, and (i) which do not in the aggregate. Materially
detract from the value of Fanxi’s business or (ii) which are being contested in good faith by appropriate proceedings
and proceedings which have the effect of prevent the forfeiture or sale of the property of assets subject to any such Lien.


 


		6.3	Consolidation,
                                         merger, sale of assets and etc. Fanxi will not wind up, liquidate or dissolve
                                         its affairs or enter into any transaction of merger or consolidation, or convey, sell,
                                         lease or otherwise dispose of (or agree to do any of the foregoing at any future time)
                                         all or any part of its property or assets, or purchase or otherwise acquire (in one or
                                         a series of related transactions) any part of the property or assets (other than purchases
                                         or other acquisitions of inventory, materials and equipment in the ordinary course of
                                         business) of any Person, except that (i) Fanxi may sell inventory in the ordinary
                                         course of business and (ii) Fanxi may sell equipment which is uneconomic or obsolete,
                                         in the ordinary course of business.



 


		6.4	Dividends.
                                         Fanxi will not declare or pay any dividends, or return any capital, to its shareholders
                                         or authorize to make any other distribution, payment or delivery of property or cash
                                         to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly
                                         or indirectly, for a consideration, any shares of any class of its capital stock now
                                         or hereafter outstanding (or any options or warrants issued by Fanxi with respect
                                         to its capital stock), or set aside any funds for any of the foregoing purposes.



 


		6.5	Leases.
                                         Fanxi will not permit the aggregate payments (including without limitation, any
                                         property taxes paid as additional rent or lease payments) by Fanxi under agreement
                                         to rent or lease any real or personal property to exceed the amount agreed by ARC
                                         in any fiscal year of Fanxi.



 


		6.6	Indebtedness.
                                         Fanxi will not contract, create, incur, assume or suffer to exist any indebtedness,
                                         except accrued expenses and current trade accounts payable incurred in the ordinary course
                                         of business, and obligations under trade letters of credit incurred by Fanxi in
                                         the ordinary course of business, which are to be repaid in full not more than one (1)
                                         year after the date on which such indebtedness is originally incurred to finance the
                                         purchase goods by Fanxi.



 


		6.7	Advances,
                                         investment and loans. Fanxi will not lend money or credit or make advances to
                                         any Person, or purchase or acquire any stock, obligation or securities of, or any other
                                         interest in, or make any capital contribution to, any other Person, except that Fanxi
                                         may acquire and hold receivables owing to it, if created or acquired in the ordinary
                                         course of business and payable or dischargeable in accordance with customary trade terms.



 



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		6.8	Transactions
                                         with Affiliates or Related Parties (as defined below). Fanxi will not enter into
                                         any transaction or series of related transactions, whether or not in the ordinary course
                                         of business, with any Affiliate or Related Party of Fanxi, other than on terms
                                         and conditions substantially as favorable to Fanxi as would be obtainable by Fanxi
                                         at the time in a comparable arms-length transaction with a Person other than an Affiliate
                                         or Related Parties and with the prior written consent of ARC. The term “Related
                                         Parties” shall mean the shareholders of Fanxi and (a) each individual who
                                         is, or who has at any time been, an officer director or executive employee of Fanxi
                                         or any Affiliate; (b) each member of the family of the shareholders of Fanxi and
                                         each of the individuals referred to in Item “(a)” above; and (c) any entity
                                         in which any one of the individuals referred to in Items “(a)” and “(b)”
                                         above holds or held (or in which more than one of such individuals collectively hold
                                         or held), beneficially or otherwise, a controlling interest or a material voting, proprietary
                                         or equity interest.



 


		6.9	Capital
                                         expenditures. Fanxi will not make any expenditure for fixed or capital assets
                                         (including without limitation, expenditures for maintenance and repairs which are capitalized
                                         in accordance with generally accepted accounting principles in the US and capitalized
                                         lease obligations) during any quarter of a fiscal year which exceeds the aggregate the
                                         amount contained in the budget as set forth in Clause 5.1.5.



 


		6.10	Modifications
                                         to debt arrangement, agreements or articles of association. Fanxi will not (i)
                                         make any voluntary or optional payment or prepayment on or redemption or acquisition
                                         for value of (including without limitation, by way of depositing with the trustee with
                                         respect thereto money or securities before due for the purpose of paying when due) any
                                         existing Indebtedness, or (ii) amend or modify, or permit the amendment or modification
                                         of, any provision of any existing Indebtedness or is any agreement (including without
                                         limitation, any purchase agreement, indenture, loan agreement or security agreement)
                                         relating to any of the foregoing, or (iii) amend, modify or change its articles of association
                                         or business license, or any agreement entered into by it, with respect to its capital
                                         stock. Or enter into any new agreement with respect to its capital stock.



 


		6.11	Line
                                         of business. Fanxi will not engage (directly or indirectly) in any business other
                                         than those types of business prescribed within the business scope of Fanxi’s
                                         business license except with the prior written consent of ARC.



 


		7.	REPRESENTATIONS
                                         AND WARRANTIES



 


		7.1	Representations
                                         and Warranties of ARC



 


ARC
hereby represents and warrants as follows:


 


		7.1.1	It
                                         has the power to enter into and perform this Agreement in accordance with its constitutional
                                         documents and business scope, and has taken all necessary action to obtain all consents
                                         and approvals necessary to execute and perform this Agreement. Each transaction document
                                         has been (or upon delivery will have been) duly executed by ARC and, when delivered
                                         in accordance with the terms hereof, will constitute the valid and binding obligation
                                         of ARC enforceable against ARC in accordance with its terms except: (i)
                                         as limited by applicable bankruptcy, insolvency. Fraudulent transfer, reorganization,
                                         moratorium and other laws of general application affecting enforcement of creditors’
                                         rights generally and (ii) as limited by laws relating to the availability of specific
                                         performance, injunctive relief or other equitable remedies.



 



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		7.1.2	The
                                         execution and performance of this Agreement by ARC does not and will not result
                                         in any violation of enforceable or effective laws or contractual limitations.



 


		7.1.3	Upon
                                         execution, this Agreement shall constitute the legal, valid and binding obligation of
                                         ARC and may be enforceable in accordance therewith.



 


		7.2	Representations
                                         and Warranties of Fanxi



 


Fanxi
hereby represents and warrants as follows:


 


		7.2.1	Fanxi
                                         is a company duly registered and validly existing under the laws of PRC, and is authorized
                                         to enter into this Agreement.



 


		7.2.2	Fanxi
                                         has the power to execute and perform this Agreement in accordance with its constitutional
                                         documents and business scope, and has taken all necessary action to obtain all consents
                                         and approvals necessary to execute and performs this Agreement. Each transaction document
                                         has been (or upon delivery will have been) duly executed by Fanxi and, when obligation
                                         of Fanxi enforceable against Fanxi in accordance with its terms except:
                                         (i) as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
                                         moratorium and other laws of general application affecting enforcement of creditors’
                                         rights generally and (ii) as limited by laws relating to the availability of specific
                                         performance, injunctive relief or other equitable remedies. Notwithstanding any other
                                         provisions hereof, all references herein to accounting or financial matters shall set
                                         as a reference date, the first day of the quarter immediately preceding the date hereof.



 


		8.	TERM
                                         AND TERMINATION



 


		8.1	This
                                         Agreement shall take effect on the date of its execution and shall remain in full force
                                         and effect unless terminated pursuant to Clause 8.2.



 


		8.2	This
                                         Agreement may be terminated:



 



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8.2.1              By ARC giving a written notice to Fanxi
if Fanxi has committed a material breach of this Agreement (including but not limited to the failure by Fanxi
to pay any of the Management Services Fee) and such breach, if capable of remedy, has not been so remedied within fourteen (14)
days, in the case of breach of a non-financial obligation, following the receipt of such written notice;


 


                            
8.2.2              By either Party giving a written notice to
the other Party if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation
or dissolution or ceases to carry on business or becomes unable to pay its debt as they become due;


 


                            
8.2.3              By either Party giving a written notice to
the other Party if circumstances arise which materially and adversely affect the performance of the objectives of this Agreement;
or


 


                            
8.2.4              By either Party giving a written notice to
the other Party if circumstances arise which materially and adversely affect the performance or the objectives of this Agreement;
or


 


                            
8.2.5              By ARC giving a written notice to Fanxi
at ARC’s sole discretion, with or without reasons.


 


		8.3	Any
                                         Party electing to terminate this Agreement pursuant to Clause 8.2 shall have no liability
                                         to the other Party for indemnity, compensation or damages arising solely from the exercise
                                         of such termination right. For avoidance of any doubt, either Party’s right to
                                         claim against the other Party for compensation for breach of this Agreement by such other
                                         Party shall not be affected. The expiration or termination of this Agreement shall not
                                         affect the continuing liability of Fanxi to pay any Management Services Fee already
                                         accrued or due and payable to ARC. Upon expiration or termination of this Agreement,
                                         all amounts then due and unpaid to ARC by Fanxi hereunder, as well as all
                                         other amounts accrued but not yet payable to ARC by Fanxi, shall hereby
                                         become due and payable by Fanxi to ARC.



 


		9.	ARC’S
                                         REMEDY UPON FANXI’S BREACH



 


In
case of cancellation of this agreement for whatever reason including but not limited to completion of its terms or conditions
or by breach. ARC and Fanxi agree that neither party will pursue charges against the other party. Both parties agree
to forgo any past, present or future claims for consequential damages and will not bring suit against either party in any court
of any jurisdiction. Furthermore, both parties agree to restrain from any defamatory remarks or make any disparaging remarks against
the other for any reason.



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		10.	CONFIDENTIALITY



 


		10.1	Fanxi
                                         agrees to use reasonable best efforts to protect and maintain the confidentiality
                                         of ARC’s confidential information received in connection with this Agreement.
                                         Fanxi shall not disclose, grant or transfer such confidential information to any
                                         third party. Upon termination of this Agreement, Fanxi shall, upon ARC’s
                                         request, return to ARC or destroy any documents, materials or software containing
                                         any such confidential information, and shall completely delete any such confidential
                                         information, and shall completely delete any such confidential information from any memory
                                         devices, and shall not use or permit any third party to use such confidential information.



 


		10.2	ARC
                                         agrees to use reasonable best efforts to protect and maintain the confidentiality
                                         of Fanxi’s confidential information received in connection with this Agreement.
                                         ARC shall not disclose, grant or transfer such confidential information to any
                                         third party. Upon termination of this Agreement, ARC shall, upon Fanxi’s
                                         request, return to Fanxi or destroy any documents, materials or software containing
                                         any such confidential information, and shall completely delete any such confidential
                                         information, and shall completely delete any such confidential information from any memory
                                         devices, and shall not use or permit any third party to use such confidential information.



 


		10.3	Pursuant
                                         to this Agreement, the term “confidential information” shall mean any technical
                                         information or business operation information which is unknown to the public, can bring
                                         about economic benefits, has practical utility and about which a Party has adopted secret-keeping
                                         measures.



 


		10.4	Both
                                         Parties that this provision shall survive notwithstanding the alteration, revocation
                                         or termination of this Agreement.



 


		11.	AGENCY



 


The
Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent,
partner, legal representative, attorney or employee of the other Party for any purpose whatsoever. Neither Party shall have the
power of authority to bind the other Party except as specifically set out in this Agreement.


 


		12.	INDEMNITIES



 


Management
services provided by ARC to Fanxi under this Agreement.


 


		13.	GOVERNING
                                         LAW AND DISPUTE RESOLUTION



 


		13.1	Governing
                                         law. This Agreement shall be governed by, and construed in accordance with the laws of
                                         China.



 



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		13.2	Arbitration.
                                         Any dispute arising from, out of or in connection with this Agreement shall be settled
                                         through amicable negotiations between the Parties and/or arbitration in accordance with
                                         this Clause 10.2. Such negotiations shall begin immediately after one Party has delivered
                                         to the other Party a written request for such negotiation. If, within ninety (90) days
                                         following the date of such notice, the dispute cannot be settled through negotiations,
                                         the dispute shall, upon the request of either Party with notice to the other Party, be
                                         submitted to arbitration by American Arbitration Association International Center for
                                         Dispute Resolution (the TAC). The Parties shall jointly appoint a qualified interpreter
                                         for the arbitration proceeding if necessary and shall be responsible for sharing in equal
                                         portions the expenses incurred by such appointment. The arbitration proceeding shall
                                         take place in the US. The outcome of the arbitration shall be final and binding and enforceable
                                         upon the Parties.



 


		13.3	Number
                                         and appointment of arbitrators. There shall be three (3) arbitrators. ARC and
                                         Fanxi shall each appoint one (1) arbitrator and both arbitrators shall be appointed
                                         within thirty (30) days after giving or receiving the demand for arbitration. The chairman
                                         of the TAC shall appoint the third arbitrator. If a Party does not appoint an arbitrator
                                         within thirty (30) days after giving or receiving the demand for arbitration, the relevant
                                         appointment shall be made by the chairman of the TAC.



 


		13.4	Arbitration
                                         rules. Unless otherwise provided by the arbitration rules of TAC. The arbitration tribunal
                                         shall apply the arbitration rules of the TAC.



 


		13.5	Cooperation
                                         and disclosure. Each Party shall cooperate with the other Party in making full disclosure
                                         of and providing complete access to all information and documents requested by the other
                                         Party in connection with such proceedings, subject only yo any confidentiality obligations
                                         binding on such Parties.



 


		13.6	Jurisdiction.
                                         Award rendered by the arbitration may be entered into by any court having jurisdiction,
                                         or application may be made to such court for a judicial recognition of the judgment or
                                         any order of enforcement thereof.



 


		13.7	Continuing
                                         obligations. During the period when the relevant dispute is being resolved, the Parties
                                         shall continue their implementation of the rest part of this Agreement other than the
                                         relevant dispute being resolved.



 


		14.	ASSIGNMENT



 


No
part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party.
Any such assignment or transfer shall be void. ARC, however, may assign its rights and obligations hereunder to any of
its Affiliates without Fanxi’s consent.


 



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		15.	NOTICE



 


Notice
or other communications required to be given by any Party agreement pursuant to this Agreement shall be written in English and
delivered personally or sent by registered mail or by a recognized courier service or by facsimile transmission to the address
of the relevant Party set forth below. The date when the notice is deemed to be duly served shall be determined as the follows:
(a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the
third (3rd) day after the date; and (c) a notice sent by facsimile transmission is deemed duly served upon the time
shown on the transmission confirmation of relevant documents.


 


To
ARC


 


Address:
 10360 SW 186th Street


33197
Miami Beach


Florida
- USA


Attn:
Carlos López Martínez


 


To
Fanxi


 


Address:
  Room 1501, 1258 Yu Yuan Road


Shanghai
200050


China


PRC
Attn: Xiaoyue Zhang


 


		16.	MISCELLANEOUS



 


		16.1	The
                                         failure or delay in exercising a right or remedy under this Agreement shall not constitute
                                         as a waiver of the right or remedy, and no single or partial exercise of any right or
                                         remedy under this Agreement shall prevent any further exercise of the right or remedy.



 


		16.2	Should
                                         any clause or any part of any clause contained in this Agreement be declared invalid,
                                         illegal or unenforceable for any reason whatsoever, all other clauses or parts of clauses
                                         contained in this Agreement shall remain in full force and effect.



 


		16.3	This
                                         Agreement constitutes the entire agreement between the Parties relating to the subject
                                         matter of this Agreement and supersedes all previous agreements.



 


		16.4	No
                                         amendment or variation of this Agreement shall be valid unless it is in writing and executed
                                         by the Parties or their respective authorized representative.



 


		16.5	This
                                         Agreement shall be executed in two (2) originals in English, which shall be equally valid.
                                         Each Party retains one (1) original.



[Signature
Page]


 



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IN
WITNESS THEREOF this Agreement is duly exercised by each Party on the date first set forth above.


 





	ARC Lifestyle Group, Inc. (“ARC”)	 	 
	 	 	 
	 	 	 
	/s/ Carlos Lopez Martinez	 	 
	Name: Carlos Lopez Martinez	 	 
	Title: CEO and President	 	 
	 	 	 
	 	 	 
	 	 	 
	上海梵熙商贸有限公司Shanghai Fan Xi Commerce Co., LTD (“Fanxi”)	 
	 	 	 
	 	 	 
	/s/ Xiaoyue Zhang	 	 
	Name: Xiaoyue Zhang	 	 
	Title: CEO and President	 	 



 


 


Signature
Page to Management Service Agreement






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