Exhibit
10.21

       

      (Unofficial
English Translation)

       

      Jinduren
Regional Distribution Agreement

       

      Contract
No.: JDR2009-HZ

       

      Party A:
Jinjiang Yinglin Jinduren Fashion Limited

       

      Signature
and Seal: [SEAL]

       

      Party B:
C-002 OF Mingzhu 100 Market

       

      Signature:
[SEAL] (Business License No./ID No. _______________________)

       

      Party A
the creator and legal owner of the Jinduren trademark and clothing lines,
advertising and marketing materials and other products that bear the Jinduren
trademark. This Regional Distribution Agreement is entered into by and between
the above parties on May 25, 2009, in
Fujian
Province, Shishi City, based on
the principle of mutual benefits and long-term cooperation.

       

      In
accordance with Party A’s regional distribution planning and strategy, and
through good faith negotiation, the parties agree as follows:

       

      
        	
                I.

              	
                Substance,
      Region and Method of Distribution Rights
Granted

              


      

       

      
        	
                 
      

              	
                1.

              	
                Party
      A hereby appoints Party B as the exclusive regional distributor of
      “Jinduren” brand products in the _____ area
      of Zhejiang
      Province. Party B shall not sell Jinduren products beyond the appointed
      region without Party A’s prior written
consent.

              


      

       

      
        	
                 
      

              	
                2.

              	
                No
      partnership is formed, and Party A and Party B are legally independent,
      under this agreement. Any economic, civil or other legal dispute arising
      from or during the course of Party B’s business operations shall have no
      bearing on Party A.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Term
      of the Agreement: from May 25, 2009 to
      May 25,
      2010.

              


      

       

      
        	
                II.

              	
                Terms
      of and Warranty to the Distribution Rights
  Granted

              


      

       

      
        	
                 
      

              	
                1.

              	
                From
      the execution date of this agreement, Party B shall pay a good-faith
      deposit of RMB _____ to
      Party A as follows: a single payment of RMB _____ within
      three days from the execution date of this agreement. Within three days
      from the deposit appearing on its account, Party A shall issue a receipt
      for the deposit and its exclusive regional distribution authorization
      certificate. Failure to pay the deposit by the specified time shall render
      this agreement void. At the end of the term, if the parties do not intend
      to extend this agreement, Party A shall return the deposit to Party B
      without interest within 30 days from the completion by the parties of all
      separation procedures.

              


      

       

      In
addition, this agreement shall remain effective during its term only if the
deposit for each season’s order is paid into Party A’s designated account within
10 days of placing such order.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
      

      
        	
                 
      

              	
                2.

              	
                Party
      B shall set up a “Jinduren” distribution center in Hangzhou City,
      Zhejiang
      Province, equipped with a display area of no less than 60 square meters
      and a warehouse, which Party B warrants shall be renovated and improved in
      accordance with Party A’s design requirements and brand
      uniformity.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Party
      B shall set up an outdoor billboard of no less than 80 square meters in a
      highly-trafficked area or wholesale market in the city where the
      distribution center is located.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Party
      B represents that, during the term of this
  agreement:

              


      

       

      
        	
                 
      

              	
                A.

              	
                Party
      B shall not sell “Jinduren” brand products to other regional distributors
      or establish distribution networks outside of its appointed
      region.

              


      

       

      
        	
                 
      

              	
                B.

              	
                Party
      B shall not sell or display products other than “Jinduren” brand products
      in its Jinduren store.

              


      

       

      
        	
                 
      

              	
                C.

              	
                Party
      B shall comply with all terms and conditions set forth in this
      agreement.

              


      

       

      
        	
                 
      

              	
                5.

              	
                No
      later than _____, Party
      B shall develop and establish a sales network for Jinduren products within
      its appointed region, which shall cover no less than 70% of the appointed
      region, or Party A may reduce the size of the appointed region or
      terminate Party B’s distribution
rights.

              


      

       

      
        	
                III.

              	
                Payment
      Obligations and Calculation

              


      

       

      
        	
                 
      

              	
                1.

              	
                Product
      Supply, Exchange and Return

              


      

       

      Product Pricing: Party B’s
quoted wholesale distribution price should be at 65% of the uniform
retail price set by Party A. Party A shall set nationwide uniform retail and
wholesale prices. In principle, Party B’s wholesale price cannot be more than
55% of the
nationwide uniform retail price. Party B shall not increase its wholesale price
without Party A’s consent.

       

      Product Distribution: Party B
shall cooperate with all of Party A’s promotional and sales activities, so as to
ensure product systemization.

       

      
        	
                 
      

              	
                A.

              	
                The
      first collection of every season shall be provided by Party A to Party
      B:

              


      

       

      
        	
                 
      

              	
                ·

              	
                Party
      B shall attend Party A’s sales fair every season, and shall consult the
      2006 Purchasing Policy on the ordering procedures and rules applicable to
      main product lines and accessories.

              


      

       

      
        	
                 
      

              	
                ·

              	
                If
      Party B fails to attend a sales fair without reason, Party A may terminate
      Party B’s distribution rights.

              


      

       

      
        	
                 
      

              	
                B.

              	
                Returns:

              


      

       

      
        	
                 
      

              	
                ·

              	
                Products
      with defects that exceed national quality standards may be returned within
      15 days of receipt of such products. Party A has the right to refuse the
      return of any product if the defect is caused by Party B or washing method
      not specified by Party A. Additional details are provided in the 2006
      Returns Policy.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                2.

              	
                Payment

              


      

       

      To ensure
that Party A can timely supply products to Party B, Party B must operate in
accordance with Party A’s financial management requirements. If Party B’s
accounts payable to Party A exceed RMB _____, Party A has
the right to stop further product delivery or to terminate Party B’s
distribution rights. At Party A’s request, Party B must immediately settle any
credit that Party A has agreed to extend.

       

      
        	
                 
      

              	
                3.

              	
                Distribution
      of Products

              


      

       

      Party A
shall be responsible the delivery of products to Party B, with Party B liable
for all transportation and insurance costs (including for returns).

       

      
        	
                IV.

              	
                Rights
      and Obligations

              


      

       

      Party
A’s Rights and Obligations

       

      
        	
                 
      

              	
                1.

              	
                Party
      A authorizes Party B to distribute “Jinduren” brand products within the
      appointed region, to become effective only after the execution of this
      agreement and Party A’s issuance of the exclusive regional distribution
      authorization certificate to Party B. If the agreement is not renewed at
      the end of its term, Party A shall have the right to take back the
      certificate.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Party
      A may inspect the “Jinduren” products sold by Party B to determine
      authenticity and quality, which determination shall be deemed
      final.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Party
      A shall provide Party B with “Jinduren” products of good quality and
      consistent style, updated every season, in order to meet Party B’s
      distribution requirements and protect Party B’s market share within the
      appointed region.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Party
      A shall be obligated to assist Party B with expanding its sales network
      and provide updated product information and each season’s promotional
      materials.

              


      

       

      
        	
                 
      

              	
                5.

              	
                POP
      banners and posters for each season’s new products and any promotional
      event shall be provided to Party B without
  charge.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Party
      A shall design any computer graphics required by Party B without charge,
      and the expenses for all graphic arts (including display structures) shall
      be borne equally by Party A and Party
B.

              


      

       

      Party
B’s Rights and Obligations

       

      
        
          	
                   
      

                	
                  1.

                	
                  At
      any time while Party B is an authorized distributor, Party B shall not
      assign or transfer its appointed region to a third party; otherwise Party
      A shall have the right to terminate Party B’s distribution
      rights.

                
	 	 	 
      


        

      

      
      

      
        	
                 
      

              	
                2.

              	
                While
      Party B has the exclusive right to distribute “Jinduren” products within
      its appointed region, Party B must also strictly comply with the rules
      governing the use of its exclusive regional distribution authorization
      certificate, and shall return the certificate at the end of its term and
      reapply for the certificate in writing in accordance with this
      agreement.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Party
      B has the right to take action against any unauthorized sales or
      counterfeit of “Jinduren” products or any other infringement of
      intellectual property within its appointed region at any time, and has the
      duty to coordinate with Party A to correct such matters and protect the
      brand’s image.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                4.

              	
                Party
      B has the right to conduct promotional activities within its appointed
      region, provided that large-scale promotional activities can be conducted
      only as permitted by and coordinated with Party
  A.

              


      

       

      
        	
                 
      

              	
                5.

              	
                Party
      B has the right to plan out the development of the “Jinduren” network
      within its appointed region, and to strategize, organize and devise
      promotional activities accordingly.

              


      

       

      
        	
                 
      

              	
                6.

              	
                In
      accordance with Party A’s sales policy, Party B shall have the obligation
      to provide such sales reports and market feedback information as required
      by Party A, coordinate with Party A to complete market
      research,  and provide Party A with competitor information and
      fashion trend data.

              


      

       

      
        	
                 
      

              	
                7.

              	
                All
      business transactions between Party B and a third party are independent of
      Party A. Under no circumstance shall Party B have the right to enter into
      any obligation on behalf of Party
A.

              


      

       

      
        	
                 
      

              	
                8.

              	
                Party
      B shall undertake any expense incurred in the course of its business
      operations, including tax, city inspection fee, lease and
      insurance.

              


      

       

      
        	
                 
      

              	
                9.

              	
                Party
      B shall provide relevant invoices and receipts before the 5th day of each
      month in order to verify its accounts with Party
  A.

              


      

       

      
        	
              	
                10.

              	
                Party
      B shall provide its gross sales report to Party A by facsimile or mail to
      Party A’s headquarters on the 5th day of each
      month.

              


      

       

      
        	
              	
                11.

              	
                Party
      B shall be equipped with computerized management
  system.

              


      

       

      
        	
                V.

              	
                Rewards

              


      

       

      
        	
                 
      

              	
                1.

              	
                Based
      on Party B’s yearly performance (commencing from the agreement execution
      date), Party A shall reward Party B as follows:  If Party B’s
      total purchases and payments reach RMB 50 million
      within the term of the agreement, Party A shall support 30% of Party B’s
      expenses for display structures and 30% of Party B’s expenses for
      large-scaled outdoor advertisings approved by Party
  A.

              


      

       

      
        	
                 
      

              	
                2.

              	
                If
      Party B’s total purchases and payments reach RMB 70 million
      within the term of the agreement, Party A shall support 50% of Party B’s
      expenses for display structures and 50% of Party B’s expenses for
      large-scaled outdoor advertisings approved by Party
  A.

              


      

       

      
        	
                 
      

              	
                3.

              	
                If
      Party B’s total purchases and payments reach RMB 90 million
      within the term of the agreement, Party A shall support 100% of Party B’s
      expenses for display structures and 100% of Party B’s expenses for
      large-scaled outdoor advertisings approved by Party
  A.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Party
      A shall support 30% of the expenses of Party B’s retail distributors for
      display structures that are borne by Party
B.

              


      

       

      
        	
                 
      

              	
                5.

              	
                For
      every Jinduren store that Party B opens, Party A shall support Party B
      based on the size of the store as follows: RMB 1,000 of gifts for 30-50
      square meters, RMB 1,500 of gifts for 50-80 square meters, and RMB 2,000
      for above 80 square meters.

              


      

       

      
        	
                VI.

              	
                Termination
      of the Agreement

              


      

       

      At the
end of the term or if this agreement is terminated for any other reason, Party B
shall:

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                1.

              	
                Settle
      all the accounts with Party A.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Terminate
      all use of Party A’s commercial
labels.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Terminate
      all sales activities relating to Party
A.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Terminate
      all use of the “Jinduren” trademark and any related
      registration.

              


      

       

      
        
          	
                  VII. 

                	
                  Supplemental
      Provisions

                


        

      

       

      
        	
                 
      

              	
                1.

              	
                This
      agreement shall be executed in two duplicate originals. Each party shall
      hold one duplicate original and all duplicate originals shall have the
      same legal effect.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Party
      A shall reserve the right to supplement this
  agreement.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Party
      A has the final interpretation right to this
  agreement.

              


      

       

      
        	
                 
      

              	
                4.

              	
                At
      the end of the term, Party B shall have priority renewal right if Party B
      has not breached this agreement and agrees to
  renewal.

              


      

       

      
        	
                 
      

              	
                5.

              	
                Party
      B’s business license and a copy of the resident identification card of
      Party B’s legal representative are attached
  herewith.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Any
      alteration or correction to this agreement is
  invalid.

              


      

       

      
        	
                 

              	
                7.

              	
                Matters
      not stated in this agreement shall be settled through consultation of the
      parties.

              


      

       

      
        
          
            	
                    Party
      A: Jinjiang Yinglin Jinduren Fashion Limited

                  	
                    Party
      B:

                  
	 
      	 
      
	
                    Seal:
      [SEAL]

                  	
                    Seal:
      [SEAL]

                  
	 
      	 
      
	
                    Account
      No.:

                  	
                    Account
      No.:

                  
	 
      	 
      
	
                    Bank
      Name:

                  	
                    Bank
      Name:

                  
	 
      	 
      
	
                    Address:

                  	
                    Address:

                  
	 
      	 
      
	
                    Tax
      No. :

                  	
                    Tax
      No. :

                  
	 
      	 
      
	
                    Signature:

                  	
                    Signature:

                  
	 
      	 
      
	
                    Tel:

                  	
                    Tel:

                  
	 
      	 
      
	
                    Fax:

                  	
                    Fax:

                  
	 
      	 
      
	 
      	
                    Signing
      Date: May 28,
      2009

                  
	 
      	 
      
	 
      	
                    Signing
      Place: Shishi
      City