INTELLECTUAL
PROPERTIES LICENSE AGREEMENT

    


    This
Intellectual Properties License Agreement (this “Agreement”) is entered into
and between the following two parties in Jinjiang, Fujian Province, the People’s
Republic of China (the “PRC”) on 18 November,
2010.

    


    
      	
              Licensor:

            	
              Fujian
      Jinjiang Chendai Ailibao Shoes & Clothes Co.,
  Ltd

            


    

    
      	
              Address:

            	
              Jiangtou
      village, Chendai town, Jinjiang, Fujian
province

            


    

    Legal
Representative: Ding Baojian

    


    
      	
              Licensee:

            	
              AILIBAO
      (FUJIAN) MARKETING MANAGEMENT
CO.,LTD

            


    

    
      	
              Address:

            	
              Floor
      2, Building 1, Kaiyuan Industrial Zone
No.118,

            


    

    
      	
               
      

            	
              Jiangtou
      Village, Chendai Town, Jinjiang
City

            


    

    Legal
Representative: Lam Mei Ying

    


    (collectively
referred to as the “Parties”)

    


    WHEREAS:

    


    
      	
              1.

            	
              Licensee
      is a wholly foreign-owned enterprise duly established and validly existing
      in the PRC;

            


    

    


    
      	
              2.

            	
              Licensor
      is a limited liability company duly established and validly existing in
      the PRC;

            


    

    


    
      	
              3.

            	
              It
      is agreed by both Parties that Licensor will license the Intellectual
      Properties (as defined in Section 1.1) to Licensee under the terms and
      conditions of this Agreement.

            


    

    


    THEREFORE,
the Parties, through friendly negotiation in the principles of equality and
mutual benefits, hereby agree the following:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              1.

            	
              License

            


    

    


    
      	
              1.1

            	
              License
      of the Intellectual Properties

            


    

    


    
      	
               
      

            	
              In
      accordance with the terms of this Agreement, Licensor agrees to license to
      Licensee, Licensee agrees to accept the license of all intellectual
      properties owned by Licensor, including but not limited to all or any part
      of the intellectual properties listed in Exhibit (such Exhibit will be
      updated from time to time) (the “Intellectual
      Properties”), or the right to conduct business operations with
      these Intellectual Properties.

            


    

    


    
      	
              1.2

            	
              Nature

            


    

    


    The
license of the Intellectual Properties under this Agreement is exclusive. Unless
otherwise agreed by the Parties in prior written form, Licensor may only use the
Intellectual Properties during its own course of business and shall not take any
action which affects or may affect Licensee’s to use the Intellectual
Properties, including but not limited to the transfer or license of the
Intellectual Properties to any third party in any manner directly or indirectly,
except during its ordinary course of business.

    


    
      	
              1.3

            	
              Limitation

            


    

    


    The
territory of the license under this Agreement is the entire world.

    


    
      	
              1.4

            	
              Licensor’s
      Consent

            


    

    


    If
Licensee implements any intellectual property not under this Agreement (the
“New Intellectual
Property”), whether it is made on the basis of the Intellectual Property
under this Agreement or it has been altered or improved in form or substance,
Licensor acknowledges and agrees that Licensee owns any or all rights and
interests of the New Intellectual Property, including but not limited to the
rights to own, possess, use and dispose the New Intellectual Property and to be
benefited from the New Intellectual Property, without Licensor’s Consent and
free of charge. Licensor shall assist Licensee in handling relevant formalities
for the New Intellectual Property, including but not limited to execution of
necessary documents in written form.

    


    
      	
              2.

            	
              Royalty

            


    

    


    
      	
               
      

            	
              Unless
      otherwise agreed by the Parties, the license granted hereunder is
      royalty-free.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Confidentiality

            


    

    


    
      	
              3.1

            	
              Except
      for Section 3.2, each Party shall keep confidential any confidential
      material or information, which is disclosed to the other Party due to
      acceptance of the Intellectual Property, (“Confidential
      Information”) and part of the Intellectual Properties under this
      Agreement, which is not available to the public. Once this Agreement is
      terminated, such Party shall return to the other Party as per its request,
      or to destroy or delete in a manner agreed by the other Party any
      document, material, software or other tangible media bearing such
      Confidential Information and shall cease to use such Confidential
      Information. Unless otherwise agreed by a Party in prior written form, the
      other Party shall not disclose, provide or transfer such Confidential
      Information. Each Party shall take all necessary measures to disclose such
      Confidential Information only to Licensor’s employees, agents or
      professional consultants necessary to know such Confidential Information
      and procure such employees, agents or professional consultants to observe
      the confidentiality obligations under this
  Agreement.

            


    

    


    
      	
              3.2

            	
              The
      afore-mentioned restrictions are not applicable to
  :

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              information
      or material which has already become available to the public at the time
      of disclosure;

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              information
      or material becomes available to the public after the disclosure not due
      to the fault of a Party;

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              information
      or material which is known to a Party before the disclosure and is not
      acquired from the other Party directly;
or

            


    

    


    
      	
               
      

            	
              3.2.4

            	
              the
      Confidential Information required to be disclosed to government authority,
      stock exchange and etc. as requested by laws or court decrees, or be
      disclosed to its legal counsel or financial consultant in the ordinary
      course of business by either Party.

            


    

    


    
      	
              3.3

            	
              The
      Parties agree that this Section shall survive the modification, rescission
      or termination of this Agreement.

            


    

    


    
      	
              4.

            	
              Representations
      and Warranties

            


    

    


    
      	
              4.1

            	
              Licensor
      hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              4.1.1

            	
              It
      is a company duly established and existing under the laws of the
      PRC;

            


    

    


    
      	
               
      

            	
              4.1.2

            	
              It
      has requisite corporate power to execute and perform this Agreement, the
      execution and performance of which are within its business scope. It has
      taken all necessary corporate actions, is duly authorized and has obtained
      the consent and approval from any third party or government authority.
      Neither execution nor performance of this Agreement does or will violate
      any applicable law or any contract having binding force on
    it;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.1.3

            	
              This
      Agreement will constitute a legal, valid and binding obligation which is
      enforceable against it;

            


    

    


    
      	
               
      

            	
              4.1.4

            	
              It
      is the legal owner of the Intellectual Properties under this
      Agreement.

            


    

    


    
      	
               
      

            	
              4.1.5

            	
              It
      will timely execute all documents and handle or assistant in handling all
      formalities in respect of the Intellectual Properties licensed under this
      Agreement as Licensee deems
necessary.

            


    

    


    
      	
              4.2

            	
              Licensee
      hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              It
      is a company duly established and existing under the laws of the
      PRC;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              It
      has requisite corporate power to execute and perform this Agreement, the
      execution and performance of which are within its business scope. It has
      taken all necessary corporate actions, is duly authorized and has obtained
      the consent and approval from any third party or government authority.
      Neither execution nor performance of this Agreement does or will violate
      any applicable law or any contract having binding force on
    it;

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              This
      Agreement will constitute a legal, valid and binding obligation which is
      enforceable against it.

            


    

    


    
      	
              5.

            	
              Further
      Covenants of Licensor

            


    

    


    
      	
              5.1

            	
              Licensor
      agrees, during the term of this Agreement and after the expiration
      thereof, not to pose any objection to any right in connection with the
      Intellectual Properties licensed to Licensor and the validity of this
      Agreement or to conduct any action or omission which is considered by
      Licensee to impair or possibly impair such rights and
    license.

            


    

    


    
      	
              5.2

            	
              Licensor
      agrees to provide assistance for Licensor so that Licensor implements the
      rights of the Intellectual Properties under this Agreement and other
      relevant rights. In case there is any claim by any third party with
      respect to the Intellectual Properties, Licensee, in its sole discretion,
      may answer the claim in the name of itself, Licensor or both. In case of
      any third party’s infringement of the Intellectual Properties, Licensor
      shall immediately inform Licensee of the infringements in witting within
      its knowledge; only Licensee is entitled to determine whether to take
      actions against such
infringements.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              5.3

            	
              Licensor
      agrees not to use such Intellectual Properties in a method, by which, at
      discretion of Licensee, the Intellectual Properties or the good wills of
      either Party will or may be
impaired.

            


    

    


    
      	
              6.

            	
              Quality

            


    

    


    The
Parties acknowledge the value of the good will in connection with the
Intellectual Properties and shall use their best endeavors to improve the
quality of the business operation so as to protect and enhance the good wills
represented by the Intellectual Properties.

    


    
      	
              7.

            	
              Advertising

            


    

    


    Unless
otherwise agreed by Licensee in prior written form, Licensor agrees not to do
any marketing or advertising in respect of the Intellectual Properties under
this Agreement via radio, TV, newspaper, magazine, internet or other
media.

    


    
      	
              8.

            	
              Effectiveness
      and Term

            


    

    


    
      	
              8.1

            	
              This
      Agreement shall come into effect as of the date first above written in
      this Agreement. Unless otherwise this Agreement is terminated by its
      terms, the term of this Agreement shall be ten (10)
  years.

            


    

    


    
      	
              8.2

            	
              Upon
      the expiration of this Agreement, the term of this Agreement shall be
      renewed automatically for ten (10) years, unless Licensee gives Licensor a
      three (3) months’ prior notice in writing that this Agreement shall not be
      renewed.

            


    

    


    
      	
              9.

            	
              Filing
      of Intellectual Properties

            


    

    


    Upon
execution of this Agreement, within three (3) months from the date when Licensor
obtains all relevant certificates for the Intellectual Properties (if
necessary), the Parties shall file for records of the license of the
Intellectual Properties with relevant registration authorities in accordance
with the laws of the PRC (if applicable). The Parties agree to sign or provide
all documents necessary for the filing of Intellectual Properties in accordance
with the principles in this Agreement and the requirements in relevant laws. If
the Parties make any amendment or supplement in accordance with Section 16, the
Parties shall file the amendments or supplements of this Agreement for records
with relevant administrative authorities of Intellectual Properties in
accordance with the laws of the PRC (if applicable). The Parties agree to sign
or provide all necessary documents for the filing in accordance with this
Agreement and applicable laws and regulations.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              10.

            	
              Termination

            


    

    


    
      	
              10.1

            	
              Unless
      renewed in accordance with this Agreement, this Agreement shall terminate
      at the expiration date of this Agreement or the termination date of
      Licensor’s right in the license hereunder of the Intellectual Properties,
      which is the earlier.

            


    

    


    
      	
              10.2

            	
              During
      the term of this Agreement, neither Party may terminate this Agreement
      unless otherwise agreed by the Parties. Licensee is entitled to terminate
      this Agreement at any time in a method or a thirty (30) days’ prior notice
      in writing to Licensor.

            


    

    


    
      	
              10.3

            	
              Sections 3, 5, 14 and 15 shall
      survive the termination or recession of this
    Agreement.

            


    

    


    
      	
              11.

            	
              Force
      Majeure

            


    

    


    
      	
              11.1

            	
              “Event
      of Force Majeure” means any event that is unforeseeable or beyond the
      reasonable control of the Party affected and cannot be prevented with
      reasonable care, which includes but is not limited to the acts of
      governments, acts of nature, fire, explosion, geographic change, flood,
      earthquake, tide, lightning, war. However, any shortage of credit, capital
      or finance shall not be regarded as an event beyond a Party’s reasonable
      control. However, deficiency of credit, fund or financing shall not be
      deemed as the item out of reasonable control of the Party. The Party
      affected by an Event of Force Majeure who claims to be exempted from
      performing any obligations under this Agreement or under any section
      herein shall notify each other Party promptly of such
      exemption.

            


    

    


    
      	
              11.2

            	
              When
      performance of this Agreement is delayed or prevented
      due to an Event of Force Majeure defined as the above, the Party
      affected by such Event of Force Majeure shall be exempted from any
      liability under this Agreement to the extent of such delay or prevention.
      The Party affected shall take proper measures to decrease or diminish the
      impacts from such Event of Force Majeure and make reasonable and
      practicable efforts to resume the performance delayed or prevented by the
      Event of Force Majeure, so that it may be exempted from performing such
      obligations to the extent of the part of the obligations delayed or
      prevented. Once the Event of Force Majeure ceased, the affected Party
      shall make its best endeavors to resume the performance of this
      Agreement.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              Notices

            


    

    


    Notices
for the purpose of exercising the rights and performing the obligations
hereunder shall be in writing and be delivered by personal delivery, registered
mail, postage prepaid mail, recognized courier service or by facsimile
transmission to the address of the relevant Party or Parties set forth
below.

    


    
      	
            	
              Licensor:

            	
              Fujian
      Jinjiang Chendai Ailibao Shoes & Clothes Co.,
  Ltd

            


    

    
      	
            	
              Address:

            	
              Jiangtou
      village, Chendai town, Jinjiang, Fujian
province

            


    

    
      	
               
      

            	
              Fax:

            	
              0595-85192329

            


    

    
      	
            	
              Telephone:

            	
              0595-85196329

            


    

    
      	
            	
              Addressee:

            	
              Ding
      Baofu

            


    

    


    
      	
            	
              Licensee:

            	
              AILIBAO
      (FUJIAN) MARKETING MANAGEMENT
CO.,LTD

            


    

    
      	
            	
              Address:

            	
              Floor
      2, Building 1, Kaiyuan Industrial Zone
No.118,

            


    

    Jiangtou
Village, Chendai Town, Jinjiang City

    
      	
            	
              Fax:

            	
              0595-85192329

            


    

    
      	
            	
              Telephone:

            	
              0595-85196329

            


    

    
      	
            	
              Addressee:

            	
              Lam
      Mei Ying

            


    

    


    
      	
              13.

            	
              Transfer
      and Assignment

            


    

    


    
      	
               
      

            	
              Unless
      otherwise agreed by Licensee in prior written form, Licensor shall not
      transfer any right and obligation under this Agreement, or license the
      Intellectual Properties under this Agreement to any third party in any
      form, or take any other action which might affect the rights of Licensee
      under this Agreement.

            


    

    


    
      	
              14.

            	
              Dispute
      Resolution

            


    

    


    
      	
              14.1

            	
              The
      Parties shall strive to settle any dispute arising from the interpretation
      or execution of this Agreement through negotiation in good faith. In case
      no settlement can be reached through consultation, each Party may submit
      such dispute to Xiamen Arbitration Commission for arbitration in
      accordance with its then-current and effective arbitration rules. The
      arbitration shall be conducted in Chinese. The arbitration award shall be
      final and binding upon the Parties.

            


    

    


    
      	
              14.2

            	
              Each
      Party shall continue to perform its obligations in good faith in
      accordance with this Agreement except for the matters in
      dispute.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              15.

            	
              Governing
      Law

            


    

    


    The
execution, effectiveness, performance and interpretation and the resolution of
disputes of this Agreement shall be governed by and construed in accordance with
the laws of the PRC.

    


    
      	
              16.

            	
              Amendment
      and Supplement

            


    

    


    Any
amendment or supplement to this Agreement shall take effect only after the
written agreement thereto is duly executed by all the Parties. The amendment
agreement or the supplement agreement thereto duly executed by the Parties shall
be part of this Agreement and shall be equally authentic with this
Agreement.

    


    
      	
              17.

            	
              Severability

            


    

    


    
      	
               
      

            	
              The
      Parties acknowledge that they enter into this Agreement in good faith on
      the basis of equality and mutual benefit. In case any provision or
      regulation of this Agreement is ruled illegal or unenforceable under the
      applicable law, it shall be deemed to be excluded from this Agreement and
      be null and void, as if such provisions had never been included in this
      Agreement. However, the balance of this Agreement will remain in force and
      this Agreement shall be deemed as without such provisions from the
      beginning. The Parties shall replace the deemed-deleted provisions with
      lawful and valid provisions acceptable to the Parties through amicable
      consultations.

            


    

    


    
      	
              18.

            	
              Waiver

            


    

    


    
      	
               
      

            	
              Any
      non-exercise of any right, power or privilege hereunder shall not be
      deemed as a waiver thereof. Any single or partial exercise of such rights,
      powers or privileges shall not exclude one Party from exercising any other
      rights, powers or privileges.

            


    

    


    
      	
              19.

            	
              Exhibit

            


    

    


    The
Exhibit to this Agreement shall be an integrate part of, and shall be equally
authentic with this Agreement.

    


    
      	
              20.

            	
              Language

            


    

    


    
      	
               
      

            	
              This
      Agreement shall be made in English, with two [2]
  originals.

            


    

    


    IN WITNESS THEREOF the Parties
hereto have caused this Agreement to be duly executed by their duly authorized
representatives as of the date first set forth above.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    [Signature
page to the Intellectual Properties License Agreement]

    


    Licensor:  Fujian
Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

    


    
      
        
          	
                  Authorized
      Representative:

                	
                  /s/ DING Baojian

                	 
      


        

      

    

    


    Licensee:  AILIBAO
(FUJIAN) MARKETING MANAGEMENT CO.,LTD

    


    
      
        	
                Authorized
      Representative:

              	
                /s/ LAM Mei Ying

              	 
      


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit
—List of the
Intellectual Properties Licensed

    


    
      	
               
      

            	
              1.

            	
              Trademark:

            


    

    


    Seven
trademark ownership:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Trademarks

                                          	 
      	
                                            No. of

                                            Trademark

                                            Registration

                                            No.

                                          	 
      	
                                            Verified

                                            Category of

                                            Category of

                                            Goods

                                          	 
      	
                                            Term

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            1371023

                                          	 
      	
                                            No.25

                                          	 
      	
                                            March
      7, 2010 to March 6, 2020

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            1685284

                                          	 
      	
                                            No.25

                                          	 
      	
                                            December
      21, 2001 to December 20, 2011

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            2022238

                                          	 
      	
                                            No.25

                                          	 
      	
                                            January
      7, 2003 to January 6, 2013

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            4215905

                                          	 
      	
                                            No.25

                                          	 
      	
                                            September
      7, 2008 to September 6, 2018

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            4215986

                                          	 
      	
                                            No.25

                                          	 
      	
                                            May
      28, 2008 to May 27, 2018

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	 
      	
                                            4215987

                                          	 
      	
                                            No.25

                                          	 
      	
                                            May
      7, 2009 to May 6, 2019

                                          
	 	 	 	 	 	 	 
	
                                            

                                          	
                                             
      

                                          	
                                            4787165

                                          	
                                              

                                          	
                                            No.16

                                          	
                                              

                                          	
                                            April
      7, 2009 to April 6,
2019

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Two
pending trademark application:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Trademarks

                            	 
      	
                              No. of

                              Trademark

                              Registration

                              No.

                            	 
      	
                              Verified

                              Category of

                              Category of

                              Goods

                            	 
      	
                              Date of obtaining

                              the notice of

                              acceptance

                            
	 	 	 	 	 	 	 
	
                              

                            	 
      	
                              6915620

                            	 
      	
                              No.25

                            	 
      	
                              June
      23,2008

                            
	 	 	 	 	 	 	 
	
                              

                            	
                                

                            	
                              6915621

                            	
                                

                            	
                              No.25

                            	
                                

                            	
                              June
      23,2008

                            


                    

                  

                

              

            

          

        

      

    

    


    
      	
            	
              2.

            	
              Domain

            


    

    


    One
domain names with ICANN:

    


    
      
        
          
            
              	
                      Domain Names

                    	 
      	
                      Registration Date

                    	 
      	
                      Expiration Date

                    
	
                      cnailibao.com

                    	
                        

                    	
                      June
      14, 2004

                    	
                        

                    	
                      June
      14,
2013

                    


            

          

        

      

    


    
      
         


      

      
        11