Business
Operations Agreement

      


      THIS BUSINESS OPERATIONS AGREEMENT
(this “Agreement”) is entered into
and among the following parties (the “Parties”) in Jinjiang, Fujian
Province, the People’s Republic of China (the “PRC”) on 18 November,
2010:

      


      
        Party
A:

      

      


      
        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

      


      Party
B:

      


      Fujian
Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

      
        	
                Address: 

              	
                Jiangtou
      village, Chendai town, Jinjiang, Fujian
province

              


      

      Legal
Representative: Ding Baojian

      


      Party
C:

      


      
        Ding
Baojian

      

      
        ID
Number: 35058219650824574

      

      
        
          	
                  Address:

                	
                  East
      Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

                


        

      

      


      
        Ding
Baofu

      

      
        ID
Number: 350582721015053

      

      
        
          	
                  Address:

                	
                  Dongmei
      No.34, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

                


        

      

      


      
        Ding
Changming

      

      
        ID
Number: 350582197805140531

      

      
        
          	
                  Address: 

                	
                  East
      Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

                


        

      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      WHEREAS:

      


      
        	
                1.

              	
                Party
      A is a wholly foreign-owned enterprise duly incorporated and existing in
      the PRC.

              


      

      


      
        	
                2.

              	
                Party
      B is a limited liability company registered in the
  PRC.

              


      

      


      
        	
                3.

              	
                A
      business relationship has been established between Party A and Party B by
      entering into Exclusive Business and Consulting Services Agreement and so
      on, pursuant to which Party B shall make various kinds of payments to
      Party A such that the daily operation of Party B will have a material
      impact on its payment capacity to Party
A.

              


      

      


      
        	
                4.

              	
                Members
      of Party C are directly interested in Party B: Ding Baojian owns 33.34%
      equity interest in Party B, Ding Baofu owns 33.33% and Ding Changming owns
      33.33%.

              


      

      


      The
Parties, through friendly negotiation in the principles of equality and mutual
benefits, hereby agree as follows:

      


      
        	
                1.

              	
                Non-action
      Obligation

              


      

      


      In order
to ensure Party B’s performance of the agreements between Party A and Party B
and all of its obligations against Party A, Party C hereby jointly acknowledge
and agree that unless otherwise agreed by Party A or other parties designated by
Party A in written form, Party B will not conduct any transaction which may
materially affect its assets, business, personnel, obligations, rights or Party
A’s operation, including but not limited:

      


      
        	
                1.1

              	
                to
      conduct any business beyond the ordinary course of business of Party B or
      conduct business in a way which is inconsistent with the past practices or
      in an abnormal way;

              


      

      


      
        	
                1.2

              	
                to
      borrow money from or incur any debt against any third
    party;

              


      

      


      
        	
                1.3

              	
                to
      change or remove any director or to dismiss and replace any senior
      management;

              


      

      


      
        	
                1.4

              	
                to
      sell to or acquire from any third party or otherwise dispose of any asset
      or right exceeding RMB 100,000;

              


      

      


      
        	
                1.5

              	
                to
      provide guarantee for any third party with its assets or intellectual
      property rights or to provide any other guarantee or to create any other
      encumbrance on its assets;

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                1.6 

              	
                to
      amend the Articles of Association of the company or to change its business
      scope;

              


      

      


      
        	
                1.7

              	
                to
      change the ordinary business process or modify any material and internal
      regulation and rules of the
company;

              


      

      


      
        	
                1.8

              	
                to
      assign rights and obligations under this Agreement to any third
      party;

              


      

      


      
        	
                1.9

              	
                to
      materially adjust the operation model, marketing strategy, operation
      guidance or client relationship;
and

              


      

      


      
        	
                1.10

              	
                to
      distribute any bonus or dividend in any
form.

              


      

      


      
        	
                2.

              	
                Management
      of Operation and Arrangements of
Personnel

              


      

      


      
        	
                2.1

              	
                Party
      B and Party C hereby agree to accept and strictly implement the proposals
      and directions of Party A, in respect of the employment and dismissal of
      the employees, the daily business management and the financial management,
      and other decision making regarding the business of Party
    B.

              


      

      


      
        	
                2.2

              	
                Party
      B and Party C hereby agree that the Party C shall only appoint candidates
      designated by Party A as the directors of Party B in accordance with the
      procedures under the applicable laws and regulations and the Article of
      Association of Party B, and cause the appointed directors to elect the
      chairman of the board as per the candidate recommended by Party A. Party B
      shall appoint the person designated by Party A as Party B’s General
      Manager, Chief Financial Officer, and other senior
    management.

              


      

      


      
        	
                2.3

              	
                In
      case any of the above officers designated by Party A leaves Party A,
      voluntarily or involuntarily, he/she shall lose the qualification to take
      any position in Party B. In such case, Party B and or C shall dismiss such
      person and appoint another person designated by Party A to serve the
      remaining service term.

              


      

      


      
        	
                2.4

              	
                For
      the purpose of Section 2.3 above, Party C shall take all necessary
      corporate actions internal and external to accomplish the above dismissal
      and engagement in accordance with laws, Articles of Association and this
      Agreement.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      


      
        	
                3.

              	
                Additional
      Covenants

              


      

      


      
        	
                3.1

              	
                In the event that any of the
      agreements between Party A and Party B terminates or expires, Party A
      shall be entitled to terminate all agreements between Party A and Party B
      including but not limited to the Exclusive Business and Consulting
      Services Agreement.

              


      

      


      
        	
                3.2

              	
                Whereas
      the business relationship between Party A and Party B has been established
      through Exclusive Business
      and Consulting Services Agreement and other agreements, the daily
      business operations of Party B will have a material impact on its capacity
      to pay the payables to Party A. Members of Party C agree to irrevocably
      transfer and assign, free of charge, to Party A their rights to receive
      any bonus, dividend or any other proceed or benefit (in whatever forms)
      obtained from Party B as its shareholders at the time when such payables
      occur, and shall provide all the documents or take all actions necessary
      for such transfer as required by Party
A.

              


      

      


      
        	
                4.

              	
                Entire
      Agreement and Amendments

              


      

      


      
        	
                4.1

              	
                This
      Agreement together with all of other agreements and/or documents referred
      or explicitly indicated in this Agreement will constitute the entire
      agreement in respect of the subject matters under this Agreement and shall
      supersede all of other prior agreements, contracts, understandings and
      communications in oral or written form among all Parties hereto in
      relation to this matters.

              


      

      


      
        	
                4.2

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

              


      

      


      
        	
                5.

              	
                Governing
      Law

              


      

      


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

      


      
        	
                6.

              	
                Dispute
      Resolution

              


      

      


      
        	
                6.1

              	
                The
      Parties shall strive to settle any dispute arising from the interpretation
      or performance of this Agreement through friendly consultation. In case no
      settlement can be resolved through such consultation, either 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. This Section shall survive the
      termination or the recession of this
Agreement.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                6.2

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

              


      

      


      
        	
                7.

              	
                Notice

              


      

      


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

      


      Party
A:

      


      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

              


      

      


      Party
B:

      


      
        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

              


      

      


      
        Party
C:

      

      


      
        Ding
Baojian

      

      
        	
                 
      

              	
                Address:

              	
                East
      Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

              


      

      
        	
                 
      

              	
                Fax:

              	
                0595-85192329

              


      

      
        	
                 
      

              	
                Telephone:

              	
                0595-85196329

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      


      
        Ding
Baofu

      

      
        	
                 
      

              	
                Address:

              	
                Dongmei
      No.34, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

              


      

      
        	
                 
      

              	
                Fax:

              	
                0595-85192329

              


      

      
        	
                 
      

              	
                Telephone:

              	
                0595-85196329

              


      

      


      
        Ding
Changming

      

      
        	
                 
      

              	
                Address:

              	
                East
      Kaituo Road No.9, Jiangtou village, Chendai Town, Jinjiang City, Fujian
      Province

              


      

      
        	
                 
      

              	
                Fax:

              	
                0595-85192329

              


      

      
        	
                 
      

              	
                Telephone:

              	
                0595-85196329

              


      

      


      
        	
                8.

              	
                Effectiveness,
      Term and Miscellaneous

              


      

      


      
        	
                8.1

              	
                Any
      written consent, suggestion, appointment or other decision which would
      have material impact on Party B’s daily business operations in respect of
      this Agreement shall be approved by the board of directors of Party
      A.

              


      

      


      
        	
                8.2

              	
                This
      Agreement will come into effect upon execution by the duly authorized
      representatives of all Parties and this Agreement shall survive until
      Party A is dissolved according to the laws of the
  PRC.

              


      

      


      
        	
                8.3

              	
                Neither
      Party B nor Party C may terminate this Agreement during the term of this
      Agreement. Party A may terminate this Agreement at any time by issuing a
      thirty (30) days prior written notice to Party B and
  Party.

              


      

      


      
        	
                8.4

              	
                The
      Parties acknowledge that they enter into this Agreement in good faith and
      on the basis of equality and mutual benefit.  In case any
      provision in this Agreement is regarded as illegal or unenforceable under
      any applicable law, it shall be deemed to be excluded from this Agreement
      and be null and void, as if such provision 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 all Parties through amicable
      consultations.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      


      
        	
                8.5

              	
                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 right,
      power or privilege shall not exclude one Party from exercising any other
      right, power or privilege.

              


      

      


      
        	
                8.6

              	
                This
      Agreement shall be in made in English, with five (5)
      originals.

              


      

      


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


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      [Signature
Page to the Business Operation Agreement]

      


      Party
A:

      


      AILIBAO
(FUJIAN) MARKETING MANAGEMENT CO.,LTD

      


      
        
          
            
              	
                      Authorized
      Representative:

                    	
                      /s/ LAM Mei Ying (林美英)

                    	 
      


            

          

        

      

      


      Party
B:

      


      Fujian
Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

      


      
        
          
            
              	
                      Authorized
      Representative:

                    	
                      /s/ DING Baojian  (丁保健)

                    	 
      


            

          

        

      

      


      Party
C:

      


      Ding
Baojian(丁保健)

      


      
        
          
            	
                    Signature:

                  	
                    /s/ DING Baojian

                  	 
      
	 
      	 
      	 
      
	
                    Ding
      Baofu(丁保福)

                  
	 
      	 
      	 
      
	
                    Signature:

                  	
                    /s/ DING Baofu

                  	 
      
	 
      	 
      	 
      
	
                    Ding
      Changming(丁長明)

                  
	 
      	 
      	 
      
	
                    Signature:

                  	
                    /s/ DING Changming

                  	 
      


          

        

      

       

      
        
           


        

        
          8