EXCLUSIVE
BUSINESS AND CONSULTING

    


    SERVICES
AGREEMENT

    


    This
Exclusive Business and Consulting Services Agreement (the “Agreement”) is entered into by
and between the following two parties in Jinjiang, Fujian Province, the People’s
Republic of China (the “PRC”) on November 18,
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

    


    WHEREAS:

    


    
      	
              1.

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

            


    

    


    
      	
              2.

            	
              Party
      B, is a limited liability company duly established and validly existing in
      the PRC;

            


    

    


    
      	
              3.

            	
              Party
      A agrees to provide business consulting and relevant services to Party B
      and Party B agrees to accept such business consulting and
      services;

            


    

    


    THEREFORE,
Party A and Party B, through friendly negotiation and in the principles of
equality and mutual benefit, hereby agree as follows:

    


    
      	
              1.

            	
              Business
      consulting and Services; Exclusive Rights and
  Interests

            


    

    


    
      	
              1.1

            	
              During
      the term of this Agreement, Party A agrees to provide, as the exclusive
      provider, relevant business consulting and services to Party B (the
      content thereof is specified in Exhibit 1 attached hereto) in accordance
      with terms and conditions under the
Agreement.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              1.2

            	
              Party
      B hereby agrees to accept such business and consulting services during the
      term of this Agreement. Considering the value of the business consulting
      and services provided by Party A and the good cooperation relationship
      between both Parties, Party B further agrees that, during the term of this
      Agreement, without prior written consent of Party A, Party B shall not
      accept the business consulting and services provided by any third party
      within the business scope under this
Agreement.

            


    

    


    
      	
              1.3

            	
              Party
      A shall be the sole and exclusive owner of any right, proprietary,
      interest and intellectual property (including but not limited to
      trademark, know-how, commercial secrets and otherwise), whichever
      developed by Party A independently or by Party B based on Party A’s
      intellectual property or by Party A based on Party B’s intellectual
      property.

            


    

    


    If such
development is conducted on the basis of Party B’s intellectual property, Party
B shall ensure that such intellectual property is clear and free from any
defect, otherwise Party B shall indemnify Party A any and all damages incurred
thereby. In case Party A shall be liable to any third party by reason thereof,
Party A shall be compensated in full by Party B as long as Party A has
compensated the third party.

    


    
      	
              2.

            	
              Calculation
      and Payment of the Fee for Business and Consulting Services (the “Service
      Fees”)

            


    

    


    The
Parties agree that the Service Fees under this Agreement shall be determined and
paid in accordance with Exhibit 2 attached hereto.

    


    
      	
              3.

            	
              Representations
      and Warranties

            


    

    


    
      	
              3.1

            	
              Party
      A hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              3.1.1

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

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              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;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.1.3

            	
              The
      Agreement will constitute a legitimate, effective, binding and enforceable
      document against Party A upon the
execution.

            


    

    


    
      	
              3.2

            	
              Party
      B hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              3.2.1

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

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              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;

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              The
      Agreement will constitute a legitimate, effective, binding and enforceable
      document against Party B upon the
execution.

            


    

    


    
      	
              4.

            	
              Confidentiality

            


    

    


    
      	
              4.1

            	
              The
      Parties agree to take various reasonable measures to protect and maintain
      the confidentiality of the confidential material and information known or
      being access to (the “Confidential
      Information”, the disclosing Party shall explicitly inform in
      writing the receiving Party of the Confidential Information when providing
      the documents and information). Unless otherwise agreed by the providing
      Party in prior written form, such Confidential Information (including the
      receiving Party being merged or acquired or controlled directly or
      indirectly by any third party) shall not be disclosed, given or transfer
      any third party. Upon the termination or expiration of this Agreement, the
      Parties shall return to the original owner or the providing Party, or to
      destroy as agreed by the original owner or the providing Party including
      deleting any Confidential Information from any memory devices, any
      document, information or software bearing any of such Confidential
      Information, and cease to use such Confidential Information. The Parties
      shall take necessary measures to disclose the Confidential Information to
      the employees, agents or professional consultants of Party B necessary to
      know such information and cause them to observe the confidential
      obligations hereunder. Party B, Party B’s employees, agents or
      professional consultants shall enter into confidential agreements with
      Party A and all parties shall observe the agreements
    thereof.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              4.2

            	
              The
      restrictions stipulated in Section 4.1 shall not apply
  to:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              the
      materials available to the public at the time of
    disclosure;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              the
      materials that become available to the public after the disclosure not due
      to the fault of Party B;

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              the
      materials receiving Party proves to have obtained neither directly nor
      indirectly from any other party before the
  disclosure;

            


    

    


    
      	
               
      

            	
              4.2.4

            	
              each
      Party is required by law to disclose to relevant government authorities,
      stock exchange institute, or necessarily discloses the above confidential
      information directly to the legal counselor and financial consultant in
      order to maintain its ordinary
business.

            


    

    


    
      	
              4.3

            	
              Both
      Parties agree that this Section shall survive the modification, recession
      or termination of this Agreement.

            


    

    


    
      	
              5.

            	
              Indemnity

            


    

    


    
      	
              5.1

            	
              Unless
      otherwise provided in this Agreement, if either Party fails to fully
      perform or cease to perform this Agreement and cannot cure such breach
      within thirty (30) days after receipt of the notice from the non-breaching
      Party, or any of representations or warranties hereunder is not true,
      accurate or misleading, it shall constitute a breach of this
      Agreement.

            


    

    


    
      	
              5.2

            	
              If
      either Party breaches this Agreement or any of its representations and
      warranties under this Agreement, the non-breaching Party may require in
      writing it to cure its breach and take corresponding actions to timely and
      effectively avoid damages within 10 days upon receipt of a written notice
      from the non-breaching party and continue to perform this Agreement. In
      case of any damage, the breaching party shall indemnify the non-breaching
      party such that the non-breaching party could acquire all of the interests
      under this Agreement as if this Agreement had been duly
      performed.

            


    

    


    
      	
              5.3

            	
              In
      the event that either Party’s breach of this agreement results in any fee,
      liability or loss (including but not limited to loss of profits) incurred
      by the other, the breaching party shall indemnify the abiding party any of
      the aforesaid fee, liability or loss( including but not limited to any
      interest and attorney fee paid or incurred due to the breach). The total
      compensation paid by the default Party to the other Party shall be equal
      to the losses caused by the breach of this Agreement, which shall include
      the receivable interests by the abiding party for the performance of this
      Agreement, but shall not exceed the reasonable expectation of the
      Parties.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              5.4

            	
              If
      both Parties breach this Agreement, the indemnity shall be determined on
      the basis of the extent of its respective
  breach.

            


    

    


    
      	
              6.

            	
              Effective
      Date and Term

            


    

    


    
      	
              6.1

            	
              This
      Agreement shall be executed and come into effect as of the date first
      written above.

            


    

    


    
      	
              6.2

            	
              This
      Agreement shall be made in English, with two (2)
  originals.

            


    

    


    
      	
              6.3

            	
              The
      initial term of this Agreement is ten (10) years commencing from the
      effective date, unless earlier terminated by Party A. Prior to the
      expiration of this Agreement, if Party A intends to extend the term of
      this Agreement, the Parties shall extend the term of this Agreement as per
      the request of Party A.

            


    

    


    
      	
              7.

            	
              Termination

            


    

    


    
      	
              7.1

            	
              Unless
      renewed in accordance with the relevant terms of this Agreement, this
      Agreement shall be terminated upon the date of expiration hereof. During
      the term of this Agreement, Party B may not terminate this Agreement prior
      to its expiration date. Party A shall have the right to terminate this
      Agreement upon giving 30 days' prior written notice to Party B at any
      time.

            


    

    


    
      	
              7.2

            	
              This
      Agreement may be terminated by mutual consent of the
    Parties.

            


    

    


    
      	
              7.3

            	
              The
      rights and obligations of both Parties under Section 4 and 5 shall survive
      the termination of this Agreement.

            


    

    


    
      	
              8.

            	
              Disputes
      Resolution

            


    

    


    
      	
              8.1

            	
              The
      Parties shall strive to settle any dispute arising from the interpretation
      or performance in connection with this Agreement through friendly
      consulting. In case no settlement can be reached through such consulting,
      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. This
      Section shall survive the termination or the cease of this
      Agreement.

            


    

    


    
      	
              8.2

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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              9.

            	
              Force
      Majeure

            


    

    


    
      	
              9.1

            	
              “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.

            


    

    


    
      	
              9.2

            	
              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.

            


    

    


    
      	
              10.

            	
              Notices

            


    

    


    Any
notice in connection with the performance of this Agreement shall be in writing
and be delivered in person, by registered mail, postage prepaid mail, recognized
express mail or facsimile to the following correspondence
addresses:

    


    
      	
            	
              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

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
            	
              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

            


    

    


    
      	
              11.

            	
              Assignment

            


    

    


    Unless
otherwise agreed by the other Party’s in writing, either Party shall not assign
the rights or obligations under this Agreement to any third party.

    


    
      	
              12.

            	
              Severability

            


    

    


    The
Parties hereby 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.

    


    
      	
              13.

            	
              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.

    


    
      	
              14.

            	
              Governing
      Law

            


    

    


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

    


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


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      (Signature
page to the Exclusive Business Consulting and Services
Agreement)

    

    


    
      Party A:
AILIBAO (FUJIAN) MARKETING MANAGEMENT CO.,LTD

    

    


    
      
        
          
            	
                    Authorized
      Representative:  

                  	
                    /s/ LAM Mei Ying

                  	 
      


          

        

      

    

    


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

    

    


    
      
        
          
            	
                    Authorized
      Representative: 

                  	
                    /s/ DING Baojian  (丁保健)

                  	 
      


          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
1

    The
list of Business and Consulting Services

    


    Under
this agreement, Party A agrees to Party B to exclusively provide any business
development advisory and consultancy services, which is related but not
limited to the following:

     

    (a) To provide business development
advisory services in order to improve the standard of Party B’s marketing and brand building
activities.  

    


    (b) To continuously comment and evaluate Party B’s business development strategy and
financing strategy,  in order to make valuable advice, conclusions and
means of improvement;

     

    (c) To provide to Party B’s any other business related advice as
needed.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Exhibit
2

    Calculation
and Payment of the Service Fees

    for
Business and Consulting Services

    


    
      	
              I.

            	
              The
      Service Fees hereunder shall be 100% of profit of Party B before paying
      this Service Fees, Party A has the right to receive such Service Fees on
      the timing and basis of its choice.

            


    

    


    
      	
              II.

            	
              Party
      A shall collect the Service Fees on a quarterly basis, issue to Party B
      the bill for the previous quarter within thirty (30) days upon the
      commencement of a quarter, and notify Party thereof. Party B shall pay the
      Service Fees into the bank account designated by Party A within ten (10)
      working days after receiving the notification from Party A, and Party B
      shall fax or post the copy of the payment receipt to Party A within ten
      (10) working days after accomplishment of the
  payment.

            


    


    
      
         


      

      
        10