Option
Agreement

    


    THIS OPTION 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:

    

    


    
      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

              


      

    

    


    
      Party
C:

    

    


    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 established and existing in the
      PRC.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Party
      C is limited liability incorporated in the
PRC.

            


    

    


    
      	
              3.

            	
              Members
      of Party B (“Grantors”) are directly
      interested in Party C: Ding Baojian owns 33.34% equity interest in Party
      C, Ding Baofu owns 33.33%, Ding Changming owns
  33.33%.

            


    

    


    
      	
              4.

            	
              Upon
      Party A’s request, each member of
      Party B agrees to transfer and Party A agrees to purchase all of the
      equity interest in Party C owned by Party B in accordance with this
      Agreement.

            


    

    


    THEREFORE,
THE PARTIES HEREBY AGREE AS FOLLOWS:

    


    
      	
              1. 

            	
              GRANT
      OF THE OPTION

            


    

    


    
      	
              1.1 

            	
              Grant

            


    

    


    Grantors
agree, upon the execution date of this Agreement, to irrevocably grant Party A
the option that Party A or a third party designated by it may acquire all of the
equity interest held by Grantors in Party C at the lowest price as permitted by
the PRC laws by installation or in one lump sum

    


    
      	
              1.2 

            	
              Term

            


    

    


    This
Agreement shall come into effect upon the execution of the Parties and terminate
on the date when Party A acquires all of the equity interest in Party C owned by
Party B as permitted by the laws of the PRC.

    


    
      	
              2. 

            	
              EXERCISE
      OF THE OPTION AND THE CLOSING

            


    

    


    
      	
              2.1 

            	
              Timing
      of Exercise

            


    

    


    
      	
               
      

            	
              2.1.1

            	
              Grantors
      agree that pursuant to the laws of the PRC, Party A may exercise the
      options in part or as a whole under this Agreement at any time during the
      term of this Agreement.

            


    

    


    
      	
               
      

            	
              2.1.2

            	
              Grantors
      unanimously agree that there is no limitation on the times for Party A to
      exercise its options, unless Party A has acquired all of the equity
      interest in Party C.

            


    

    


    
      	
               
      

            	
              2.1.3

            	
              Grantors
      agree that Party A may designate a third party to exercise the options by
      delivering a prior written notice to
Grantors.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              2.2 

            	
              Donation
      of Payment for the Option

            


    

    


    Grantors
agree to give Party C all the proceeds out of exercise of the option by Party A
or a third party designated by Party A free of charge.

    


    
      	
              2.3 

            	
              Transfer
      of Option

            


    

    


    Grantors
agree that Party A may transfer part or all of the option under this Agreement
to any third party without being approved by Grantors, and such third party
shall exercise the option, enjoy all of Party A’s rights and undertake all of
its obligations under this Agreement as if it were a Party hereto.

    


    
      	
              2.4 

            	
              Notice
      of Exercise

            


    

    


    Party A
may exercise the option by delivering a written notice to Grantors within 10
business days prior to the Closing Date (as defined below)
specifying:

    


    
      	
               
      

            	
              2.4.1

            	
              the
      effective closing date of the equity transfer after exercise of the
      option, i.e. the date of official filing for registration of the equity
      transfer with relevant Administration for Industry and Commerce (the
      “Closing
      Date”);

            


    

    


    
      	
               
      

            	
              2.4.2

            	
              the
      name of the shareholder to be registered after the exercise of the
      option;

            


    

    


    
      	
               
      

            	
              2.4.3

            	
              the
      number of the equity transferred from
Grantors;

            


    

    


    
      	
               
      

            	
              2.4.4

            	
              the
      payment terms; and

            


    

    


    
      	
               
      

            	
              2.4.5

            	
              the
      power of attorney (if the option to be exercised by a third party
      designated)

            


    

    


    All
Parties agree that Party A is entitled to designate a third party to exercise
the option and register the equity in the name of such third party. Grantors
agree that upon any request to exercise the option by either Party A or a third
party designated by Party A, Grantors shall execute an equity transfer agreement
and other relevant documents within 10 business days after receipt of the notice
of exercise of the option in accordance with such notice and this
Agreement.

    


    
      	
              2.5 

            	
              Closing

            


    

    


    Party A
shall pay to Grantors at the price under Section 1.1 of this Agreement at the
Closing Date. Party A and Grantors shall provide Party C with necessary
assistance in completing registration of the equity transfer in the competent
Administration for Industry and Commerce.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              3. 

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              3.1 

            	
              Each
      Grantor hereby represents and warrants
that:

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              It
      has full corporate power and authority to execute and perform this
      Agreement;

            


    

    


    
      	
               
      

            	
              3.1.2

            	
              Its
      performance of this Agreement does not violate any applicable laws,
      regulations and contracts binding on it, and not require any consent or
      authorization from government;

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              There
      is no lawsuit, arbitration or other legal or administrative proceeding
      pending or which may have material and adverse effect on the performance
      of this Agreement;

            


    

    


    
      	
               
      

            	
              3.1.4

            	
              Party
      C has not been declared bankruptcy and is in good
  standing;

            


    

    


    
      	
               
      

            	
              3.1.5

            	
              It
      will not create any pledge, debt or other third party encumbrance on Party
      C’s equity held by it and will not transfer, donate, pledge or otherwise
      dispose the same in favor of any third party other than Party A or a third
      party designated by Party A;

            


    

    


    
      	
               
      

            	
              3.1.6

            	
              There
      is no pledge, security, debt or other third party encumbrance on Party C’s
      equity held by it;

            


    

    


    
      	
               
      

            	
              3.1.7

            	
              The
      option granted to Party A is exclusive, and Grantors shall not grant any
      option or similar right to any third party in any
  form.

            


    

    


    
      	
              3.2 

            	
              Covenants

            


    

    


    Party C
hereby covenants to Party A that it will bear all costs and expenses arising
from the equity transfer hereunder and handle all formalities necessary for
registering Party A or a third party designated by Party A as a shareholder of
Party C, including without limitation, assisting Party A in obtaining necessary
approvals for the equity transfer from relevant government authorities,
submitting the application materials for registration of the equity transfer to
the competent Administration for Industry and Commerce and updating the registry
of members.

    


    
      	
              4. 

            	
              TAX

            


    

    


    All taxes
arising from the performance of this Agreement shall be borne by Party
C.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              5. 

            	
              BREACH
      OF THE AGREEMENT

            


    

    


    
      	
              5.1

            	
              Unless
      otherwise provided in this Agreement, if any Party fails to fully perform
      or cease to perform this Agreement and cannot cure such breach within 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
      any 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

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

            


    

    


    
      	
              6. 

            	
              GOVERNING
      LAW AND DISPUTE RESOLUTION

            


    

    


    
      	
              6.1

            	
              Governing
      Law

            


    

    


    This
Agreement shall be governed and construed by the laws of the PRC.

    


    
      	
              6.2

            	
              Arbitration

            


    

    


    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 cease of this
Agreement.

    


    
      	
              6.3

            	
              Continue
      of Performance

            


    

    


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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              7 

            	
              CONFIDENTIALITY

            


    

    


    
      	
              7.1

            	
              Confidential
      Information

            


    

    


    This
Agreement together with the Exhibit hereof shall be kept confidential. No Party
shall disclose any such information to any third Party (except agreed by the
Parties in prior written form).  This Section shall survive the
termination of this Agreement.

    


    
      	
              7.2

            	
              Exceptions

            


    

    


    If any
confidential information is required to be disclosed by any law, judgment,
arbitral aware, or decision by administrative authorities, such disclosure shall
not be deemed as violation of the foregoing Section 7.1.

    


    
      	
              8. 

            	
              MISCELLANEOUS

            


    

    


    
      	
              8.1

            	
              Entire
      Agreement

            


    

    


    This
Agreement constitutes the entire agreement and understanding among the Parties
in respect of the subject matter hereof and supersedes all prior discussions,
negotiations and agreements among them. This Agreement shall prevail over all
the above. This Agreement shall only be amended by written agreement among all
the Parties. The Annexes attached hereto shall constitute an integral part of
this Agreement and shall have the same legal force as this
Agreement.

    


    
      	
              8.2

            	
              Notices

            


    

    


    
      	
               
      

            	
              8.2.1

            	
              Any
      notice or other correspondence of the Parties 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

            


    

    


    Party
B:

    


    Ding
Baojian

    
      	
                
      

            	
              Address:

            	
              East
      Kaituo Road No.9, Jiangtou village, Chendai Town,

              Jinjiang
      City, Fujian Province

            


    

    
      	  	
              Fax: 

            	
              0595-85192329

            


    

    
      	  	
              Telephone: 

            	
              0595-85196329

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    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

            


    

    


    Party
C:

    


    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

            


    

    


    
      	
               
      

            	
              8.2.2

            	
              Notices
      and correspondences shall be deemed to have been
  delivered:

            


    

    


    
      	
               
      

            	
              8.2.2.1

            	
              by
      facsimile, at the exact time indicated in the corresponding transmission
      record, or the following business day of the date indicated in the
      corresponding transmission record if such facsimile is sent after 5:00 pm
      on a business day or on a non-business day in the place where it is
      delivered;

            


    

    


    
      	
               
      

            	
              8.2.2.2

            	
              by
      personal delivery (including by courier), on the date of
      receipt;

            


    

    


    
      	
               
      

            	
              8.2.2.3

            	
              by
      registered mail, on the fifteenth (15th) day of the date indicated on the
      registered mail receipt;

            


    

    


    
      	
               
      

            	
              8.2.3

            	
              Binding
      Force

            


    

    


    This
Agreement shall be binding on all Parties.

    


    
      	
              8.3

            	
              Language

            


    

    


    This
Agreement shall be executed in five (5) originals in English, with each Party
holding one copy.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              8.4

            	
              Day
      and Business Day

            


    

    


    A
reference to a “day” herein is to a calendar day. A reference to a “business
day” herein is to any day from Monday to Friday in a week.

    


    
      	
              8.5 

            	
              Headings

            


    

    


    The
headings used in this Agreement are used for convenience only and not to be
considered in construing or interpreting this Agreement.

    


    
      	
              8.6

            	
              Pending
      Items

            


    

    


    Any
matter not specified in this Agreement shall be settled through friendly
consultation by the Parties and resolved in accordance with the laws of the
PRC.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (Signature
page to the Option Agreement)

    


    Party
A:

    


    AILIBAO
(FUJIAN) MARKETING MANAGEMENT CO.,LTD

    


    
      
        
          	
                  Authorized
      Representative:

                	
                  /s/ LAM Mei Ying

                	 
      


        

      

    

    


    Party
B:

    


    Ding
Baojian

    


    
      
        	
                Signature:

              	
                /s/ DING Baojian

              	 
      


      

    

    


    Ding
Baofu

    


    
      
        	
                Signature:

              	
                /s/ DING Baofu

              	 
      


      

    

    


    Ding
Changming

    


    
      
        	
                Signature:

              	
                /s/ DING Changming

              	 
      


      

    

    


    Party
C: 

    


    Fujian
Jinjiang Chendai Ailibao Shoes & Clothes Co., Ltd

    


    
      
        
          	
                  Authorized
      Representative:

                	
                  /s/ DING Baojian

                	 
      


        

      

    

     

    
      
         


      

      
        9