Exhibit
        10.1

      
 

      


      


      MANAGEMENT
        SERVICE
        AGREEMENT


      


      between


      


      Allied
        Fine Development Limited


      


      and


      


      Best
        Paramount Industrial Limited

      


      


      10
        October 2008



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      THIS
        MANAGEMENT SERVICE AGREEMENT (the “Agreement”) is made on the 10 October
        2008

      


      BETWEEN

       

      
        	(1)	
                Allied
                  Fine Development Limited,
                  a
                  company set up and validly constituted under the laws of Hong Kong
                  Special
                  Administration Region, with registered office Room
                  1508 - 1509 Peninsula Square, 18 Sung On Street, HungHom,
                  Kowloon
                  (hereinafter referred to as “Company A”);
                  and

              


      

      


      
        	(2)	
                Best
                  Paramount Industrial Limited,
                  a
                  company set up and validly constituted under the laws of Hong Kong
                  Special
                  Administration Region, with registered office 2/F,
                  Emax, Hong Kong International Trade and Exhibition Centre, No.
                  1 Trademart
                  Drive, Kowloon Bay, Kowloon
                  (hereinafter referred to as “Company
                  B”).

              


      

      


      NOW
        IT IS
        HERERBY AGREED AS FOLLOWS:

       

      
        	1.	
                DEFINITIONS
                  AND INTERPRETATION

              


      

      


      In
        this
        Agreement, if the context so permits or requires and where not inapplicable,
        the
        following terms shall have the following meanings: -

      


      
        	1.1	
                This
                  “Agreement” shall include all terms, conditions and covenants stated
                  herein, including any subsequent agreement agreed upon by both
                  parties in
                  writing as stipulated in Clause 10.1
                  below.

              


      

      


      
        	1.2	
                “Scope
                  of Services” refer to the services provided by Company A to Company B as
                  defined in Clause 3 herebelow.

              


      

       

      
        	
                2.

              	
                WHEREAS:

              


      

      


      
        	
                2.1

              	
                Both
                  Company A and Company B consider that the cooperation of the two
                  companies
                  in technical, commercial, operations and other areas may result
                  in greater
                  management efficiency and increased profitability of their operations.
                  Company B is desirous of appointing Company A to provide the services
                  as
                  specified in Clause 3 of this
                  Agreement.

              


      

      


      
        	
                2.2

              	
                Company
                  B has agreed to remunerate Company A for the services rendered,
                  which will
                  be determined on the basis as specified in Clause 4 of this
                  Agreement.

              


      

       

      
        	
                3.

              	
                SCOPE
                  OF SERVICES

              


      

      


      
        	3.1	
                Company
                  A shall, if and for so long as Company B may require, provide but
                  not
                  limited to the following services for the benefit of Company B:
                  -

              


      

      


      
        	3.2	
                Services
                  include:

              


      

      
        	 	
                Ÿ

              	
                Marketing
                  and sales consultancy services

              


      

      
        	 	
                Ÿ

              	
                Retail
                  operation consultancy services

              


      

      
        	 	
                Ÿ

              	
                Inventory
                  management service

              


      

      
        	 	
                Ÿ

              	
                Other
                  service to be mutually agreed
                  upon

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	3.3	
                All
                  services as specified in Clause 3.2 will be performed by Company
                  A in the
                  Hong Kong Special Administration
                  Region.

              


      

      


      
        	3.4	
                Neither
                  party shall represent to any person that it is an agent or hold
                  itself out
                  as an agent of the other party.

              


      

       

      
        	
                4.

              	
                SERVICE
                  FEE AND DISCRETIONARY FEE

              


      

      


      
        	4.1	
                The
                  consideration for the services rendered specifically for the benefit
                  of
                  Company B by Company A pursuant to this Agreement shall be calculated
                  on
                  the basis of the actual costs incurred plus a mark up of 5%. Actual
                  costs
                  include payroll and related costs.

              


      

       

      
        	4.2	
                Company
                  A shall charge the service fee to Company B on a monthly basis,
                  which all
                  amounts billed under this Agreement shall be denominated in Hong
                  Kong
                  Dollars.

              


      

      


      
        	4.3	
                The
                  monthly billing shall be evidenced by a credit memorandum with
                  an
                  explanation of the calculation made to obtain the amount stated
                  therein
                  and the bill shall be payable upon demand within the succeeding
                  30
                  days.

              


      

       

      
        	4.4	
                In
                  addition, Company A has the discretion to charge Company B a
                  “discretionary fee” depending on ad hoc services provided or on
                  circumstances where applicable. The discretionary fee billed under
                  this
                  Agreement shall be denominated in Hong Kong Dollars. This fee may
                  or may
                  not be billed on monthly basis depending on each circumstance.
                  The bill
                  shall be payable upon demand within the succeeding 30
                  days.

              


      

       

      
        	5.	
                COVENANTS
                  AND WARRANTY

              


      

      


      
        	5.1	
                Covenants
                  and warranty of Company A:

              


      

      


      
        	 	
                (1)

              	
                provide
                  the services as required by Company B on a timely
                  basis;

              


      

      


      
        	
              	(2)	
                abide
                  by all pertinent law, rules and
                  regulations.

              


      

      


      
        	5.2	
                Covenants
                  and warranty of Company B:

              


      

      


      provide
        instructions to Company A as from time to time and help coordinating with
        other
        parties should it be necessary.

       

      
        	6.	
                REPRESENTATIONS
                  AND DECLARATIONS

              


      

      


      
        	6.1	
                Each
                  of Company A and Company B hereby represents and declares to each
                  other
                  that:

              


      

      


      
        	 	
                (1)
                  

              	
                each
                  has been properly registered under the pertinent law where it
                  resides;

              


      

      


      
        	 	
                (2)

              	
                each
                  has the full authority and power to enter into this Agreement and
                  to incur
                  obligations and liabilities mentioned or referred to in this
                  Agreement;

              


      

      


      
        	 	
                (3)

              	
                the
                  legal representative has been authorized to sign this Agreement;
                  and

              


      

      


      
        	 	
                (4)

              	
                this
                  Agreement is binding to each party.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	7.	
                TERMINATION

              


      

      


      
        	7.1	
                This
                  Agreement shall become effective on and from the date of its execution
                  by
                  both parties, and may be terminated, without prejudice to previously
                  arisen right obligations:

              


      

      


      
        	 	
                (1)

              	
                by
                  either party giving the other party notice in writing in the event
                  of a
                  material breach of this Agreement by such other party, or [60]
                  days’
                  written notice in the absence of any such event;
                  or

              


      

      


      
        	 	
                (2)

              	
                by
                  mutual agreement.

              


      

       

      
        	8.	
                GOVERNING
                  LAW

              


      

      


      This
        contract shall be governed by the Laws of Hong Kong Special Administrative
        Region.

       

      
        	9.	
                CONFIDENTIALITY

              


      

      


      
        	9.1	
                Each
                  Company A and Company B will at all time during the terms of this
                  Agreement receive each other’s private information. Each Company A and
                  Company B should at all times:

              


      

       

      
        	 	
                (3)

              	
                notwithstanding
                  the termination of this Agreement, preserve the confidentiality
                  of each
                  other’s business. 

              


      

      


      
        	 	
                (4)

              	
                not
                  disclose each other’s information to any party EXCEPT THAT the Company’s
                  director, senior management or other staff demand such information
                  to
                  perform services stated in Clause
                  3.2.

              


      

       

      
        	10.	
                MISCELLANY

              


      

      


      
        	10.1	
                This
                  Agreement can at any time be amended or varied at any time by any
                  subsequent mutual agreement of both parties PROVIDED THAT none
                  of the
                  amendments or variations, as the case may be, shall be valid unless
                  the
                  same is signed by both of Company A and Company
                  B.

              


      

      


      
        	10.2	
                If
                  any of the provisions of this Agreement shall be invalid, such
                  invalidity
                  shall not affect the other provisions of this Agreement which shall
                  then
                  remain valid and in force. The parties shall jointly exercise their
                  best
                  efforts in order to replace such invalid provisions with valid
                  and
                  enforceable provisions, which shall correspond as much as possible
                  with
                  the original provisions of this
                  Agreement.

              


      

      


      
        	10.3	
                It
                  is hereby expressly agreed and declared that this Agreement sets
                  out the
                  full bargain between the parties hereto and that all and any warranties
                  and/or representations whether expressed or implied and whether
                  made
                  verbally or in writing by either party hereto to the other prior
                  to the
                  date of this Agreement are hereby expressly waived and superseded.
                  

              


      

      


      
        	10.4	
                Company
                  A will not assign, transfer this Agreement or in charge in any
                  manner the
                  benefits thereunder nor will attempt to do so and further will
                  not make an
                  offer to any person for the assignment or transfer of this Agreement
                  nor
                  will attempt to do so unless the prior written approval of Company
                  B has
                  first been obtained. Company B shall be entitled at any time to
                  assign
                  this Agreement in all respects to any person if such person is
                  within a
                  group of companies. The assignee of shall be treated for all purposes
                  and
                  intents as if such assignee were the original contracting party
                  of this
                  Agreement.

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      This
        Agreement shall be signed in duplicate and each of which shall be deemed
        to be
        an original.

       

      IN
        WITNESS WHEREOF
        the
        parties hereto have caused this Agreement to be executed the day and year
        above
        first written.

      


       

      SIGNED
        by                                                         
       )

      for
        and
        on behalf of Allied Fine Development Limited)

      in
        the
        presence
        of:-                                          
)

      


       

      


      


      SIGNED
        by                                                         
       )

      for
        and
        on behalf of the Best Paramount Industrial Limited)

      in
        the
        presence
        of:-                                          
)