China SHESAYS Medical Cosmetology Inc.: Exhibit 10.5 - Filed by
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Exhibit 10.5

EQUITY PLEDGE AGREEMENT 

EQUITY PLEDGE AGREEMENT  

AMONG 

Yixiang Zhang, Ning Liu, Xingwang Pu, Wenhui Shao, Bing Fang


Chengdu BOAN Investment Management Co., Ltd 

And 

Sichuan SHESAYS Cosmetology Hospital Co., Ltd 

April 27, 2010 




EQUITY PLEDGE AGREEMENT 

EQUITY PLEDGE AGREEMENT 

This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is
entered into in the People's Republic of China (hereinafter, "PRC") as of April
27, 2010 by and among the following Parties: 

(1) Yixiang Zhang, P.R.C; 

(2) Ning Liu, P.R.C; 

(3) Xingwang Pu, P.R.C; 

(4) Wenhui Shao, P.R.C; 

(5) Bing Fang, P.R.C; 

(6) Chengdu BOAN Investment Management Co., Ltd (“BOAN”), a
company of limited liabilities incorporated under the laws of P. R. China, with
its legal address at New No.83, Xinnan Road, Chengdu, Sichuan Province, P.R.C;


(7) Sichuan SHESAYS Cosmetology Hospital Co., Ltd (“SHESAYS”),
a company of limited liabilities incorporated under the laws of P. R. China,
with its legal address at New No.83, Xinnan Road, Wuhou District, Chengdu,
Sichuan Province, P.R.C; and 

(8) Subsidiaries, if any, from time to time, of
SHESAYS("SHESAYS SUBSIDIARIES) 

(The above Parties hereinafter each referred to as a "PARTY"
individually, and collectively, the "PARTIES". Among them, Yixiang Zhang, Ning
Liu , Xingwang Pu, Wenhui Shao and Bing Fang hereinafter referred to as an
"INDIVIDUAL PLEDGOR" individually, and collectively, the "INDIVIDUAL PLEDGORS";
the Individual Pledgor and SHESAYS hereinafter referred to as a "PLEDGOR" individually, and collectively, the "PLEDGORS"; BOAN hereinafter referred to as a "PLEDGEE".) 









EQUITY PLEDGE AGREEMENT 


WHEREAS:  


(1) As of the date of this Agreement,Yixiang Zhang, Ning Liu , Xingwang Pu, Wenhui Shao and Bing Fang are the registered shareholders of SHESAYS, legally holding all equity interests of SHESAYS, of which Yixiang Zhang holding 45% interest, Ning Liu
holding 15%, Xingwang Pu holding 15%, Wenhui Shao holding 15% and Bing Fang holding 10%.  


(2) As SHESAYS is preparing to establish the cosmetology hospitals in various locations in China, SHESAYS shall hold all or part of the equity interests of   SHESAYS SUBSIDIARIES. 


(3) Pursuant to the Call Option Agreement dated as of April 27, 2010 among BOAN, the Pledgors and the Target Companies (as defined below) (hereinafter, the "CALL OPTION AGREEMENT"), the Pledgors shall transfer part or all of the equity interests of
the Target Companies to BOAN and/or any other entity or individual designated by BOAN at the request of the BOAN. 


(4) Pursuant to the Shareholders' Voting Right Proxy Agreement dated as of April 27, 2010 among BOAN, the Target Company and the Pledgors (hereinafter, the "PROXY AGREEMENT"), Pledgors have already irrevocably entrusted the personnel designated by
BOAN then with full power to exercise on their behalf all of their shareholders' voting rights in respect of the relevant Target Companies. 


(5) Pursuant to the Exclusive Service Agreement dated as of April 27, 2010 among BOAN, the Target Companies and the shareholders of SHESAYS (hereinafter, the "SERVICE AGREEMENT"), the Target Companies have already engaged BOAN exclusively to provide
them with relevant management and consultation and other services, for which the Target Companies will respectively pay BOAN services accordingly. 






EQUITY PLEDGE AGREEMENT 

(6) As security for performance by the Pledgors of the Contract
Obligations (as defined below) and repayment of the Guaranteed Liabilities (as
defined below), the Pledgors agree to pledge all of their equity interests in
the Target Company to the Pledgee and grant the Pledgee the right to request for
repayment in first priority and the Target Companies agree such equity pledge
arrangement. 

THEREFORE, the Parties hereby have reached the following
agreement upon mutual consultations: 

ARTICLE 1 DEFINITION 

1.1 Except as otherwise construed in the context, the following
terms in this Agreement shall be interpreted to have the following meanings:


"CONTRACT OBLIGATIONS" shall mean all contractual obligations
of a Pledgor under the Call Option Agreement and Proxy Agreement; all
contractual obligations of a Target Company under the Service Agreement, the
Call Option Agreement, the Proxy Agreement and all contractual obligations of a
Pledgor under this Agreement. 

"TARGET COMPANY" shall mean , to Yixiang Zhang, Ning Liu ,
Xingwang Pu, Wenhui Shao and Bing Fang, SHESAYS; and to SHESAYS, SHESAYS
SUBSIDIARIES. 

"GUARANTEED LIABILITIES" shall mean all direct, indirect and
consequential losses and losses of foreseeable profits suffered by Pledgee due
to any Breaching Event (as defined below) a Pledgor and/or a Target Company, and
all fees incurred by Pledgee for the enforcement of the Contractual Obligations
of a Pledgor and/or a Target Company. 

"TRANSACTION AGREEMENTS" shall mean the Exclusive Service
Agreement, Call Option Agreement and the Proxy Agreement in respect of a
Pledgor; the Exclusive Service Agreement, and Proxy Agreement in respect of a
Target Company. 




EQUITY PLEDGE AGREEMENT 

"BREACHING EVENT" shall mean any breach by either Pledgor of
its Contract Obligations under the Exclusive Service Agreement, the Proxy
Agreement, Call Option Agreement or this Agreement; any breach by a Target
Company of its Contract Obligations under the Exclusive Service Agreement, Call
Option Agreement and/or Proxy Agreement. 

"PLEDGED PROPERTY" shall mean (1) in respect of Yixiang Zhang,
Ning Liu , Xingwang Pu, Wenhui Shao and Bing Fang, all of the equity interests
in SHESAYS which are legally owned by them as of the effective date hereof and
is to be pledges by them to the Pledgee according to provisions hereof as the
security for the performance by them and SHESAYS of their Contractual
Obligations, and the increased capital contribution and equity interest
described in Articles 2.6 and 2.7 hereof; (2) in respect of SHESAYS, all of the
equity interest in the SHESAYS SUBSIDIARIES, from time to time, which is legally
owned by it as of the effective date hereof and any effective date of the
Acknowledgement Letter in the form provided in Appendix II to this Agreement and
is to be pledged to the Pledgee by it according to provisions hereof as the
security for the performance of the Contractual Obligations by it and SHESAYS
SUBSIDIARIES, from time to time,, and the increased capital contribution and
equity interest described in Articles 2.6 and 2.7 hereof. 

"PRC LAW" shall mean the then valid laws, administrative
regulations, administrative rules, local regulations, judicial interpretations
and other binding regulatory documents of the People's Republic of China. 

1.2 The references to any PRC Law herein shall be deemed: 

(1) to include the references to the amendments, changes,
supplements and reenactments of such law, irrespective of whether they take
effect before or after the formation of this Agreement; and 

(2) to include the references to other decisions, notices or
regulations enacted in accordance therewith or effective as a result thereof.





EQUITY PLEDGE AGREEMENT 

1.3 Except as otherwise stated in the context herein, all
references to an article, clause, item or paragraph shall refer to the relevant
part of this Agreement. 

ARTICLE 2 EQUITY PLEDGE 

2.1 Each Pledgor hereby agrees to pledge the Pledged Property,
which it legally owns and has the right to dispose of, to the Pledgee according
to the provisions hereof as the security for the performance of the Contract
Obligations and the repayment of the Guaranteed Liabilities. Each Target Company
hereby agrees that the Pledgors legally holding equity interest in it to pledge
the Pledged Property to the Pledgee according to the provisions hereof. 

2.2 Each Pledgor hereby undertakes that it will be responsible
for, recording the arrangement of the equity pledge hereunder (hereinafter, the
"EQUITY PLEDGE") on the shareholder register of each Target Company on the date
hereof, and will do its best endeavor to make registration with registration
authorities of industry and commerce of each Target Company. Each Target Company
respectively undertakes that it will do its best to cooperate with the Pledgors
to complete the registration with authorities of industry and commerce under
this Article. 

2.3 During the valid term of this Agreement, except for the
willful misconduct or gross negligence of the Pledgee which has direct cause and
effect relationship to the reduction in value of the Pledged Property, Pledgee
shall not be liable in any way to, nor shall Pledgors have any right to claim in
any way or propose any demands on the Pledgee, in respect of the said reduction
in value of the Pledged Property. 

2.4 To the extent not violating provision of Article 2.3 above,
in case of any possibility of obvious reduction in value of the Pledged Property
which is sufficient to jeopardize Pledgee's rights, Pledgee may at any time
auction or sell off the Pledged Property on behalf of Pledgors, and discuss with
the Pledgors to use the proceeds from such auction or sale-off as pre-repayment
of the Guaranteed Liabilities, or may submit such proceeds to the local notary
institution where the Pledgee are domiciled (any fees incurred in relation
thereto shall be borne by Pledgors). 




EQUITY PLEDGE AGREEMENT 

2.5 BOAN as a Pledgee shall be deemed to have created the
encumbrance of first order in priority on the Pledged Property, and in case of
any Breaching Event, Pledgee shall have the right to dispose the Pledged
Property in the way set out in Article 4 hereof. 

2.6 Only upon prior consent by the Pledgee shall the Pledgors
be able to increase their capital contribution to any or all of the Target
Companies. Further capital contribution made by Pledgor (s) in the Target
Company shall also be part of the Pledged Property. 

2.7 Only upon prior written consent by the Pledgee shall the
Pledgors be able to receive dividends or share profits from the Pledged
Property. The dividends or the profits received by the Pledgors from the Pledged
Property shall be deposited into the Pledgee's bank account designated by the
Pledgee respectively, to be under the supervision of the Pledgee and used as the
Pledged Property to repay in priority the Guaranteed Liabilities. 

2.8 Yixiang Zhang, Ning Liu , Xingwang Pu, Wenhui Shao and Bing
Fang agree to bear joint liabilities respectively to the Pledgee upon occurrence
of any Breaching Event on the part of SHESAYS and the Pledgee shall have the
right, upon occurrence of the Breaching Event, to dispose any Pledged Property
of any Pledgors in accordance with the provisions hereof. 

ARTICLE 3 RELEASE OF PLEDGE 

In respect of equity interest of any Target Company, upon full
and complete performance by relevant Pledgors of all of their Contractual
Obligations, the Pledgee shall, at the request of relevant Pledgors, release the
pledge created on such Target Company under this Agreement, and shall cooperate
with relevant Pledgors to go through the formalities to cancel the record of the
Equity Pledge in the shareholder register of the relevant Target Company, with
the reasonable fees incurred in connection with such release to be borne by the
Pledgee with the same proportion. 




EQUITY PLEDGE AGREEMENT 

ARTICLE 4 DISPOSAL OF THE PLEDGED PROPERTY 

4.1 The Pledgors, the Target Companies and the Pledgee hereby
agree that, in case of any Breaching Event, the Pledgee shall have the right to
exercise, upon giving written notice to the Pledgors, all of the remedial rights
and powers enjoyable by them under the PRC Law, including but not limited to
being repayment in priority with proceeds from auctions or sale-offs of the
Pledged Property. The Pledgee shall not be liable for any loss as the result of
their reasonable exercise of such rights and powers. 

4.2 Pledgee shall have the right to designate in writing its
legal counsel or other agents to exercise on their respective behalf any and all
rights and powers set out above, and neither Pledgors nor Target Companies shall
oppose thereto. 

4.3 The reasonable costs incurred by Pledgee in connection with
their exercise of any and all rights and powers set out above shall be borne by
Pledgors, and Pledgee shall have the right to deduct the costs actually incurred
from the proceeds that they acquire from the exercise of the rights and powers.


4.4 The proceeds that Pledgee acquires from the exercise of
their respective rights and powers shall be used in the priority order as
follows: 

First, to pay any cost incurred in connection with the disposal
of the Pledged Property and the exercise by Pledgee of their respective rights
and powers (including remuneration paid to their respective legal counsels and
agents); 

Second, to pay any taxes and levies payable for the disposal of
the Pledged Property; and 

Third, to repay Pledgee for the Guaranteed Liabilities. 

In case of any balance after payment of the above amounts,
Pledgee shall return the same to Pledgors or other persons entitled thereto
according to the relevant laws and rules or submit the same to the local notary
institution where Pledgee are domiciled (any fees incurred in relation thereto
shall be borne by Pledgors). 




EQUITY PLEDGE AGREEMENT 

4.5 The Pledgee shall have the option to exercise,
simultaneously or in certain sequence, any of the remedies at breaching that it
is entitled to in respect of the equity interest of any Target Company held by
any Pledgor; the Pledgee shall not be obliged to exercise other remedies at
breaching before their exercise of the right to the auctions or sale-offs of the
Pledged Property hereunder. The Pledgors or Target Companies shall not oppose to
whether the Pledgee exercises any part of the right to the pledge or the
sequence of exercising the pledged interest. 

ARTICLE 5 FEES AND COSTS 

All costs actually incurred in connection with the
establishment of the Equity Pledge hereunder, including but not limited to stamp
duties, any other taxes, all legal fees, etc shall be borne by Pledgee with the
same proportion. 

ARTICLE 6 CONTINUITY AND NO WAIVE 

The Equity Pledge hereunder is a continuous guarantee, with its
validity to continue until the full performance of the Contractual Obligations
or the full repayment of the Guaranteed Liabilities. Neither exemption or grace
period granted by Pledgee to Pledgors in respect of their breach, nor delay by
Pledgee in exercising any of its rights under this Agreement shall affect the
rights of Pledgee under this Agreement, relevant PRC Law, the rights of Pledgee
to demand at anytime thereafter the strict performance of this Agreement by
Pledgors or the rights Pledgee may be entitled to due to subsequent breach by
Pledgors of the obligations under this Agreement. 

ARTICLE 7 REPRESENTATIONS AND WARRANTIES BY PLEDGORS 

Each of Pledgors hereby, in respect of itself and Target
Company in which it holds equity interest, represents and warrants to Pledgee as
follows: 

7.1 Each Individual Pledgor is a PRC citizen with full capacity
of disposition and has obtained due authorization to execute, deliver and
perform this Agreement and can independently be a subject of actions; SHESAYS is
a limited liability corporation duly incorporated and validly existing under the PRC Law, has
full right and authorization to execute and deliver this Agreement and other
documents relating to the transaction as stipulated in this Agreement and to be
executed by them. It also has full right and authorization to complete the
transaction stipulated in this Agreement. 




EQUITY PLEDGE AGREEMENT 

7.2 Each Target Company is a limited liability corporation duly
incorporated and validly existing under the PRC Law, it has independent status
as a legal person; it has full and independent legal status and capacity to
execute, deliver and perform this Agreement and can independently be a subject
of actions. It has full right and authorization to execute and deliver this
Agreement and other documents relating to the transaction as stipulated in this
Agreement and to be executed by them. It also has full right and authorization
to complete the transaction stipulated in this Agreement. 

7.3 All reports, documents and information concerning Pledgors
and all matters as required by this Agreement which are provided by Pledgors to
Pledgee before this Agreement comes into effect are true, correct and effective
in all material aspects as of the execution hereof. 

7.4 At the time of the effectiveness of this Agreement,
Pledgors are the sole legal owner of the Pledged Property, with no existing
dispute whatever concerning the ownership of the Pledged Property. Pledgors have
the right to dispose of the Pledged Property or any part thereof. 

7.5 Except for the encumbrance set on the Pledged Property
hereunder and the rights set under the Transaction Agreements, there is no other
encumbrance or third party interest set on the Pledged Property. 

7.6 The Pledged Property is capable of being pledged or
transferred according to the laws, and Pledgors have the full right and power to
pledge the Pledged Property to Pledgee according to this Agreement. 

7.7 This Agreement constitutes the legal, valid and binding
obligations on Pledgors when it is duly executed by Pledgors. 




EQUITY PLEDGE AGREEMENT 

7.8 Any consent, permission, waive or authorization by any
third person, or any approval, permission or exemption by any government
authority, or any registration or filing formalities (if required by laws) with
any government authority to be handled or obtained in respect of the execution
and performance hereof and the Equity Pledge hereunder have already been handled
or obtained, and will be fully effective during the valid term of this
Agreement. 

7.9 The execution and performance by Pledgors of this Agreement
are not in violation of or conflict with any laws applicable to them, or any
agreement to which they are a party or which has binding effect on their assets,
any court judgment, any arbitration award, or any administration authority
decision. 

7.10 The pledge hereunder constitutes the encumbrance of first
order in priority on the Pledged Property. 

7.11 All taxes and fees payable in connection with acquisition
of the Pledged Property have already been paid in full amount by Pledgors. 

7.12 There is no pending or, to the knowledge of Pledgors,
threatened litigation, legal process or demand by any court or any arbitral
tribunal against Pledgors, or their property, or the Pledged Property, nor is
there any pending or, to the knowledge of Pledgors, threatened litigation, legal
process or demand by any government authority or any administration authority
against Pledgors, or their property, or the Pledged Property, which is of
material or detrimental effect on the economic status of Pledgors or their
capability to perform the obligations hereunder and the Guaranteed Liabilities.


7.13 Pledgors hereby warrant to Pledgee that the above
representations and warranties will remain true, correct and effective at any
time and under any circumstance before the Contractual Obligations are fully
performed or the Guaranteed Liabilities are fully repaid, and will be fully
complied with. 




EQUITY PLEDGE AGREEMENT 

ARTICLE 8 REPRESENTATIONS AND WARRANTIES BY TARGET COMPANY


Each Target Company hereby individually represents and warrants
to Pledgee as follows: 

8.1 Each Target Company is a limited liability corporation duly
incorporated and validly existing under the PRC Law, with full capacity of
disposition and has obtained due authorization to execute, deliver and perform
this Agreement and can independently be a subject of actions. 

8.2 All reports, documents and information concerning Pledged
Property and all matters as required by this Agreement which are provided by
Target Company to Pledgee before this Agreement comes into effect are true,
correct and effective in all material aspects as of the execution hereof. 

8.3 All reports, documents and information concerning Pledged
Property and all matters as required by this Agreement which are provided by
Target Company to Pledgee after this Agreement comes into effect are true,
correct and effective in all material aspects upon provision. 

8.4 This Agreement constitutes the legal, valid and binding
obligations on Target Company when it is duly executed by Target Company. 

8.5 It has full right and authorization to execute and deliver
this Agreement and other documents relating to the transaction as stipulated in
this Agreement and to be executed by them. It also has full right and
authorization to complete the transaction stipulated in this Agreement. 

8.6 There is no pending or, to the knowledge of Target Company,
threatened litigation, legal process or demand by any court or any arbitral
tribunal against Target Company, or their property (including but are not
limited to the Pledged Property), nor is there any pending or, to the knowledge
of Target Company, threatened litigation, legal process or demand by any
government authority or any administration authority against Target Company, or
their property (including but are not limited to the Pledged Property), which is
of material or detrimental effect on the economic status of Target Company or their capability to perform the obligations
hereunder and the Guaranteed Liabilities. 




EQUITY PLEDGE AGREEMENT 

8.7 Each Target Company hereby agree to bear joint
responsibilities to Pledgee in respect of the representations and Warranties
made by its relevant Pledgor according to Article 7.5, Article 7.6, Article 7.7,
Article 7.9 and Article 7.11 hereof. 

8.8 Target Company hereby warrant to Pledgee that the above
representations and warranties will remain true, correct and effective at any
time and under any circumstance before the Contractual Obligations are fully
performed or the Guaranteed Liabilities are fully repaid, and will be fully
complied with. 

ARTICLE 9 UNDERTAKINGS BY PLEDGORS 

Each of the Pledgors hereby individually undertakes to Pledgee
in respect of it and its Target Company of which it holds equity as follows:


9.1 Without the prior written consent by Pledgee, Pledgors
shall not establish or permit to establish any new pledge or any other
encumbrance on the Pledged Property. 

9.2 Without first giving written notice to Pledgee and having
Pledgee's prior written consent, Pledgors shall not transfer the Pledged
Property, and any attempt by Pledgors to transfer the Pledged Property shall be
null and void. The proceeds from transfer of the Pledged Property by Pledgors
shall be used to repay to Pledgee in advance the Guaranteed Liabilities or
submit the same to the third party agreed with Pledgee. 

9.3 In case of any litigation, arbitration or other demand
which may affect detrimentally the interest of Pledgors or Pledgee under the
Transaction Agreements and hereunder or the Pledged Property, Pledgors undertake
to notify Pledgee thereof in writing as soon as possible and promptly and shall
take, at the reasonable request of Pledgee, all necessary measures to ensure the
pledge interest of Pledgee in the Pledged Property. 




EQUITY PLEDGE AGREEMENT 

9.4 Pledgors shall not carry on or permit any act or action
which may affect detrimentally the interest of Pledgee under the Transaction
Agreements and hereunder or the Pledged Property. 

9.5 Pledgors guarantee that they shall, at the reasonable
request of Pledgee, take all necessary measures and execute all necessary
documents (including but not limited to supplementary agreement hereof) in
respect of ensuring the pledge interest of Pledgee in the Pledged Property and
the exercise and realization of the rights thereof. 

9.6 In case of assignment of any Pledged Property as the result
of the exercise of the right to the pledge hereunder, Pledgors guarantee that
they will take all necessary measures to realize such assignment. 

9.7 Yixiang Zhang, Ning Liu , Xingwang Pu, Wenhui Shao and Bing
Fang undertake individually to bear joint responsibilities with the other party
if the performance of the Article 9 thereof of the other Party refers to
SHESAYS; and SHESAYS undertake individually to bear joint responsibilities with
the other party if the performance of Article 9 thereof of the other party
refers to any Target Company which is one of SHESAYS SUBSIDIARIES. 

ARTICLE 10 UNDERTAKINGS BY TARGET COMPANY 

10.1 Any consent, permission, waive or authorization by any
third person, or any approval, permission or exemption by any government
authority, or any registration or filing formalities (if required by laws) with
any government authority to be handled or obtained in respect of the execution
and performance hereof and the Equity Pledge hereunder will be cooperated to
handle or obtain by Target Company to their best efforts and will be ensured to
remain full effective during the valid term of this Agreement. 

10.2 Without the prior written consent of Pledgee, Target
Company shall not cooperate to establish or permit to establish any new pledge
or any other encumbrance on the Pledged Property. 




EQUITY PLEDGE AGREEMENT 

10.3 Without having Pledgee's prior written consent, Target
Company shall not cooperate to transfer or permit to transfer the Pledged
Property. 

10.4 In case of any litigation, arbitration or other demand
which may affect detrimentally the interest of Target Company or Pledgee under
the Transaction Agreements and hereunder or the equity of Target Company as the
Pledged Property, Target Company undertake to notify Pledgee thereof in writing
promptly and shall take, at the reasonable request of Pledgee, all necessary
measures to ensure the pledge interest of Pledgee in the Pledged Property. 

10.5 Target Company shall not carry on or permit any act or
action which may affect detrimentally the interest of Pledgee under the
Transaction Agreements and hereunder or the Pledged Property. 

10.6 Target Company shall provide Pledgee with the financial
statement of the last calendar season within the first month of each calendar
season, including but not limited to the balance sheet, the income statement and
the statement of cash flow. 

10.7 Target Company guarantee that they shall, at the
reasonable request of Pledgee, take all necessary measures and execute all
necessary documents (including but not limited to supplementary agreement
hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged
Property and the exercise and realization of the rights thereof. 

10.8 In case of assignment of any Pledged Property as the
result of the exercise of the right to the pledge hereunder, Target Company
guarantee that they will take all necessary measures to realize such assignment.


ARTICLE 11 ENCUMBRANCE OF FIRST ORDER IN PRIORITY 

11.1 BOAN has the encumbrance of first order in priority on any
and all Pledged Property. Pursuant to the stipulations of the Transaction
Agreement, any Breaching Event under any Transaction Agreement shall result in
the occurrence of Breaching Event under other Transaction Agreement, BOAN shall
claim the pledged interest hereunder to Pledgor relevant to the Breaching Event, and be
repaid in priority in the proportion of their respective security amount from
the proceeds obtained according to the disposal of Pledged Property stipulated
in Article 4 hereof. 




EQUITY PLEDGE AGREEMENT 

ARTICLE 12 CHANGE OF CIRCUMSTANCES 

As supplement and subject to compliance with other terms of
the Transaction Agreements and this Agreement, in case that at any time the
promulgation or change of any PRC Law, regulations or rules, or change in
interpretation or application of such laws, regulations and rules, or the change
of the relevant registration procedures enables Pledgee to believe that it will
be illegal or in conflict with such laws, regulations or rules to further
maintain the effectiveness of this Agreement and/or dispose of the Pledged
Property in the way provided herein, Pledgors and Target Company shall, at the
written direction of Pledgee and in accordance with the reasonable request of
Pledgee, promptly take actions and/or execute any agreement or other document,
in order to: 

(1) keep this Agreement remain in effect; 

(2) facilitate the disposal of the Pledged Property in the way
provided herein; and/or 

(3) maintain or realize the intention or the guarantee
established hereunder. 

ARTICLE 13 EFFECTIVENESS AND TERM OF THIS AGREEMENT 

13.1 This Agreement shall become effective upon the
satisfaction of all of the following conditions in respect of any Target Company
and any Pledgor who holds the equity of the Target Company: 

(1) this Agreement is duly executed by Pledgors, the Target
Company and the Pledgors who pledge the equity of the Target Company; and 

(2) the Equity Pledge hereunder has been legally recorded in
the shareholders' register of the Target Company. 




EQUITY PLEDGE AGREEMENT 

Pledgors shall provide the registration certification of the
Equity Pledge being recorded in the shareholders' register as mentioned above to
Pledgee in a way satisfactory to Pledgee. 

13.2 This Agreement shall have its valid term until the full
performance of the Contractual Obligations or the full repayment of the
Guaranteed Liabilities. 

ARTICLE 14 NOTICE 

14.1 Any notice, request, demand and other correspondences made
as required by or in accordance with this Agreement shall be made in writing and
delivered to the relevant Party. 

14.2 The abovementioned notice or other correspondences shall
be deemed to have been delivered when it is transmitted if transmitted by
facsimile or telex; it shall be deemed to have been delivered when it is
delivered if delivered in person; it shall be deemed to have been delivered five
(5) days after posting the same if posted by mail. 

ARTICLE 15 MISCELLANEOUS 

15.1 Pledgee may, upon notice to Pledgors but not necessarily
with Pledgors' consent, assign Pledgee's rights and/or obligations hereunder to
any third party; provided that Pledgors may not, without Pledgee's prior written
consent, assign Pledgors' rights, obligations and/or liabilities hereunder to
any third party. Successors or permitted assignees (if any) of Pledgors shall
continue to perform the obligations of Pledgors under this Agreement. 

15.2 This Agreement shall be prepared in the Chinese language
in seven (7) original copies, with each involved Party holding one (1). 

15.3 The formation, validity, execution, amendment,
interpretation and termination of this Agreement shall be subject to the PRC
Law. 




EQUITY PLEDGE AGREEMENT

15.4 Any disputes arising hereunder and in connection herewith
shall be settled through consultations among the Parties, and if the Parties
cannot reach an agreement regarding such disputes within thirty (30) days of
their occurrence, such disputes shall be submitted to China International
Economic and Trade Arbitration Commission for arbitration in accordance with the
arbitration rules of such Commission, and the arbitration award shall be final
and binding on all Parties. 

15.5 Any rights, powers and remedies empowered to any Party by
any provisions herein shall not preclude any other rights, powers and remedies
enjoyed by such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party shall
not preclude its exercise of its other rights, powers and remedies by such
Party. 

15.6 Any failure or delay by a Party in exercising any of its
rights, powers and remedies hereunder or in accordance with laws (hereinafter,
the "PARTY'S RIGHTS") shall not lead to a waiver of such rights, and the waiver
of any single or partial exercise of the Party's Rights shall not preclude such
Party from exercising such rights in any other way and exercising the remaining
part of the Party's Rights. 

15.7 The titles of the Articles contained herein shall be for
reference only, and in no circumstances shall such titles be used in or affect
the interpretation of the provisions hereof. 

15.8 Each provision contained herein shall be severable and
independent from each of other provisions, and if at any time any one or more
articles herein become invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions herein shall not be affected as a
result thereof. 

15.9 This Agreement shall substitute any other documents on the
same subject executed by relevant Parties hereof once duly executed. 

15.10 Any amendments or supplements to this Agreement shall be
made in writing. Except for assignment by Pledgee of its rights hereunder
according to Article 15.1 of this Agreement, the amendments or supplements to
this Agreement shall take effect only when properly signed by the Parties to this Agreement.
Notwithstanding the preceding sentence, considering the rights and obligations
of Target Company and Pledgors are severable and independent, in case the
amendment or supplement is intended to have impact upon one Party of the Target
Company and part of the Pledgors who hold the equity interest, the amendment or
supplement requires the consent by the Target Company and the part of the
Pledgors only and it is not required to obtain the consent of other Target
Company and other Pledgors (to the extent the amendment or supplement does not
have impact upon such Pledgor). 




EQUITY PLEDGE AGREEMENT 

15.11 This Agreement shall be binding on the legal successors
of the Parties. 

15.12 At the time of execution hereof, each of Pledgors shall
sign respectively a power of attorney (as set out in Appendix I hereto,
hereinafter, the "POWER OF ATTORNEY") to authorize any person designated by BOAN
to sign on its behalf according to this Agreement any and all legal documents
necessary for the exercise by Pledgee of BOAN's rights hereunder. Such Power of
Attorney shall be delivered to BOAN to keep in custody and, when necessary, BOAN
may at any time submit the Power of Attorney to the relevant government
authority. 

15.13 Notwithstanding any provision to the contrary in this
Agreement, new companies except the Target Company and its shareholders can be
included as one party of this Agreement by executing the Acknowledgement Letter
in the form of Appendix II to this Agreement. The new companies shall enjoy the
same rights and obligations as other Target Companies; the shareholders of the
new companies shall enjoy the same rights and obligations as other Pledgors
hereunder. Considering that the rights and obligations of the Target Company and
relevant Pledgors under the Agreement are severable and independent, the
participation of the new target companies and their shareholders will not affect
the rights and obligations of the original Target Company and relevant Pledgors,
the participation of the new target companies only requires confirmation of BOAN
by signature. Each of the Target Company hereby irrevocably and unconditionally
agree the participation of the new companies and their shareholders and further
confirm that shareholders of any new target companies can pledge their equity of
the new target companies to BOAN according to the stipulation of this Agreement not necessarily
with consent of the original Target Company or their relevant Pledgors. 




EQUITY PLEDGE AGREEMENT 

[The remainder of this page is left blank] 

 

(EXECUTION PAGE) 

IN WITNESS HEREOF, the following Parties have caused this
Equity Pledge Agreement to be executed as of the date and in the place first
here abovementioned. 

Yixiang Zhang (Signature): 

Ning Liu (Signature): 

Xingwang Pu (Signature): 

Wenhui Shao (Signature): 

Bing Fang (Signature): 

 

Chengdu BOAN Investment Management Co., Ltd (Company Chop) 

Signed by: 

Name: 

Position: Authorized Representative 

 

Sichuan SHESAYS Cosmetology Hospital Co., Ltd (Company Chop)


Signed by: 

Name: 

Position: Authorized Representative







EQUITY PLEDGE AGREEMENT 

APPENDIX I 

FORMAT OF THE POWER OF ATTORNEY 

I/The company, ____[•]________, hereby entrusts
____[•]________, [with his/her identity card number _______[•]_____,] to be
my/the company's authorized trustee to sign on my/the company's behalf all legal
documents necessary or desirous for Chengdu BOAN Investment Management Co., Ltd
(the “BOAN”) to exercise their rights under the Equity Pledge Agreement between
them dated as of April 27, 2010, myself/our company and local cosmetology
hospital. 

Signature: [•] 

Date: [•] 




EQUITY PLEDGE AGREEMENT 

APPENDIX II 

ACKNOWLEDGEMENT LETTER 

[•] (identity card number: ______[•]______________)/[•] limited
liability company (registered address: _________[•]___________)(hereinafter,
"PARTICIPATED PLEDGOR") and [•] limited liability company (registered address:
_________[•]___________) (hereinafter, "PARTICIPATED TARGET COMPANY") hereby
agree to participate in Equity Pledge Agreement dated on April 27, 2010 between
Chengdu BOAN Investment Management Co., Ltd (hereinafter "BOAN"), and other
relevant parties (hereinafter, "EQUITY PLEDGE AGREEMENT") as an independent
contract party. Participated Pledgors and Participated Target Companies pledge
the equity of the Participated Target Companies which constitute [•]% of the
registered capital of the Participated Target Companies to BOAN as the date of
the Acknowledgement Letter to secure the following contractual obligations: 

This Acknowledgement Letter once executed by the Participated
Pledgors and Participated Target Company, Participated Pledgors and Participated
Target Companies shall make the same undertakings and warranties with those of
Pledgors and Target Companies under the Equity Pledge Agreement, agree to
perform the obligations of Pledgors and Target Company stipulated in the Equity
Pledge Agreement, and admit the rights and obligations of Parties under the
Equity Pledge Agreement. 

[Name of Participated Pledgors] 
(Company Chop) 

Signature by: [•] 

Name: [•] 

Position: Authorized Representative] 




EQUITY PLEDGE AGREEMENT 

[Name of Participated Target Company] 

(Company Chop) 

Signature by: [•] 

Name: [•] 

Position: Authorized Representative] 

Chengdu BOAN Investment Management Co., Ltd (Company Chop) 

Signature by: [•] 

Name: [•] 

Position: Authorized Representative]