KBS International Holdings Inc.: Exhibit 10.23 - Filed by newsfilecorp.com






Exhibit 10.23

Trademark Transfer Agreement 

This Agreement is signed by the following parties on October 4,
2009 in Shishi City: 

	(1) 	
      Transferor: Hongri (Fujian) Sporting Goods Co., Ltd., a
      limited liability company established and legally existing under the law
      of People’s Republic of China (“PRC”, for the purpose of this Agreement,
      it shall not include Hong Kong and Macau Special Administrative Region).
      The registration number on its business license for enterprise legal
      person is 350581100018922, and its domicil is Xinfengge Building, Baogai
      County, Shishi City, Fujian Province.

	 	 
	(2) 	
      Transferee: France Cock (China) Co., Ltd, a limited
      liability company established and legally existing under the law of Hong
      Kong Administrative Region of the PRC. The number of its incorporation
      certificate is 3603406100009083, and its domicile is FLAT C 23/F LUCKY
      PLAZA 315-321 LOCKHART ROAD WANCHAI HK.



Whereas, 

	(1) 	
      The trademark which the Transferor proposes to transfer
      to the transferee was obtained from Mr. Qinghua Ye, and the Transferor
      obtained the ownership of this trademark on July 9, 2009 (see the transfer
      certificate as Appendix I);

	 	 
	(2) 	
      Mr. Qinghua Ye once obtained the Trademark Registration
      Certificate (No. 4342760) from the State Administration for Industry and
      Commerce (“SAIC”) on August 7 2008; and

	 	 
	(3) 	
      The Transferor proposes to transfer the trademark to the
      Transferee, and The Transferee proposes to accept the
  trademark.



Upon consultation, the Transferor and the Transferee hereby
agree to enter into this Agreement regarding the transfer of the trademark “KBS”
registered in the PRC and legally owned by the Transferor. 

	1. 	Transfer of the Trademark 
	 	 
	1.1 	
      The Transferor owns the trademark “KBS” legally
      registered in the PRC (“Trademark”). The registration type, registration
      region and trademark pattern of the Trademark shall be subject to the
      Trademark Registration Certificate (No. 432760) issued by the SAIC (see
      the Attachment II);

	 	 
	1.2 	
      The Transferor agrees to transfer all its rights and
      interests of the Trademark to the Transferee with RMB 100,000 (“Transfer
      Price”), and the Transferee agrees to accept the Trademark with this
      Transfer Price (“Transfer of Trademark”);












	
1.3 		
The Transfer of Trademark hereunder refers to the transfer of exclusive use right of the Trademark.

	
	 	 
	
1.4 		
After the Transferee pay the Transfer Price to the Transferor according to Article 2.1 hereunder, the Transferor and the Transferee shall start going through the relevant formalities regarding the Transfer of Trademark, including
without limitation to submitting application to the trademark administrative authorities, filing this Agreement, making public announcement, and complete formalities for trademark transfer.

	
	 	 
	
2. 		
Payment of Transfer Price and other Expenses

	
	 	 
	
2.1 		
The Transferee shall pay the Transfer Price to the bank account designated by the Transferor within thirty (30) days upon effectiveness of this Agreement.

	
	 	 
	
2.2 		
To the extent permitted by law, all the expenses incurred from going through formalities for trademark transfer shall be borne by the Transferee.

	
	 	 
	
3. 		
Transferor’s Representations and Warranties

	
	 	 
	
3.1 		
The Transferor warrants that the Trademark is a legally registered in the PRC and there is no exclusive use right of the Trademark owned by any other third party.

	
	 	 
	
3.2 		
The Transferor warrants that it owns the exclusive use right of the Trademark and has the right to transfer the Trademark; before entering into this Agreement, it has not executed any other non-exclusive or exclusive trademark
licensing agreement with any third party; and there is no pledge, levy or any other encumbrances on the Trademark;

	
	 	 
	
3.3 		
The Transferor warrants that it has capacity to execute this Agreement and has obtained all the necessary authorization;

	
	 	 
	
3.4 		
The Transferor warrants that, during the effective period of the registered trademark, without the Transferor’s consent, it will not manufacture goods with the same or similar trademark in the region where the Trademark has
been effectively registered, nor engage in any activities which compete with the manufacturing and sales of this goods;

	
	 	 
	
3.5 		
Upon this Agreement becomes effective, the Transferor should cooperate with the Transferee to go through the registration formalities for Transfer of Trademark.

	
	 	 
	
4. 		
Transferee’s Representations and Warranties

	









	4.1 	
      The Transferee warrants that it has capacity to execute
      this Agreement and has obtained all the necessary authorization;

	 	 
	4.2 	
      The Transferee warrants that the quality of the goods
      with this Trademark shall not be lower than that of the Transferor’s goods
      with this Trademark before;

	 	 
	4.3 	
      The Transferee warrants that it will pay the Transfer
      Price to the Transferor according to the terms hereunder.

	 	 
	5. 	
      Confidentiality

	 	 
	5.1 	
      Confidential information means any information or data
      material in connection with operation, technique, design, proposal,
      product information, technological information, design right, business
      secret, software, market opportunity, client and other business issues
      with seals, marks or written notices indicating “Confidential”,
      “Proprietary”, or “Secret” on such information and materials provided by
      one party (the “Provider”) or its agent to the other Party (the “Recipient
      ”) or its agent, and confirmed at the time when provide such information
      and materials as confidential, and the information or data material orally
      provided by the Provider to the Recipient or respective agents with a
      written notice to identify such information and material as “Confidential”
      within 30 days upon the provision.(the “Confidential
  Information”)

	 	 
	5.2 	
      Recipient Commitment




	 	(1) 	
      The Recipient will solely use the Confidential
      Information for the purpose of performing this Agreement, and will not use
      that for other purpose, particularly not for the commercial purpose,
      unless for the purpose of this Agreement, or otherwise specified in this
      Agreement in writing by the Parties.

	 	 	 
	 	(2) 	
      Unless the Provider issue written consent in advance,
      otherwise the Recipient can not disclose such Confidential Information to
      any third party.

	 	 	 
	 	(3) 	
      The Recipient shall carry out the measure to protect the
      Confidential Information as the same as protecting its own confidential
      information, and under any situation, the protection shall no lower than
      this standard or a standard to the extent that a discretionary and
      reasonable entity will carry out.

	 	 	 
	 	(4) 	
      Such Confidential Information can only be disclosed to
      the Recipient employees or the consultants or counsels who need to know
      such Confidential Information and such individuals who can access to this
      Confidential Information shall keep the
Confidentiality.








	5.3 	
      The Article 5 under this Agreement shall immediately take
      effective upon this Agreement is entered into and made, and continually
      valid upon the modification, release and termination of this
    Agreement.

	 	 
	5.4 	
      Recipient can disclose the following Confidential
      Information in reliance on detail situation.




	 	(1) 	
      Disclosed as required by laws and any regulations and any
      recognized and permitted securities exchange to the extent that so
      required.

	 	 	 
	 	(2) 	
      For the purpose of performing this Agreement, disclosed
      to the employees and consultants or counsels who need to know such
      Confidential Information and such individuals who can access to this
      Confidential Information shall keep the Confidentiality.

	 	 	 
	 	(3) 	
      Disclosed after such Confidential Information has already
      entered into public domain, which is not as a result of breaching the
      Article 5 under this Agreement.

	 	 	 
	 	(4) 	
      Disclosed by the third party who provides such
      Confidential Information to Recipient, which is not as a result of
      breaching the Article 5 under this Agreement.

	 	 	 
	 	(5) 	
      Obtained such Confidential Information by the Recipient
      in business prior to the Article by the Provider.

	 	 	 
	 	(6) 	
      Obtained by the Recipient individually via other
      manner.

	 	 	 
	 	(7) 	
      Other than the violation of this Agreement by Recipient,
      the Confidential Information known by the public by other reasons or
      disclosed with advance written consent from
Provider.




	6. 	
      Liability for Default



If either party breaches this Agreement and causes loss to the
non-defaulting party, such default party shall burden the liability for
indemnification to non-defaulting party. 

	7. 	
      Applicable Law and Dispute Resolution

	 	 
	7.1 	
      The establishment, effectiveness, interpretation,
      performance, modification, termination and dispute resolution is governed
      by the PRC law.








	7.2 	
      Any dispute arising from the performance of this
      Agreement or in connection with this Agreement, shall be resolved via
      friendly negotiation; if no resolution is reached upon the negotiation,
      such dispute shall be submit to the Beijing China International Economy
      and Trade Arbitration Commission for arbitration in accordance with
      related rules thereof. The award of the arbitration will be the final
      resolution to this dispute and is binding on the Parties.

	 	 
	8. 	
      Miscellaneous

	 	 
	8.1 	
      This Agreement will take effect upon the execution by
      authorized representatives from both parties.

	 	 
	8.2 	
      After this Agreement becomes effective, the modification,
      termination and cancellation of this Agreement shall be made by both
      Parties in written form.

	 	 
	8.3 	
      This Agreement is executed in two (2) counterparts with
      each party holding one (1) counterpart. Each counterpart of this Agreement
      has the same legal effect.



(Signature Page of the Trademark Transfer Agreement) 

	Transferor: Hongri (Fujian) Sporting Goods 	Transferee: France Cock (China) 
	Co., 	  
	Co., Ltd. 	Ltd. 
	Signed by Bizhen Chen 	Signed by Keyan Yan 
	Affixed with the corporate seal of 	Affixed with the corporate seal of 
	Hongri (Fujian) Sporting Goods, Co., Ltd. 	France Cock (China) Limited







Appendix I: Trademark Transfer Evidence Document 


	 The Progress of Research  
	Registration 	4342760 	         Category No.
	             
                       25 
	No./Application No. 	  	  	  
	The status of trademark 	Date 
	Pending for approval 	November 2, 2004 
	Preliminary approval (1118) 	May 6, 2008 
	Already been registered (1130) 	August 7, 2008 
	Pending for the approval of the renewal of the
      trademark registration certificate 	October 29, 2008 
	The completion of the renewal of the
      trademark registration certificate 	July 9, 2009 
	Pending for the approval of the trademark transfer
	October 21, 2008 
	The completion of transfer 	June 22, 2009 
	Pending for the approval of the trademark transfer
	December 21, 2009 
	Pending for the approval of the
      trademark transfer 	February 01, 2010 
	The completion of transfer 	October 20, 2010 
	Pending for the approval of the
      renewal of the trademark registration certificate 	January 30, 2011 
	The completion of the renewal of the trademark
      registration certificate 	March 30, 2011 
	Pending for the approval of license
      contract record. 	January 30, 2011 
	The table is just for your reference, and there is no
      legal force on the table. 
	The date of Pending for approval is
      the application date, and the completion date is the issuance date of
      certificate. 







Appendix II: The copy of Trademark Registration Certificate
with No. 4342760 issued by the Trademark Bureau of State Administration Bureau
for Industry and Commerce. 


	                 
                         
                         
                         
                         
                         
                         
                         
                         
                     No. 4342760 
	Trademark Registration Certificate 
	 
    
	 
	 
	 
    
	KBS 
	 
    
	 
	 
	 
    
	Approved use commodities (Class. 25) 
	 
	Clothing: water proof clothes, swimming suits, baby layettes,
      gym shoes, shoes, hats, socks, ties and wedding dresses (so far). 
	 
    
	 
    
	Register: Hongri (Fujian) Sporting Goods Co., Ltd.

	 
	Registered Address: Xinfengge Building, Yupu Industry
      Zoon, Baogai Town, Shishi City, Fujian. 
	 
	Registered Valid Term: From August 7, 2008 to August 6,
      2018. 
	 
	Issued by the Director, Jianchang Li