KBS International Holdings Inc.: Exhibit 10.24 - Filed by newsfilecorp.com






Exhibit 10.24

Property Use Contract 

This Contract is executed at Shishi,
Fujian Province, dated 1st February 2010. 

Owner (Party A): Shishi Lingxiu Hongri
Knitting Clothes Factory 

User (Party B): Hongri (Fujian)
Sporting Goods Ltd. Co., 

WHEREAS: 

Party A and Party B have entered into a new Property
UseContract (the “Contract”) as of 1st February, 2010, and the
Parties agree to terminate the Property Lease Contract executed as of 21st
December, 2005 in advance, and it was so terminated as of 1st
January, 2009. Party B pays the Rent (the “Rent”) as much as
RMB21,815,461.65.

WHEREAS abovementioned fact, according to the Contract Law
of the PRC and related regulations, Party A and Party B enter into this
Contract with respect to the Property upon negotiation on a fair and voluntary
basis, for the purpose of identifying the rights and obligations of respective
Party.

	 	1. 	
      Party A ensure that the authorization to Party B for
      using this Contract complies with laws and regulation of the PRC, and the
      purpose of Party B for using this Property.

	 	 	 	 
	 	2. 	
      Location, Space, Decoration and Facilities

	 	 	 	 
	 		(1) 	
      This Property is located at No. 51 First Area of Yu Pu
      Community, Xinfengge Building, Yu Pu Industrial District, South Shiquaner
      Road Shishi City, Fujian,

	 	 	 	 
	 		(2) 	
      The space of the Property referred in the above Provision
      2.(1) are 533.39 square meters on the fifth floor of Xinfengge Builiding A
      (Shi Fang Quan Zheng Bao Gai Zi NO. 00276), 2376.24 square meters on the
      sixth floor of Building B (Shi Fang Quan Zheng Bao Gai Zi NO. 00277) and
      661.39 square meters on the fifth floor of Building C (Shi Fang Quan Zheng
      Bao Gai Zi NO. 00278), totally 3382.02 square meters.

	 	 	 	 
	 	3. 	
      Party A also provide the corresponding Land Use Right
      Certificate and Property Certificate (or other effective certificates) in
      connection with the foregoing Property and Business License. Upon the
      verification of these certificate, Party B can copy these certificates as
      record, and these copy can be used for the purposed of this
    Contract.

	 	 	 	 
	 	4. 	
      Term and Usage

	 	 	 	 
	 		(1) 	
      Party A promises that, during the term that Party A
      legally owned this Property, Party B exclusively enjoy the use right of
      this Property, which will defense the adverse consequence arising from the
      failure of the (4) under this section by Party A. The term of this
      Contract (the “term”) is from 1st January, 2009 to the earlier
      of termination specified under Provision 8 or 22nd April,
      2052.

	 	 	 	 
	 		(2) 	
      Party B makes a commitment to Party A that the usage of
      this Property is for commerce.

	 	 	 	 
	 		(3) 	
      Without the consent from Party A, Party B shall not
      authorize the third party to use this Property under this
  Contract.

	 	 	 	 
	 		(4) 	
      Party A irrevocably makes a commitment that within the
      Term, Party A will not dispose this Property in any manner, including
      transfer, lease and mortgage, or grant any third party’s right, or
      undertake any act which as a result that Party B can not use this Property
      under a common condition








	 		(5) 	
      Within 9 months upon the execution of this Contract,
      Party A will deposit the Property Ownership Certificate, State-owned Land
      Use Right Certificate and Contract Tax-clearance Certificate to the third
      party the Parties agreed. Under the entrust contract with such third
      party, it will specify that without written consent from both Party A and
      Party B, this third party shall not deliver the deposited certificates to
      any party. And such entrust contract will be an appendix of this Contract
      as an inseparable part thereof.

	 	 	 	 	 
	 	5. 	
      Rent and Payment

	 	 	 	 	 
	 		(1) 	
      The Rent for this Property is RMB21,815,461.65

	 	 	 	 	 
	 		(2) 	
      Payment: Party A will send a receipt to Party B upon the
      receipt of this Rent.

	 	 	 	 	 
	 	6. 	
      Expense and Tax Arising Within the Term

	 	 	 	 	 
	 		(1) 	
      Party A shall burden the following expenses and
    taxes:

	 	 	 	 	 
	 			(i) 	
      Expenses imposed by the authorities in connection with
      this Property, however which have not specified in this
Contract.

	 	 	 	 	 
	 			(ii) 	
      Taxes levied due to the authorization by Party A to Party
      B to use this Property as specified under Provision 2.

	 	 	 	 	 
	 		(2) 	
      Party B shall burden the expenses and taxes as
      following:

	 	 	 	 	 
	 			(i) 	
      Taxes levied which shall be paid by Party B in connection
      with the use of this Property as specified under the Provision
2.

	 	 	 	 	 
	 			(ii) 	
      Party B shall promptly pay the expense which be borne by
      Party B itself.

	 	 	 	 	 
	 			(iii) 	
      Party A shall not increase the expense to Party B, at its
      own discretion.

	 	 	 	 	 
	 	7. 	
      Renovation and Use of Property

	 	 	 	 	 
	 		(1) 	
      Within the Term Party A shall ensure the safety of this
      Property. Party A will take charge of the maintenance of the Property and
      the facilities thereof, except that the Parties otherwise specify in this
      Contract or in supplementary provisions (exclusive of the improper use by
      Party B).

	 	 	 	 	 
	 			
      If Party A proposes for repair, it shall issue a written
      notice to Party B 30 days prior to such repair, while Party B shall
      provide the best assistance.

	 	 	 	 	 
	 			
      If Party B requests Party A to conduct repair, Party A
      shall promptly provide the repair service within 30 days upon the issuance
      of the request.

	 	 	 	 	 
	 			
      Party A does not have the obligation to repair the
      decoration of Party B.

	 	 	 	 	 
	 		(2) 	
      Party shall reasonably use the Property and the related
      facilities. If any destruction arising from the improper use of the
      Property and the related facilities, Party B shall be responsible for
      repair and compensation.

	 	 	 	 	 
	 			
      If Party B intend to change the internal structure,
      decoration or appliance of the Property, or device, design scale, scope,
      technique, material and other scheme, it can execute the construction upon
      deriving the written consent from Party A in advance. Upon the expiration
      of this Contract, or this Contract terminated or released due to Party B’s
      responsibility, unless otherwise specified by the Parties, Party A is
      eligible to choose one of the following rights:



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	 	 	 	(i) 	The decoration of this Property acquired by Party A free of charge.
    or
	 		
       

	 	 	 	
      (ii)
	Party A requests Party B to recover this Property. 
			
       

	  			
      (iii) 
	Party A requests Party B to pay the expense realized from the recovery
      of the Property by Party A.
	 	 	 	 	  
	 	8. 	
      The Modification, Release and Termination of this
      Contract

	 	 	 	 	 
	 		(1) 	
      With written consents from the Parties, the Parties may
      modify this Contract upon the negotiation between the Parties. If any
      Party issue a written notice to the other Party 3 months in advance to
      terminate this Contract, this Contract will be automatically terminated
      after 3 months upon the issuance of the notice. If the notice for
      termination of this Contract issued less than 3 months, this Contract will
      be terminated only if the Party who intends to termination derived written
      consent from the other Party.

	 	 	 	 	 
	 			
      When this Contract is terminated, the parties shall
      otherwise negotiate the matter regarding the refund and the return of the
      Property, Prior to the refund of the remaining Rent by Party A to Party B,
      the Parties shall not release the escrow by the third party.

	 	 	 	 	 
	 		(2) 	
      Party B can claim to release this Contract and the
      compensation for the expense arising from this situation, in the event of
      the following:

	 	 	 	 	 
	 			(i) 	
      Party A fails to provide the Property in agreed term or
      the Property provided fail to satisfy the condition Party B required,
      under both of the above situation which will adversely affect the use by
      Party B.

	 	 	 	 	 
	 			(ii) 	
      Part A fails to perform the maintenance or repair
      obligation, which will adversely affect the use by Party B.

	 	 	 	 	 
	 			(iii) 	
      Party B fails to achieve the purpose under this Contract
      due to Party A’s fault.

	 	 	 	 	 
	 		(3) 	
      During the Term, Party A is eligible to withdraw this
      property and release this Contract if Party B has following act:

	 	 	 	 	 
	 			(i) 	
      Without the consent from Party A, Party B rebuilds or
      renovates the major structure of this Property.

	 	 	 	 	 
	 			(ii) 	
      Party B impairs or destroys this Property, and fails to
      repair it within reasonable term as requested by Party A.

	 	 	 	 	 
	 			(iii) 	
      Without written consent from Party A, Party B changes the
      usage of this Property as agreed by the Parties.

	 	 	 	 	 
	 			(iv) 	
      Party B stores dangerous material or undertakes illegal
      activities.

	 	 	 	 	 
	 			(v) 	
      Party B fails to pay the expense on due which should be
      paid by itself, and this failure causes severe loss of Party A.

	 	 	 	 	 
	 		(4) 	
      If this Contract can not be performed due to Force
      Majeure, the Parties can request to terminate this Contract. If the
      Contract can not be fully performed due to Force Majeure, the part which
      has obstacle to be performed may not be further performed. At that time
      the Parties shall negotiate the matter in connection with the refund and
      return of the Property.

	 	 	 	 	 
	 	9. 	
      Delivery of the Property and the Inspection for
    Return



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	 		(1) 	
      Party A ensures that the Property and the affiliated
      facilities and device are all in the good manner

	 	 	 	 	 
	 		(2) 	
      The Parties shall both participate the inspection of the
      Property, and if any Party has dissent with respect of the decoration,
      appliance and other physical facilities and devices, such dissent shall be
      proposed on site. If the dissent is hard to inspect on site, Party B shall
      notify such dissent in relation to the facilities and appliance and device
      (the “Problematic Facilities”) of this using Property to Party A within 30
      days after the delivery of this Property under this Contract. Party A
      shall take measure to correct the Problematic Facilities to the normal
      status within 30 days upon the receipt of notice issued Party B. Party B
      is entitled to change or replace the Problematic Facilities at its own
      discretion, if such Problematic Facilities fail to be recovered within 30
      days upon the issuance of the notice to Party A, and the related expense
      and cost derived from the change and replace of the Problematic Facilities
      shall be borne by Party A. If the Problematic Facilities adversely affect
      the purpose of Party B under this Contract, Party B can also terminate
      this Contract. And claim for compensation from Party A to make up the loss
      burdened.

	 	 	 	 	 
	 		(3) 	
      Upon the expiration of this Contract, Party B shall
      return this Property and affiliated facilities and devices to Party
    A.

	 	 	 	 	 
	 		(4) 	
      Party B shall keep the Property and affiliated facilities
      and device thereof in a good condition, and not leave any material or
      object which will affect the use of this Property. As to any material and
      object Party B left without the consent from Party A, Party A is eligible
      to dispose these material and object at its own discretion.

	 	 	 	 	 
	 	10. 	
      Default Liability of Party A

	 	 	 	 	 
	 		(1) 	
      If Party A release the Contract due to failure to provide
      the Property agreed by the Parties, besides the pro rata refund of the
      Rent pursuant to the remaining term, Party A shall pay Party B 0.5% of the
      total Rent as penal sum, and compensate the Party B the expense and loss
      beyond the penal sum.

	 	 	 	 	 
	 		(2) 	
      If Party A fail to perform the maintenance, or if Party B
      conduct the maintenance when an emergency arose, Party A shall pay the
      expense and loss to Party B, however Party B shall provide valid
      evidence.

	 	 	 	 	 
	 		(3) 	
      If Party A breach this Contract and withdraw this
      Contract in advance, besides the pro rata refund of the Rent pursuant to
      the remaining term, Party A shall pay Party B 0.5% of the total Rent as
      penal sum, and compensate the Party B the expense and loss beyond the
      penal sum.

	 	 	 	 	 
	 	11. 	
      Default Liability of Party B

	 	 	 	 	 
	 		(1) 	
      Within the Term, if Party B has the following act, Party
      A has the right to terminate this Contract, and withdraw the Property,
      while Party B shall pay a penal sum equal to 0.1% of the total Rent. After
      deducting the penal sum accordingly, Party A will refund the pro rata Rent
      pursuant to the remaining term. If the penal sum can not cover the loss
      suffered by Party A, Party B shall continually compensate Party A until
      the loss of Party A totally covered.

	 	 	 	 	 
	 			(i) 	
      Without written consent from Party A, Party B rebuilds or
      renovates the structure of the Property or impair the Property.

	 	 	 	 	 
	 			(ii) 	
      Party B changes the usage of this Property or proceeds
      illegal activities.

	 	 	 	 	 
	 		(2) 	
      Within the Term, If Party B fails to pay the expense on
      due, which under this Contract shall be borne by Party B, Party B shall
      pay overdue fine as much as 0.05% of the total Rent for each overdue
      day.



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	 	12. 	Exemption 
	 	  	  	  
	 	  	(1) 	The Parties will not burden any responsibility
      under this Contract due to Force Majeure. 
	 	  	  	  
			(2) 	The Parties is exempt from the responsibility
      when the Property need to be removed or rebuild due to the state policy.
    
	 	  	  	  
			(3) 	The Force Majeure means that the facts or
      conditions which the Parties can not foresee or avoid or even overcome at
      the time entering this Contract. 
	 	  	  	  
		13. 	Any matter does not contain in this
      Contract, will be negotiated by the Parties and further contract or
      supplementary provision will be entered into, which will as a appendix
      consist a part of this Contract to form an entire Contract, and such
      further contract and supplementary provision have the same validity with
      this Contract. 
	 	  	  	  
	 	14. 	Applicable Law and Dispute Resolution
    
	 	  	  	  
	 	  	This Contract is governed by the PRC
      laws and regulations. Any dispute arising from this Contract will be
      negotiated by the Parties or applied to be mediated. If no resolution
      reached after the negotiation and mediation, such dispute shall be
      submitted to the Fujian China International Economy and Trade Arbitration
      Commission for arbitration. 
	 	  	  	  
		15. 	This Contract has severability, which
      means that if any part or articles, provision or terms of this Contract is
      determined as invalidity, the remaining party still has validity, and the
      invalid part has no impact on the remaining part of this Contract. If this
      Contract is award as invalidity rather than the intention of the Parties,
      Party B still has the preemptive right to use this Property, and a new
      contract shall be entered into with respect to this Property, with a term
      to the extent that allowed by laws and regulations. Unless the Parties
      otherwise specified, the new contract with respect of this Property will
      have the same terms and conditions with this Contract. 
	 	  	  	  
		16. 	This Contract will take effective
      upon the execution by both Parties, and replace the previous contracts or
      agreements or other documents regardless of written or oral. 
	 	  	  	  
	 	17. 	This Contract has 4 counterparts
      which have the same validity and each Party will hold 2 of them.
  



	Party A Shishi Lingxiu Hongri Knitting Clothes Factory 	Party B: Hongri (Fujian) Sporting Goods Ltd. Co
    
	 	 
	Signature: Chen Bizhen 	Signature: Chen Bizhen 
	 	 
	Date: 1st February, 2010 	Date: 1st February, 2010 
	 	 
	Place: Shishi Fujian Province 	Place: Shishi Fujian Province



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