KBS International Holdings Inc.: Exhibit 10.17 - Filed by newsfilecorp.com






Exhibit 10.17

Agreement 

	Party A: 	Bizhen Chen 
	 	 
	ID Number: 	359002197508241028 
	Address: 	No. 4, the 7th Block,
      Yupu Village, Baogai County, Shishi City, Fujian Province 
	  	  
	Party B: 	Keyan Yan 
	 	 
	ID Number: 	340825197206111314 
	Address: 	Room 408, Building 1, No. 4-52
      Yuan Yang Chi West Road, Shishi City, Fujian Province 
	  	  
	Party C: 	Roller Rome Limited 
	 	 
	Legal Address: 	Sea Meadow House, Blackburne
      Highway, Road Town, Tortola, British Virgin Islands 


Whereas, 

	1. 	
      Hongri (Fujian) Sporting Goods Co., Ltd. (“Hongri”) is a
      limited liability company established and legally existing under the
      Company Law of the People’s Republic of China (“PRC”) and other related
      regulations. The domicile of Hongri is Xinfengge Tower, Yupu Village,
      Baogai County, Shishi City. Hongri’s registered capital is RMB 5,000,000,
      which has been verified. Hongri’s business scope is processing,
      manufacturing and sales of sports clothes. Hongri was established on
      November 17, 2005.

	 	 
	2. 	
      Party A and Party B hold 100% equity shares of Hongri in
      total, among which, Party A holds 50% of the equity shares, and Party B
      holds 50% of the equity shares.

	 	 
	3. 	
      Party C is a limited liability company established under
      the law of British Virgin Island.








	4. 	
      Party C and Hongri entered into a Technology Development
      Service Agreement (“Service Agreement”) on December 18, 2006, according to
      which, Hongri shall pay Party C the service fees for technology
      development.

	 	 
	5. 	
      In order to guarantee Party C’s receipt of the service
      fees, Party A and Party B agree to enter into this
  Agreement.



Based on equality and volunteerism, upon full consultation,
Party A, Party B and Party C hereby enter into this Agreement in order to
guarantee the payment of the service fees. 

	I. 	
      Purchase Rights of Equity Shares.



Party A and Party B agree that Party C has the priority to
purchase the 100% equity shares of Hongri and the corresponding rights held by
Party A and Party B with an amount equal to the contributed registered capital
when Party C exercises such option. Party C shall make written demand to
exercise the option. After receipt of the written demand, Party A, Party B and
Party C shall cooperate with each other to complete the acquisition. Party A,
Party B and Party C shall be responsible for its own expenses incurred
therefrom. The option shall be automatically cancelled upon termination of the
Service Agreement and Hongri has made full payment of all the service fees
thereunder. 

	II. 	
      Mortgage.



Party A and Party B hereby respectively mortgages its 50%
equity shares of Hongri, namely 100% of the equity of Hongri, and the
corresponding rights held by each party to Party C as the guarantee for its
receipt of the service fees. Party A and Party B agree that they will complete
the mortgage formalities (including without limitation to the mortgage
registration). If the Service Agreement is terminated and Hongri has fully paid
all the service fees, the mortgage will be automatically cancelled, and Party A
and Party B are entitled to request Party C to go through formalities to cancel
the mortgage. 

	III. 	
      Dividends and Bonuses.



Party A and Party B agree that Party C is entitled to receive
dividends and / or bonuses from Hongri instead of and / or on behalf of Party A
and Party B. Party A and Party B also authorize Party C to receive dividends and
/ or bonuses from Hongri instead of and / or on behalf of Party A and Party B.
Party A and Party B agree that they will complete all the formalities and
documents regarding receipt of dividends and / or bonuses (including without
limitation to the registration formalities) as requested by Party C. If the
Service Agreement is terminated and Hongri has fully paid all the service fees,
Party C will not have the right to receive dividends and / or bonuses from
Hongri instead of and / or on behalf of Party A and Party B. 

	IV. 	
      Appointment and Removal of Directors and / or Legal
      Representative.



Party A and Party B agree and warrant that Party C is entitled
to appoint its nominee(s) as the director and / or legal representative of
Hongri. Party A and Party B agree and warrant that they will remove the current
director and / or legal representative of Hongri as requested by Party C. If the Service Agreement is terminated
and Hongri has fully paid all the service fees, Party C will not have the right
to appoint or remove the director and / or legal representative of Hongri. 





	V. 	
      Acknowledgement, Representations and
  Warranties



5.1 Party A and Party B warrant that they each have full and
effective disposition of the 50% equity shares of Hongri. They warrant that the
equity shares is not subject to any pledge, mortgage, usufructuary, any other
encumbrances on the equity shares, or any claims by a third party. Otherwise,
the transferor of equity shares shall be responsible for any economic and legal
responsibilities for violation of this clause. 

5.2 Party A and Party B waives the right and agree to cause the
waiver of any restrictions on the equity shares of Hongri according to Hongri’s
Articles of Association or any other arrangements, including any right of first
refusal to purchase the equity shares. 

5.3 Party A and Party B warrant that they have obtained all the
approvals, consents or completed any registration, filing and other formalities
required for enforcement of this Agreement with the governmental authorities and
regulators. 

5.4 Party A and Party B warrant that they have the capabilities
and qualifications to fulfill the obligations under this Agreement and have the
rights to enter into this Agreement with the capabilities to bear civil
liabilities independently. 

	VI. 	
      Modification and Termination of the
  Agreement.



6.1 Modification of the agreement shall be mutually consulted
by the parties with written modification agreement. If the parties cannot reach
an agreement after consultation, this agreement shall continue to be valid. 

6.2 The agreement may be terminated by mutual agreement by the
parties. 

	VII. 	
      Dispute resolution.



7.1 The application law of this Agreement is the PRC law. It
shall be interpreted by the PRC law. All the disputes raised under this
Agreement shall be solved according to the PRC law. 

7.2 Any dispute caused by enforcement of the agreement or
related to the agreement shall be resolved based on mutual consultation. If the
parties cannot reach consensus after consultation, any party may file law suit
before the court of the PRC. 

	VIII. 	
      Formation, Effectiveness of the
  Agreement



The agreement is formed upon execution of Party A, Party B and
Party C by signatures and official stamps. 





	IX. 	
      Miscellaneous



The agreement shall be executed in 3 counterparts, with each
party holding one counterpart. 

Date: December 18, 2006 

Party A: Bizhen Chen 
/s/ Bizhen Chen 

Party B: Keyan Yan 
/s/ Keyan Yan 

Party C: Roller Rome Limited 
Authorized Representative:
/s/ Keyan Yan on behalf of Roller Rome Limited