BABY F.O.X.(ITALY)

                              


                      

                    

                  

                

              

            

          

        

      

    

    Shanghai
Baby-Fox Fashion Co., Ltd.

    Non-Corporate
Stores Contracts

    


    Party A:
Shanghai Baby-Fox Fashion Co., Ltd.

    Party B:
Jiujiang Dian Hu Business Co., Ltd.

    


    This
agreement is entered into by and between Party A and Party B through friendly
consultations and under the principle of mutual risk and joint
development.

    


    Chapter
1 Contract Instructions

    
      	
              1.

            	
              “The
      Product” in this contract is the item that Party A produces and in
      connection with the registered trademark “BABY
  F.O.X.”.

            


    

    
      	
              2.

            	
              “The
      District” in this contract means the franchised district that granted to
      Party B by Party A.

            


    

    
      	
              3.

            	
              All
      the terms in this contract are confidential that Party B can’t disclose to
      a third party, if not, Party A has the right to terminate Party B’s
      franchise rights.

            


    

    
      	
              4.

            	
              Both
      parties are independent themselves and responsible for its legal person,
      company or individual respectively, each other assumes no joint and
      several liability. The right and power that Party B received only limit to
      franchise right and power and there is no other relationship. Especially,
      this contract is not grant Party B as Party A’s agent, representative,
      employee or partner.

            


    

    


    Chapter
2 Grant Instructions

    
      	
              5.

            	
              Party
      A grants Party B a franchise to set up a non-corporate store at Lian Sheng Shopping
      Square, Jiujiang, Jiangxi Province, PRC. The store is operated
      independently by Party B and taken responsibility. In the non-corporate
      store district (The “Franchise district”), Party B sells items that marked
      “BABY F.O.X.” which produced by Party A. The franchise time is from April 1, 2008 to
      March 31, 2009. 60 days before the end of the franchise period,
      Party B could apply for extending contract according to its sales in
      written forms. Party B will decide whether extend or not according to
      Party A’s last sale record and franchised store’s
  numbers.

            


    

    
      	
              6.

            	
              Without
      Party A’s permission, Party B should not transfer its franchise right to a
      third party, breach of contract will be held accountable by law and the
      transfer is useless. All the loss that resulted from the transfer will be
      held by Party B.

            


    

    
      	
              7.

            	
              During
      this contract, without Party A’s written permission, Party B should not
      sell items that are not produced by Party
A.

            


    

    


    Chapter
3 Operating Location

    
      	
              8.

            	
              Party
      B should provide an independent place and operating location which is
      legal for using; Party A can send a person to see if this meets the
      operation requirement.

            


    

    
      	
              9.

            	
              The
      actual area that Party B provided should have the permission of Party
      A.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  

                                	
                                  BABY F.O.X.(ITALY)

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
              10.

            	
              After
      the permission, Party A will provide the design effect picture and fitment
      blue print within 25 business days and all the expenditure from those will
      be taken by Party A, however, construction costs will afforded by Party B,
      all the tangible assets are belong to Party B. All the needed exhibition
      props (including Hanger, pants folder, models, paper bag, carry bag and
      related displayed props) are provided by Party A payable on cost
      price.

            


    

    
      	
              11.

            	
              Party
      B should in authorized place set up its first store before April 1, 2008,
      after signature, or Party A has the right to terminate the
      contract.

            


    

    
      	
              12.

            	
              Party
      B should not sell the items that are no related to BABY F.O.X.’ goods,
      cook the books and flees the goods. If Party B breach of contract, Party A
      has the right to terminate the contract and deduct 100% of the caution
      money.

            


    

    


    Chapter
4 Employment and Trainings

    
      	
              13.

            	
              Party
      B should employ the sales staff according to Party A’s standard and its
      employees should in accordance with Party A’s regulation. Party A has the
      right to ask Party B to change its
employees.

            


    

    
      	
              14.

            	
              Before
      setting up, Party B should have unitive computer system according to Party
      A’s requirement so as to transmitting sales and also build a customer file
      in term of market and provide Party A one copy of the
  file.

            


    

    
      	
              15.

            	
              Party
      A periodic sends people to support Party B’s daily work and has right to
      advise when there exists problems.

            


    

    


    Chapter
5 Conditions of Supply and Management

    
      	
              16.

            	
              Alliance
      charge

            


    

    To ensure
that the brand's reputation and franchise marketing rights, Party A should
charge Party B ¥20,000 which is not
returned after termination of this contract and will never charged again when
contact extends.

    
      	
              17.

            	
              Surety
      money

            


    

    The
contract surety money is ¥30,000. At the end of
this contract term and both parties doesn’t want to extend, Party A returns all
without interests.

    
      	
              18.

            	
              Price

            


    

    Party B
should follow the price that made by Party A and without Party A’s agreement it
couldn’t abate or make the price higher than the unitive price. According to the
shop’s actual sale and promotion, both parties reach a consensus, in Party B’s
area there is discount of 35% and swap rate is
10%.If Party B
raises up the price privately and hides, once Party A finds, the first time will
punish for 10% of the surety money, the second time for 50% and the third time
for 100% and call off Party B’s agent qualification. Party B should provide the
copies of clearing lists and clearing invoices that issued by the shopping mall.
If Party B doesn’t provide or provide the copies in inveracious, Party A will
punish as above.

    
      	
              19.

            	
              Indent

            


    

    After one
week of the indent, Party B should wire 30% of the indent amount to Party A‘s
designated account and then the indent effect.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      
        
          
            
              
                
                  
                    
                      
                        

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      

                                                    	
                                                      BABY F.O.X.(ITALY)

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
              20.

            	
              When
      Party B receives the goods, there should be more than two people checking.
      And if there are errors Party B should inform in written the next day and
      has the two person’s signatures.

            


    

    


    Chapter
6 Goods Returned and Exchanged

    
      	
              21.

            	
              Party
      B asks for returning goods within 10 days after
      receiving. Due to quality problem, the amount and item should get Party
      A’s agreement and then return. The normal delivery fee should be afforded
      by Party B and the new goods’ delivery fee to be afforded by Party A and
      the fee that returned goods should be afforded by Party
  B.

            


    

    
      	
              22.

            	
              The
      transfer instruction is from Party A and need cooperation of Party B, when
      there is delivery fee, it affords by Party
A.

            


    

    
      	
              23.

            	
              Party
      B should promise that the returned goods are lossless and if there is
      mangled Party B should pay for 30% of the
goods.

            


    

    
      	
              24.

            	
              The
      details in this chapter are in consistent with Party A’s related
      rules.

            


    

    


    Chapter
7 Marketing and Brand Promotion

    
      	
              25.

            	
              Party
      B should maintain Party A’s brand reputation and comply with Trademark Law
      of the People‘s Republic of China. If not, there will be a punishment of
      5% of the total sales amount.

            


    

    
      	
              26.

            	
              All
      the marks that appear in the area of Party B’s should comply with Party
      A’s Brand. If it extends the area, Party A will not be responsible for it.
      However, if it brings loss, Party B should
  compensate.

            


    

    
      	
              27.

            	
              Party
      A annual plans a number of large-scale promotional activities and require
      Party B’s presentation; Party B also could plan several activities and
      implement after Party A’s
agreement.

            


    

    


    Chapter
8 The Third Party Responsibilities

    
      	
              28.

            	
              Party
      B will be responsible for the third party’s humanity hurt and asset loss
      that causes by its operation.

            


    

    
      	
              29.

            	
              Party
      B agrees to compensate Party A all the loss that caused by
      above.

            


    

    
      	
              30.

            	
              Party
      B will not be responsible for the third party’s loss that caused by Party
      A.

            


    

    


    Chapter
9 Contract Extension and Termination

    
      	
              31.

            	
              Contract
      extension

            


    

    On the
end of the contract, under equal qualification, Party B has the prior
right.

    
      	
              32.

            	
              Contract
      termination

            


    

    
      	
            	
              A.

            	
              Contract
      expires;

            


    

    
      	
            	
              B.

            	
              Party
      B break off sales for 7 days or aggregate 15 days because of
      itself;

            


    

    
      	
               
      

            	
              C.

            	
              After
      the signature of the contract, Party B doesn’t set up a store under Term
      11;

            


    

    
      	
               
      

            	
              D.

            	
              Party
      B has illegal actions and break Party A’s brand image or credit
      standing;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  

                                	
                                  BABY F.O.X.(ITALY)

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
            	
              E.

            	
              Court
      and government department command Party B
  ceasing;

            


    

    
      	
               
      

            	
              F.

            	
              Party
      B exposes Party A’s trade secrets to other unrelated person or let other
      people use Party A’s references.

            


    

    
      	
               
      

            	
              G.

            	
              Party
      B’s qualification cancellation because of Term
  19.

            


    

    
      	
               
      

            	
              H.

            	
              Force
      majeure causes the termination.

            


    

    
      	
              33.

            	
              After
      90 days of the termination Party B should stop using Party A’s brand and
      return all the relative things.

            


    

    


    Chapter
10 Liability for Breach of Contract

    
      	
              34.

            	
              If
      Party B breaches of contract, Party A has the right to deduct 10% to 100%
      of the surety money, and if not enough Party B should compensate the
      additional amount.

            


    

    


    Chapter
11 Disposal of the Contract Disputes and Others

    
      	
              35.

            	
              All
      disputes in connection with the execution of this Contract shall be
      settled friendly through negotiation. In case no settlement can be
      reached, the case then may be submitted to the local
  court.

            


    

    
      	
              36.

            	
              Parties
      hereto may revise or supplement through negotiation matters not mentioned
      herein. Have equal legal effect
also.

            


    

    
      	
              37.

            	
              This
      agreement is effective after signatures, and in duplicate, Part A and Part
      B each have one copy.

            


    

    


    
      
        	
                Party
      A: Shanghai Baby-Fox

              	
                Party
      B: Jiujiang Dian Hu

              
	
                Fashion
      Co., Ltd.

              	
                Business
      Co., Ltd.

              
	
                Address:

              	
                Address:

              
	
                Post
      Code:

              	
                Post
      Code:

              
	
                Fax:

              	
                Fax:

              
	
                Phone
      NO.:

              	
                Phone
      No.:

              
	
                Bank:

              	
                Bank:

              
	
                Account:

              	
                Account:

              
	
                Tax
      No.:

              	
                Tax
      No.:

              
	
                Legal
      Representative:

              	
                Legal
      Representative

              
	
                Date:

              	
                Date:
      March 1, 2008