LOAN
AGREEMENT

    


     The
Loan Agreement (the "Agreement") is entered into as of February 18, 2008 between
the following two parties.

    


    
       (1)  
Jieming
Huang (the "Lender"), an individual with

    

      
  LEGAL ADDRESS: Room 102, Bing Suite, No.65 Qingtanxincun, Changzhou,
China 213000

    


    
       (2)  
Baby Fox
International, Inc. (the "Borrower"), a Nevada State company in the United
Steates of America, with

              ADDRESS:
Minhang District, 89 Xinbang Road, Suite 305-B5, Shanghai, P.R.
China

    

    


     The
Lender and the Borrower will each be referred to as "One Party" and the Lender
together with the Borrower will be referred to as "Both Parties"
collectively.

    


     WHEREAS,
the Borrower holds 100% equity in Shanghai Baby Fox Fashion Co., Ltd. (the
"Borrower's Company"), a limited liability company registered in the People's
Republic of China (the "PRC").

    


     WHEREAS,
the Lender is an individual P. R. China citizen, The Lender intends to provide a
loan to the Borrower.

    


     NOW
THEREFORE, Both Parties agree as follows:

    


    1.     
LOAN

    


    
      	
              
              

            	
               1.1

            	
              The
      Lender agrees to provide a long-term loan to the Borrower with the
      principal as US$ 810,160.25, with five percent of annual interest (5%), in
      accordance with the terms and conditions set forth in this Agreement. Term
      for such loan will be five (5) years and shall be extended upon the
      agreement of Both Parties through negotiations. During the term or
      extended term of such loan, the Borrower shall refund the loan ahead of
      the loan term or the extended loan
term.

            


    

    


    
      	
              
              

            	
               1.2

            	
              The
      Lender agrees to remit the amount of such loan to the account designated
      by the Borrower within seven (7) days after receiving the Borrower's
      written notification to use the loan, provided that all of the
      preconditions set forth in Section 2 of this Agreement are satisfied. The
      Borrower shall issue confirmation notification to the Lender on the day
      receiving the amount of the loan. The commitments of the Lender under this
      section are effective only to the Borrower itself, but not the Borrower's
      inheritor or transferee.

            


    

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
      	
              
              

            	
               1.3

            	
              The
      Borrower agrees to accept such loan provided by the Lender and agrees and
      warrants hereby such loan shall be used only for the investment in the
      Borrower's Company to expand the business of the company. Without the
      Lender's prior written consent, the Borrower shall not use the amount of
      such loan for any other purpose or transfer or pledge its equity in the
      Borrower's Company to any other third
party.

            


    

    


    2.      PRECONDITIONS
OF THE LOAN

    


     The
Lender will be liable to provide loan to the Borrower in accordance with Section
1.1 when all of the following conditions are satisfied or are waived by the
Lender in writing.

    


    2.1    Subject
to the terms of Section 1.2, the Lender receives the drawing notice formally
issued by the Borrower.

    


    3.     
REPRESENTATION AND WARRANTIES

    


    
      	
              
              

            	
               3.1

            	
              The
      Lender hereby represents and warrants to the Borrower that, from the
      execution date of this Agreement until the date this Agreement
      terminates,

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Lender is an individual existing under the laws of The People’s Republic
      of China;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Lender has full right, power and all necessary and appropriate approval
      and authorization to execute and perform this
  Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      execution and the performance of this Agreement shall not  be
      against any enforceable and effective laws and
      regulations,  governmental approval, authorization and
      notification, other government documents and  any contracts
      executed with, or commitments made to, any third party;
  and

            


    

    


    
      	
               
      

            	
              (d)

            	
              this
      Agreement shall constitute the legal, valid and
      binding  obligations of the Lender, which is enforceable against
      the  Lender in accordance with its terms upon its
      execution.

            


    

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    
      	
              
              

            	
               3.2

            	
              The
      Borrower hereby represents and warrants that, from the
      execution  date of this Agreement until the date this Agreement
      terminates,

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Borrower's Company is a limited liability company  registered
      and validly existing under the laws of Nevada State   in
      the United States of America, and the  Borrower is the legal
      owner of its equity interest in the  Borrower’s
      Company;

            


    

    


    
      	
               
      

            	
              (b)

            	
              subject
      to its articles of association and other  organizational
      documents, the Borrower has full right, power  and all necessary
      and appropriate approval and authorization  to execute and
      perform this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      execution and the performance of this Agreement shall not  be
      against any enforceable and effective laws and
      regulations,  governmental approval, authorization and
      notification, other  government documents and any contracts
      executed with, or  commitments made to, any third
      party;

            


    

    


    
      	
               
      

            	
              (d)

            	
              this
      Agreement shall constitute the legal and valid  obligations of
      the Borrower, which is enforceable against the  Borrower in
      accordance with its terms upon its
execution;

            


    

    


    
      	
               
      

            	
              (g)

            	
              there
      are no disputes and legal or other proceedings pending  or
      threatened before any court, tribunal or other
      regulatory  authority and involving the Borrower;
      and

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      Borrower's Company has completed all governmental  approval,
      authorization, license, register, filing and  otherwise
      necessary to carry out the business subject to its  business
      license and to possess its assets.

            


    

    


    4.      COMMITMENTS
OF BORROWER

    


    
      	
              4.1

            	
               
      The Borrower, as major shareholder of the Borrower's Company, agrees
      that  it shall cause the Borrower's Company, during the term of
      this Agreement,

            


    

    


    
      	
               
      

            	
              (a)

            	
              not
      to supply, amend or modify its articles of association,
      to  increase or decrease its registered capital, or to change
      its  capital structure in any way without the Lender's
      prior  written consent;

            


    

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              subject
      to good financial and business rules and practices, to  maintain
      and operate its business and handle matters prudently  and
      effectively;

            


    

    


    
      	
               
      

            	
              (c)

            	
              not
      to sell, transfer, mortgage, dispose of in any other way,  or to
      create other security interest on, any of its assets,  business
      or legal right to collect interests without the  Lender's prior
      written consent;

            


    

    


    
      	
               
      

            	
              (d)

            	
              without
      the Lender's prior written consent, not to create,  succeed to,
      guarantee or permit any debt, except (i)the debt  arising in the
      course of the ordinary or daily business  operation, but not
      arising from the loan, and (ii)the debt  being reported to the
      Lender or having approved by the Lender  in
    writing;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      operate persistently all the business of the Borrower's  Company
      and to maintain the value of its
assets;

            


    

    


    
      	
               
      

            	
              (f)

            	
              without
      the Lender's prior written consent, not to execute any  material
      contracts (during this stage, a contract will be  deemed
      material if the value of it exceeds US$10,000) except  those
      executed during the ordinary
operation;

            


    

    


    
      	
               
      

            	
              (g)

            	
              not
      to provide loan or credit to any person without the  Lender's
      prior written consent;   (h) to provide information
      concerning all of its operation and  financial affairs subject
      to the Lender's request;

            


    

    


    
      	
               
      

            	
              (i)

            	
              to
      purchase insurance from the insurance company accepted by  the
      Lender and maintain persistently such insurance, provided  that
      the amount and type of such insurance are as the same as,  or
      equivalent to, the insurance amount and insurance type  taken
      out generally by the company which operates, in the
      same  territory, the similar business and possesses the
      similar  properties or
assets;

            


    

    


    
      	
               
      

            	
              (j)

            	
              not
      to merger or combine with, buy or invest in, any other  person
      without the Lender's prior written
consent;

            


    

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (k)

            	
              to
      inform promptly the Lender of the pending or threatened  suit,
      arbitration or regulatory procedure concerning the  assets,
      business or income of the Borrower's
Company;

            


    

     

    
      	
               
      

            	
              (l)

            	
              to
      execute all necessary or appropriate documents, to take
      all  necessary or appropriate action and to bring all necessary
      or  appropriate lawsuit or to make all necessary and
      appropriate  defending against all claims, in order to maintain
      the  ownership of the Borrower's Company for all its
      assets;

            


    

    


    
      	
               
      

            	
              (m)

            	
              without
      the Lender's prior written consent, not to issue  dividends to
      each shareholder in any form, provided however,  the Borrower's
      Company shall promptly allocate all its  allocable profits to
      each of its shareholders upon the  Lender's
    request;

            


    

    


    
      	
               
      

            	
              (n)

            	
              to
      appoint any person designated by the Lender to be the  director
      of the Borrower's Company subject to the
      Lender's  request;

            


    

    


    4.2    The
Borrower agrees that it shall, during the term of this Agreement,

    


    
      	
               
      

            	
              (a)

            	
              not
      sell, transfer, mortgage, dispose of in any other way,
      or  create other security interest on, any of its legal right
      of  equity or equity interest without the Lender's prior
      written  consent

            


    

    


    
      	
               
      

            	
              (b)

            	
              cause
      the shareholder's meeting appointed by the Lender not to  sell,
      transfer, mortgage, dispose of in any other way, or to  create
      other security interest on, any of the Borrower's legal  right
      of equity or equity interest without the Lender's prior  written
      consent, except that the counter party is the Lender  or those
      designated by the Lender;

            


    

    


    
      	
               
      

            	
              (c)

            	
              cause
      the shareholder's meeting appointed by the Lender not to  merge
      or combine with, buy or invest in, any person without  the
      Lender's prior consent;

            


    

    


    
      	
               
      

            	
              (d)

            	
              promptly
      inform the Lender of the pending or threatened
      suit,  arbitration or regulatory procedure concerning the
      Borrower's  equity in the Borrower's
  Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              execute
      all necessary or appropriate documents, take all  necessary or
      appropriate action and bring all necessary or  appropriate
      lawsuit or make all necessary and appropriate  defending against
      all claims, in order to maintain the  ownership of the
      Borrower's Company for all its
assets;

            


    

     

    
      
        
        

      

      
        Page
5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              do
      nothing that may materially affect the assets, business
      and  liabilities of the Borrower's Company without the
      Lender's  prior written
consent;

            


    

    


    
      	
               
      

            	
              (g)

            	
              appoint
      any person to be the director of the Borrower's  Company subject
      to the Lender's request;

            


    

    


    5.      DEFAULT

    


     The
Borrower shall pay the overdue interests with 0.01% per day of the overdue
amount until the Borrower refunds all of the principal, overdue interests of the
principal and other money, in the event when the Borrower dose not perform its
obligation of repayment.

    


    6.      NOTIFICATIONS

    


     Notice
or other communications under this Contract shall be delivered personally or
sent by facsimile transmission or by registered mail to the address set forth
below, except that such address has been changed in writing. The date noted on
the return receipt of the registered mail is the service date of the notice if
the notice is sent by registered mail; the sending date is the service date of
the notice if the notice is sent personally or by facsimile transmission. The
original of the notice shall be sent personally or by registered mail to the
following address after the notice is sent by facsimile.

    


    
      	
               
      

            	
              the
      Lender:

            	
              Room
      102, Bing Suite, No.65 Qingtanxincun, Changzhou, China
      213000  Attn: Jie-min
Huang

            


    

    


    
      	
              
              

            	
              the
      Borrower:

            	
              Minhang
      District, 89 Xinbang Road, Suite 305-B5, Shanghai, P.R.
      China  Attn: Board of
Director

            


    

     

    
      
        
        

      

      
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6

        
          

        

      

      
        
        

      

    

     

    7.     
CONFIDENTIALITY

    


     Both
parties acknowledge and confirm that any oral or written materials concerning
this Agreement exchanged between them are confidential information. Both parties
shall protect and maintain the confidentiality of all such confidential data and
information and shall not disclose to any third party without the other party's
written consent, except (a) the data or information that was in the public
domain or later becomes published or generally known to the public, provided
that it is not released by the receiving party, (b) the data or information that
shall be disclosed pursuant to applicable laws or regualtions,and (c) the data
or information that shall be disclosed to One Party's legal counsel or financial
counsel who shall also bear the obligation of maintaining the confidentiality
similar to the obligations hereof. The undue disclosing of the confidential data
or information of One Party's legal counsel or financial counsel shall be deemed
the undue disclosing of such party who shall take on the liability of breach of
this Agreement. This section shall survive after this Agreement terminates by
any reason.

     

    8.      GOVERNING
LAW AND SETTLEMENT OF DISPUTES

    


    
      	
               
      

            	
              3.1

            	
              The
      execution, validity, interpretation,
      performance,  implementation, termination and settlement of
      disputes of this  Agreement shall be governed by the laws of
      PRC.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Both
      Parties shall strive to settle any dispute arising from  the
      interpretation or performance in connection with this  Agreement
      through friendly consultation within 30 days after  One Party
      ask for consultation. In case no settlement can be  reached
      through consultation, One Party can submit such matter  to China
      International Economic and Trade Arbitration  Commission (the
      "CIETAC"). The arbitration shall follow the  current rules of
      CIETAC, and the arbitration proceedings shall  take place in
      Shanghai. The arbitration award shall be final  and binding upon
      the Both Parties and shall be enforceable in  accordance as its
      terms.

            


    

    


    
      	
               
      

            	
              3.3

            	
              In
      case of any disputes arising out of the interpretation
      and  performance of this Agreement or any pending arbitration
      of  such dispute, Both Parties shall continue to perform
      their  rights and obligations under this Agreement, except that
      such  maters are involved in the
  disputes.

            


    

    


    9.      MISCELLANEOUS

    


    
      	
              
              

            	
               9.1 

            	
              This
      Agreement shall be effective as of the date of execution
      and  shall expire when Both Parties has fully performed their
      obligations  under this
Agreement.

            


    

    


    
      	
              
              

            	
               9.2 

            	
              This
      Agreement is executed in English forms, and in  case of
      conflicts, the English version shall
prevail.

            


    

     

    
      
        
        

      

      
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7

        
          

        

      

      
        
        

      

    

     

    
      	
              
              

            	
               9.3 

            	
              Both
      Parties may amend and supply this Agreement with a
      written  agreement The amendment and supplement duly executed by
      Both Parties  shall be part of this Agreement and shall have the
      same legal effect  as this
Agreement.

            


    

     

    
      	
              
              

            	
               9.4 
      

            	
               Any
      provision of this Agreement that is invalid or
      unenforceable  shall not affect the validity and enforceability
      of any other  provisions
hereof.

            


    

    


    
      	
              
              

            	
               9.5 
      

            	
              The
      Appendices referred to in this Agreement are an integral part
      of  this Agreement and have the same legal effect as this
      Agreement.

            


    

    


    
      
        
          
            
              
                
                  
                    	
                            the
      Lender: Jie-ming Huang

                          	 
      
	 
      	 
      
	 
      	 
      
	 	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                            the
      Borrower: Baby Fox International, Inc.

                          	 
      
	 
      	 
      
	 
      	 
      
	 	 
      	 
      
	
                            Ping
      Chen

                          	 
      
	
                            Vice
      President of Finance

                          	 
      


                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
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