SHANGHAI
BABY FOX FASHION CO., LTD.

       

      EQUITY
SHARE ACQUISITION AGREEMENT

      


      
        	
                Transfer
      Party:

              	
                Ms.
      FENGLING WANG(as Party A
      in the following)

              


      

      


      
        	
                Receiver
      Party:

              	
                BABY
      FOX INTERNATIONAL, INC. (as Party B
      in the following)Registered
      address: East John
      Street 502, Carson City, Nevada State, The United States of the America;
      Company Legal Representative, HITOSHI YOSHIDA(吉田仁), also
      Chairman of Board of Directors,Nationality:Japan.

              


      

      


      
        	
                 
      

              	
                 “Shanghai
      Baby Fox Fashion Co., Ltd.”(The
      “Shanghai Baby Fox”)is founded
      according to 《the Republic
      of China Corporation Act》by Ms.
      Fengling Wang. the company is registered with Shanghai Administration for
      Industry and Commerce. It is a limited liability
      corporation.  Party A’s registered address is: Shanghai Minhang
      District, 89 Xinbang Road, Suite 305-B5. Its mainly business is:
      “clothing, accessories, fabric, raw material for weaving and products
      sales”. The registered capital is RMB 5 million Yuan. Its Legal
      Representative is
      Ms. Fengling Wang.

              


      

      


      Now
through friendly discussion, regarding Shanghai Baby Fox equity share
acquisition matters, Party A and Party B reached the agreement as below:

      


      
        	
                I.

              	
                Party
      A agrees to transfer all her shares of Shanghai Baby Fox to Party B,
      according to the terms in this agreement; Party B agrees to receive all
      the Party A’s shares of Shanghai Baby
Fox.

              


      

      


      
        	
                II.

              	
                Based
      on the Asset Valuation Report, August 31st,
      2007, the net asset of Shanghai Baby Fox is RMB5.72 million Yuan. Party B
      agrees to acquire 100% of Shanghai Baby Fox’s equity shares, the
      acquisition amount convert to foreign currency is equally to RMB 5.72
      million Yuan. Party A’s shall receive fund which is equal to her equity
      share percentage (100%) multiplied by RMB5.72 million
  Yuan.

              


      

      


      
        	
                III.

              	
                After
      the acquisition becomes effective, Party B shall pay the acquisition
      payment within three months after company receive its new business license
      and it should be audited by Chinese
CPA.

              


      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      
        	
                IV.

              	
                After
      the acquisition, Shanghai Baby Fox will keep its company name, address,
      but the property is transformed from domestic company to Wholly Foreign
      Owned Enterprise (WFOE). The total investment amount allowed is RMB7.14
      million Yuan, the registered capital is RMB5 million Yuan, and Party B
      owns 100% equity of the company. All the creditor and debt liabilities of
      Shanghai Baby Fox shall be undertaken by Party B. Party A’s original
      employees will continue to work for the new
  company.

              


      

      


      
        	
                V.

              	
                The
      acquired company’s mainly business is: retail and wholesale of clothing,
      finery and accessories, fabric, raw material for weaving; commission
      agency except auction; import & export; related services ( management
      of quota license and stated products, etc.), operating term is: 20
      years.

              


      

      


      
        	
                VI.

              	
                After
      the acquisition, the directorate is assigned by Party B. the new Chairman
      of the Board of Directorate is Mr. Jieming
  Huang.

              


      

      


      
        	
                VII.

              	
                Party
      B will reset the corporation bylaws and will submit it to government for
      approval. The original bylaws of Shanghai Baby Fox will be terminated at
      the same time.

              


      

      


      
        	
                VIII.

              	
                Party
      B will pay all the expense related to this
  acquisition.

              


      

      


      
        	
                IX.

              	
                Party
      A promises their shares transferred to Party B are legal ownership, this
      shares are unrestricted and has not been used as guarantor for any other
      third parties.

              


      

      


      
        	
                X.

              	
                If
      Party B doesn’t pay the acquisition payment on time (according to term III
      above), they should pay penalty charge to Party A, the rate is 3 in 10,000
      per day.

              


      

      


      
        	
                 
      

              	
                If
      any party withdraw from this agreement, the withdraw party should pay the
      other party’s damages.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      


      
        	
                XI.

              	
                The
      establishment, effectiveness, explanation, implementation, and dispute are
      governed by the law of the Republic of China. If any dispute happens
      related to this agreement, the both parties should negotiate first to
      resolve the matters. If the disputes can not be resolved through both
      parties’ negotiation, each party has right to take the matter to Shanghai
      local for legal settlement.

              


      

      


      
        	
                XII.

              	
                The
      agreement is effective upon the signatures by both parties. it will be
      submitted to Shanghai local authority of PRC for
  approval.

              


      

      


      
        	
                XIII.

              	
                This
      agreement has 3 original copies, Party A and Party B keep one copy each,
      Shanghai Baby Fox keeps one copy, the rest copies sent to related
      government.

              


      

      


      
        	
                XIV.

              	
                This
      agreement is signed at Shanghai in September 20,
  2007.

              


      

      


      IN
WITNESS OF, both parties signed this Acquisition Agreement below.

      


      
        
          
            
              
                
                  	
                          Party
      A:

                        	
                          SHANGHAI
      BABY FOX FASHION CO., LTD.

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          Fengling
      Wang

                        
	 
      	 
      
	
                          Party
      B:

                        	
                          BABY
      FOX INTERNATIONAL, INC. (Baby fox)

                        
	 
      	
                          Legal
      Representative:

                        
	 
      	 
      
	 
      	 
      
	 
      	
                          吉田仁 HITOSHI
      YOSHIDA

                        


                

              

            

          

        

      


      
        
           


        

        
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