Unassociated Document


    Exhibit 4.16

       

      Registered
Trademark Sub-License Agreement

      


      Place of
Execution: Taiyuan, Shanxi

      Date of
Execution: June 9, 2010

      Licensor
(hereinafter referred to as “Party A”): Chongqing Yu Zhong Commerce
Co., Ltd

      Address:
6F, 50 Mid Xing Hua
Road, Fuling District, Chongqing

      


      Licensee:
(hereinafter referred to as “Party B”): Taiyuan Basic Points
Commerce Co., Ltd

      Address:
Room 2-405,
69#Building, Dongmi Center, Yingze District, Taiyuan, Shanxi
Province

      


      WHEREAS,
Party A is in possession of the right to sub-license the Registered Trademark
with certain value which Party B desires to obtain a license of the said
trademark for use. In accordance with the relevant regulations under the Contract Law of the People’s
Republic of China, the
Trademark Law of the People’s Republic of China, the Parties through
friendly consultation hereby agree as follows for mutual compliance and
implementation hereof.

      


      Article
1              Definition

      To avoid
the discrepancy of both Parties in interpretation, in respect of the words and
technical terms in relation to the Agreement and the attachments, the Parties
hereby make the following identification as follows:

      
        	
                1.1

              	
                “Registered
      Trademark” shall mean the Trademark registered with the Trademark Office
      of the State Administration for Industry and Commerce of the People’s
      Republic of China (the “Trademark” referred to hereinafter shall mean the
      Registered Trademark, unless otherwise
stated).

              


      

      
        	
                1.2

              	
                “Sub-licensor”
      shall mean the Person who shall be granted the trademark sub-license right
      by the Trademark owner in the PRC.

              


      

      
        	
                1.3

              	
                “Licensee”
      shall mean natural person, legal person or any other organization that
      needs to legally use the trademark of
others.

              


      

      
        	
                1.4

              	
                “Trademark
      Use” shall mean the activities in relation to the labeling, using,
      promotion, presentation of the
Trademark.

              


      

      


      Article
2              Scope
of License

      
        	
                2.1

              	
                Licensed
      Trademark

              


      

      
        	
                (1)

              	
                Name
      of the Licensed Trademark: FENIX

              


      

      
        	
                (2)

              	
                Registered
      No. of the Licensed Trademark: 3396432

              


      

      
        	
                (3)

              	
                Country
      of Region within which the Licensed Trademark is allowed to use: the People’s Republic
      of China

              


      

      
        	
                (4)

              	
                Design
      of the Licensed trademark: 

              


      

      
        	
                (5)

              	
                Term
      of the Licensed trademark: August 21, 2004 to
      August 20, 2014

              


      

      


      
        	
                2.2

              	
                Type
      of Licensed Trademark: Trademark of
      Commercial Goods

              


      

      Goods:
Class XIV: unprocessed
or semi-processed precious metal; un-processed gold or gold foil; platinum
(metal); precious metal alloys; gem; ring (jewelry); earring; chain (gem);
bracelet (jewelry); diamond.

      
        	
                2.3

              	
                Licensed
      Method of Use

              


      

      It is
agreed that, Party B may use the Trademark as described under Article 2.1 by
means of the licensed method of use as permitted by the laws.

      
        	
                2.4

              	
                Type
      of Licensed Use:

              


      

      It is
agreed that, the Registered Trademark under the Agreement is exclusively granted
license, under which Party B may be authorized to grant its subsidiary and
Taiyuan Basic Points Commerce Co., Ltd. and its subsidiary to use the Trademark
under Article 2.1 hereof.

      
        	
                2.5

              	
                License
      Term:

              


      

      The
License Term shall start from the effective date of this License Agreement and
end on August 20,
2014.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.6

              	
                Delivered
      Documents

              


      

      Party A
shall within 10 days as of the effective date of this License Agreement deliver
the Registration Certificate, the Sub-license Agreement and the copies of other
related documents of the Trademark described under the Article 2.1 of this
Agreement.

      
        	
                2.7

              	
                Applicable
      Scope

              


      

      The
rights and obligations of Party B under the Agreement shall also be applicable
to the subsidiaries of Party B and Party B shall ensure the performance
thereof.

      


      Article
3              License
Fees

      Party A
agrees that Party B may use the Trademark described under Article 2.1 hereof for
free within the term of this Agreement (Party A may charge license fees subject
to mutual consultations).

      


      Article
4              Trademark
Printing

      Except
for the Parties agree that signs of the Trademark used by Party B shall be
provided by Party A, where Party B requires printing the trademarks within the
term of the Agreement, it shall be deemed as Party A has authorized Party B to
print these signs of the Trademark.  In addition, Party A shall have
the right to supervise these signs of the Trademark printed by Party B to ensure
the quality thereof.

      


      Article
5              Quality
of Goods

      
        	
                5.1

              	
                While
      using the goods bearing the Trademark under Article 2 hereof, Party B
      shall indicate the name and place of origin of Party B. Party B undertakes
      that the quality of the goods bearing the Trademark under Article 2 hereof
      shall be of a relatively high standard and will not affect the good will
      of Party A and the Trademark per
se.

              


      

      
        	
                5.2

              	
                Within
      the term of this Agreement, Party A and its authorized representative
      shall be entitled to examine the quality of the goods bearing the
      Trademark under Article 2 hereof, and Party B shall take necessary
      measures to fulfill the requirements of Party A for quality standards and
      otherwise. If Party B’s activities or sales do not conform to the above
      requirements, it shall forthwith take the remedial measures after the
      receipt of Party A and its authorized
  representative.

              


      

      


      Article
6              Warranties
and Undertakings

      
        	
                6.1

              	
                Party
      A’s warranties:

              


      

      
        	
                (1)

              	
                Party
      A warrants that it has the authority to license the Trademark as described
      under Article 2.1 hereof.

              


      

      
        	
                (2)

              	
                Party
      A warrants that if there is any infringement by Party B using the
      Trademark under Article 2 hereof alleged by a third party during the
      performance of the Agreement, Party A shall be responsible to negotiate
      with the third party and Party B will render its assistance
      accordingly.

              


      

      
        	
                (3)

              	
                Party
      A warrants that any legal and economic liability caused by the trademark
      infringement alleged by a third party shall be assumed by Party
      A.

              


      

      


      
        	
                6.2

              	
                Party
      B’s warranties:

              


      

      
        	
                (1)

              	
                Party
      B warrants that it will render necessary assistance to Party A to maintain
      the right owned by Party A to the Trademark under Article 2
      hereof.

              


      

      
        	
                (2)

              	
                Party
      B warrants that it will not change the work, design of the Trademark under
      Article 2 hereof or any combination of the
  above.

              


      

      


      Article
7              Change
of the Agreement

      
        	
                7.1

              	
                In
      case Party A is changed or terminated and the sub-license right to the
      Trademark is to be assigned or transferred for that reason, the Agreement
      shall be performed continuously by the successor of Party A, and if Party
      A has no successor, the Agreement shall be terminated
      automatically.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                7.2

              	
                Any
      change, modification to the provisions of the Agreement during the
      performance hereof shall be subject to the agreement by both Parties
      through negotiation and upon signature of written
    documents.

              


      

      


      Article
8              Termination

      
        	
                8.1

              	
                Neither
      party shall cancel this Agreement within the term of the Agreement, unless
      as provided by the laws.

              


      

      
        	
                8.2

              	
                Party
      B shall present a written report to Party A within 30 days prior to the
      expiration of the term hereof or within 30 days following the receipt of
      the termination notice, to specify the quantities and types of the goods
      in the possession and still in
process.

              


      

      
        	
                8.3

              	
                Party
      B may deal with or sell the goods which have been produced or are in
      process.

              


      

      
        	
                8.4

              	
                Party
      A is entitled to an on-site examination to ensure the stock inventory
      status and the accuracy of the report.  If Party B refuses to be
      so examined by Party A, Party B will lose the right to deal with the
      stock.

              


      

      
        	
                8.5

              	
                Upon
      the termination or expiration of the Agreement, Party A is entitled to use
      the Registered Trademark; and Party B shall not continue to use the
      Registered Trademark or any similar trademark unless under the
      circumstance of Article 8.2.

              


      

      


      Article
9              Dispute
Settlement

      All
disputes arising out of or in connection with this agreement shall be settled by
both Parties amicably, failing which, either party shall have the right to bring
the dispute to the competent People’s Court.

      


      Article
10           Confidentiality

      
        	
                10.1

              	
                The
      Parties shall keep in confidence the trade secrets and related
      confidential information either of them has been acknowledged during the
      negotiation and performance of the Agreement.  If either party
      is suffered any loss of its economic benefits due to the disclosure of the
      other party, the party shall be liable to make
    compensation.

              


      

      
        	
                10.2

              	
                If
      either party is requested to provide the above mentioned trade secrets by
      the judicial authority and other national institution in accordance with
      the laws, the providing party shall give a prior notice to the other party
      and also send a written advice to the relevant institution for information
      confidentiality.

              


      

      


      Article
11           Force
Majeure

      
        	
                11.1

              	
                If
      an event of force majeure or any other accidental event has occurred, or
      performance of the Agreement has been caused impossible, unnecessary or
      meaningless, either party may dissolve this
  Agreement.

              


      

      
        	
                11.2

              	
                If
      any party suffered an event of force majeure or any other accidental event
      fails to fulfill this Agreement, whether in whole or in part, dissolve or
      delay the performance of the Agreement, such event shall be notified to
      the other party in writing supported by relevant evidence within 5
      days.

              


      

      


      Article
12           Effectiveness
and Filing

      The
Agreement shall take effect as of the date of being signed and sealed by both
Parties or their respective legal representatives, authorized representatives.
The Licensor will file the copy of the Agreement within 3 month of signature of
the Agreement to the Trademark Office for record.

      


      Article
13           Counterparts

      The
Agreement shall be made in three (3) counterparts, each of which has the same
legal effect. Each of the Parties shall hold one (1) counterpart, while the
other counterpart filed with the Trademark Office within 3 months of signature
of the Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Party A:
Chongqing Yu Zhong Commerce Co., Ltd (sealed)

      Legal
representative or authorized representative:

      


      Party B:
Taiyuan Basic Points Commerce Co., Ltd (Sealed)

      Legal
representative or authorized representative: