Unassociated Document


    Exhibit 4.12

     

    PARKSON
RETAIL DEVELOPMENT CO., LTD. TAIYUAN BRANCH

    JOINT
SALES CONTRACT

    


    Party A:
Parkson Retail Development Co., Ltd. Taiyuan Branch

    Party B:
Taiyuan Basic Points Commerce Co., Ltd.

    Serial
No.:                                                                                                                                

    


    Instructions:

    
      	
              1.

            	
              The
      contract is a standardized one, so please fill in it carefully;
      alteration, omission or blankness is
prohibited;

            


    

    
      	
              2.

            	
              Please
      fill in the contract by pen or rolling ball
pen;

            


    

    
      	
              3.

            	
              Any
      items cancelled, modified or supplemented shall be subject to a
      supplementary agreement;

            


    

    
      	
              4.

            	
              Party
      A and Party B shall use their contract seal or common seal for seal
      herein;

            


    

    
      	
              5.

            	
              This
      Joint Sales Contract shall be prepared in three (3) counterparts, with
      Party A holding two (2) counterparts and Party B holding one (1)
      counterpart.

            


    

    
      
        	
                6.

              	
                Appendix:  

              	
                 
      

              


      

    

    


    Brand:

    Trade
Name:

    Sub
Category No.:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    The JOINT
SALES CONTRACT is made and entered into by and between:

    


    Party
A:

    Address:

    Tel:

    Fax:

    Legal
Representative:

    


    Party B:
Taiyuan Basic Points Commerce Co., Ltd.

    Address:
Feiyun International, No.186, Pingyang Rd., Taiyuan

    Tel:
0351-5602855-832

    Fax:
0351-7322518

    Legal
Representative: Yuan Kou

    General
Taxpayer No.:

     

    In order
to strengthen mutual cooperation, Party A and Party B through consultation and
in the principles of equality and voluntariness, mutual benefit and reciprocity
agree upon the matters of joint sales as follows:

    


    
      	
              I.

            	
              Joint
      Sales Conditions

            


    

    
      	
              1.

            	
              Party
      A agrees to provide Party B with the __ floor of Jewelry
      Department in the shopping mall Party A has managed, a business
      space of ____ sq. m. , as well as the operation and management conditions
      of the mall (site location and Party B’s documents concerned will be more
      particularly shown on Appendix).

            


    

    
      	
              2.

            	
              Party
      B will, as required by Party A, provide sufficient supplies and
      merchantable articles at the most favorable prices in the then market for
      this Business Premises, including the self-produced articles or those
      introduced from legal and appropriate channels or those on
      consignment.

            


    

    
      	
              3.

            	
              Party
      B shall apply for the sub-category codes in Party A’s PSI system per the
      categories of articles, brands, or types of services (see Appendix for
      more details).  If Party B intends to expand its business scope,
      increase the categories of articles, brands, or types of services, another
      new contract should be entered into for the
  purpose.

            


    

    


    
      	
              II.

            	
              Joint
      Sales Period

            


    

    
      	
              1.

            	
              The
      term of the Contract begins on _______ and ends on
  _______.

            


    

    
      	
              2.

            	
              If
      Party B desires to extend the Contract upon the expiration hereof, it
      shall apply to Party A by a prior thirty (30) day’s written application
      prior thereto.  Upon Party A’s consent, the Parties will enter
      into an extended contract.

            


    

    
      	
              3.

            	
              If
      Party B has to earlier terminate the Contract for any specific reason, it
      shall apply to Party A by a prior thirty (30) day’s written
      application.  Upon Party A’s consent, the Contract may be
      terminated.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              III.

            	
              Joint
      Sales Purpose and Settlement

            


    

    
      	
              1.

            	
              To
      the extent that Party B sells goods or provides services in the mall
      managed by Party A, Party B shall issue Party A’s invoices to its
      customers, with cash collected by Party A
  uniformly.

            


    

    
      	
              2.

            	
              Party
      B shall pay to Party A the Joint Sale Commission (calculation and payment
      terms will be more particularly shown on
  Appendix).

            


    

    
      	
              3.

            	
              The
      Parties agree that, a target for sales in the Business Premises should be
      set up by Party B who will warrant reaching the target.  If
      Party B fails to achieve the said target for consecutive three (3) months,
      Party A will be entitled to adjust the area of the Premises and re-locate
      it, or terminate the Contract.

            


    

    
      	
              4.

            	
              By
      deduction of appropriate costs and expenses, Party A will make the payment
      to Party B per agreed account period and the term of payment, see Appendix
      for details.

            


    

    
      	
              5.

            	
              To
      effect the above payment, Party B must issue VAT invoice in consistent
      with the company profile and information as listed herein as provided to
      Party A and must fill in the invoice in strict accordance with the
      appropriate tax laws of our
country.

            


    

    


    
      	
              IV.

            	
              Security

            


    

    1.           Party
B shall, within seven (7) days of this Contract date, pay to Party A the
security in a lump sum (which has no characteristic of a down payment;
therefore, the down payment punitive rules will not be applicable) in an amount
of RMB _______________, and Party A will issue a receipt to Party B in return,
which Party B should keep it properly as no replacement for lost
one.  If no security is paid by Party B within seven (7) days of this
Contract date (in case of payment by check, the payment time shall be subject to
the money deposited into Party A’s account; in case of payment by cash, the
payment time shall be subject to the point of time Party A issues the receipt),
Party A is entitled to terminate the Contract, to which Party B shall not raise
any objection.

    2.           No
liabilities arising out of Party B’s relationship with any other third party and
no legal consequences caused by Party B’s unlawful business shall have any
effect to Party A.  Party A is also entitled to deduct the said
security paid by Party B as appropriate for compensation in case of any loss
incurred by Party A for any of the foregoing causes.  If the said
security cannot offset the losses incurred by Party A therefor, Party B shall
make up the differential within seven (7) days of the receipt of Party A’s
notice for payment.  For each day of delay in such payment, Party B is
required to pay 5% of the said differential to Party A as a penalty until the
differential is made up.

    3.           If
the security is less than 80% of the total losses suffered by Party A as
described above, Party B shall make up the differential within five (5) days of
the receipt of Party A’s notice of the same, failing which, Party B shall be
deemed as material breach of the Contract, Party A is entitled to earlier
termination of the Contract.

    4.           If
Party B does not submit to the management of Party A or does business in excess
of the agreed scope without the prior consent of Party A or otherwise in
contravention of the provisions of the Contract during the term hereof, Party A
is entitled to earlier termination of the Contract and withhold all or part of
the security paid by Party B as the penalty.

    5.           If
Party B fulfils all of its obligations under the Contract, Party A will refund
the security to Party B 180 days without accrued interest upon the expiration of
the Contract against the security receipt held by Party B.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              V.

            	
              Remuneration

            


    

    During
its business within the mall managed by Party A, Party B shall pay to Party A
for the services provided by Party A for Party B’s business and sales as well as
Party A’s materials used and consumed by Party B as the
remuneration.

    


    
      	
              VI.

            	
              Management
      of Business Premises

            


    

    
      	
              1.

            	
              Party
      A shall provide business premises together with primary auxiliary
      facilities.

            


    

    
      	
              2.

            	
              Party
      A shall also be responsible for appropriate property management services,
      including but not limited to the installation and maintenance services
      concerning the ceiling, common walkways, sanitary facilities, central air
      conditioning, lighting, electrical outlets and other public facilities to
      ensure that they are reasonably fit for regular use by Party
      B.

            


    

    
      	
              3.

            	
              In
      the event that Party B intends to carry out certain decoration necessary
      for the Business Premises before its entry into the site or within its
      business term therein, it shall provide the design program and the style
      of displayed articles in the Premises to Party A prior thereto, together
      with the duration that such decoration is expected to last, which shall be
      confirmed by Party A in writing.  Party B must complete such
      decoration on schedule.  Additional expenses should be added if
      Party B, during such decoration period, has used the premises, counters,
      storehouses, additional lighting which have been provided and decorated by
      Party A.

            


    

    
      	
              4.

            	
              With
      respect to the mall structure, equipments, and other facilities, if Party
      A or any other occupier of its mall suffers any loss which in any way
      arises out of the activities of Party B or its agent, employee, Party B
      shall be solely liable for compensation thereof.  Party B shall
      indemnify and hold harmless Party A against any loss, action, suit, claim
      and expenses arising therefrom.

            


    

    
      	
              5.

            	
              If
      any of the equipments or facilities provided by Party A to Party B fails
      or runs abnormally, Party B shall immediately notify Party A of the
      same.  Maintenance charges for damages as a result of Party B’s
      improper operation shall be borne by Party
B.

            


    

    
      	
              6.

            	
              Party
      A shall supply the water, electricity as necessary for regular
      business.  If Party B has any special requirements, the costs of
      water, electricity, gas, telecommunication actually incurred during the
      business shall be calculated according to the readings on the water,
      electricity and gas meters installed individually and the standards set
      forth by the government.  The costs of the above shall be paid
      by Party B following its receipt of the payment notice sent by Party A on
      a monthly basis.

            


    

    


    
      	
              VII.

            	
              Management
      of Joint Sales Articles

            


    

    
      	
              1.

            	
              Party
      B shall abide by the articles management rules set out by Party
      A.

            


    

    
      	
              2.

            	
              Party
      B shall sell the articles within the limitation as set forth in the
      Appendix hereto and no addition or alteration is allowed without Party A’s
      consent.  No newly added items and brands of the articles shall
      be allowed without Party A’s prior consent and Party A is entitled to stop
      any of such activities.  All articles should be sold and
      displayed under the unified price tag set by Party
  A.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              As
      to the discount sales or promotions launched by Party A, Party B shall not
      cheat Party A and consumers by intentionally raising the prices and then
      applying the discount or special offer to meet the requirements by Party
      A.  Upon verification of such fraudulent activities, Party A
      will deduct double original price as a penalty from the security and Party
      B will be liable for compensation to the consumer by means of “one for
      return, another for compensation” or
otherwise.

            


    

    
      	
              4.

            	
              Party
      B warrants providing the latest and best commodities to the counters set
      up at the Business Premises and also replace any defective, damaged, or
      unmarketable commodities in a timely
manner.

            


    

    
      	
              5.

            	
              The
      display of Party B’s commodities shall remain aesthetically acceptable,
      eye-catching, enriched in categories and
  well-supplied.

            


    

    
      	
              6.

            	
              Party
      B warrants that the name of its counters and the names, trademarks,
      patents of the commodities it has displayed and sold at the business
      premises must be lawful, in compliance with the provisions under the
      appropriate laws, regulations, rules and ordinances and shall not infringe
      upon such lawful rights and interests as rights to trademark, patent,
      copyright and right of agency.  Party B shall not display or
      sell prohibited, illegal goods or provide illegal
      services.  Party B shall on its own risks be liable for any
      consequences by violation of any of the above provisions.  In
      addition to compensation of any loss, injury caused to consumers, Party B
      shall also compensate Party B for any expenses and losses suffered by
      Party A.

            


    

    
      	
              7.

            	
              In
      case any trademark of the commodity traded by Party B is asserted by
      governmental authority to commit or possibly commit an infringement, Party
      B should immediately remove such commodity off the counter and have it
      taken into custody by Party A.  Unless and until Party B can
      prove the legitimacy of such trademark of the commodity to the competent
      authority and obtain the approval, will Party B restore the display and
      sales of such commodity in the mall.  Party A will not be liable
      for any losses of Party B incurred during the period that such commodity
      is removed from the counter and the custodian expenses during such period
      will also be borne by Party B.  Party B shall also assume all
      responsibilities and costs in connection with any losses suffered by Party
      A by reason of such activities of Party B, if
  any.

            


    

    
      	
              8.

            	
              Party
      B warrants that the quality of each commodity it provides will meet
      appropriate technical standards, comply with all appropriate laws and
      regulations and government rules. Party B allows Party A to conduct
      inspection upon the quality of the commodities.  In this
      respect, Party B agrees to accept the inspection, guidance and consultancy
      services carried out by the QA professionals appointed by Party A and to
      share relevant costs within its
liability.

            


    

    
      	
              9.

            	
              Party
      B warrants that it will provide consummate after-sales services and the
      commodities it has sold to the consumers will enjoy the services of “3-R”,
      i.e., warranties for return, replacement and
  repair.

            


    

    
      	
              10.

            	
              Party
      B shall be liable for compensation if the commodities it has sold or the
      services it has provided impair the rights and interests of the consumers
      or have any adverse effect upon the consumers after the use
      thereof.  As to the losses that Party A has suffered thereby,
      including losses in property and reputation, Party B shall compensate
      Party A and assume all
expenses.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Party
      B shall be responsible for storage of the commodities Party B has stored
      in the warehouses of Party A.  The access of commodities must
      comply with the regulations of Party
A.

            


    

    


    
      	
              VIII.

            	
              Management
      of the Mall

            


    

    
      	
              1.

            	
              Party
      B shall be responsible to obtain all necessary licenses, approvals, or
      permits (if required) from competent governmental authorities and provide
      one (1) copy of all documents (sealed by the common seal of the company)
      to Party A for its record (except the Commodities Inspection Report, which
      should be provided in original).  Party B shall warrants that
      such licenses, approvals, or permits must be legal and valid within the
      joint sales period, and its business activities must comply with the
      provisions of such licenses, approvals or permits in all
      respects.

            


    

    
      	
              2.

            	
              As
      Party A is responsible for the management of this mall, Party B shall
      submit to the management of Party A and shall strictly observe the
      Suppliers Guidelines (see Appendix).  Once any activity of Party
      B is found in contravention of the Code, Party B will be deemed as
      breaching the Contract, which will entitle Party A to terminate the
      Contract with immediate effect and reserve its right to investigate Party
      B’s legal liabilities.

            


    

    
      	
              3.

            	
              Party
      B shall comply with the State laws, regulations and other relevant
      provisions while doing business within the
mall.

            


    

    
      	
              4.

            	
              Party
      B shall not sublease or subcontract the counters within its Premises to
      any third party and such counters can only engage in retail sales, not in
      wholesale business.

            


    

    
      	
              5.

            	
              Party
      B shall abide by Party A’s rules in business hours and shall not close its
      business within Party A’s business hours unless otherwise provided by
      Party A.

            


    

    
      	
              6.

            	
              Cash
      collection must comply with the rules and regulations of Party A, that is
      to say, cash collection must be conducted by Party A unitedly while Party
      B’s sales person shall have no right to receive any cash, to decline or
      avoid to issue the cash register receipt by giving some excuse, or to use
      cash register receipt of another party.  The invoice shall be
      issued by Party A’s cashier against the sales documents.  If any
      of the above is violated by Party B, the Contract shall be
      terminated.

            


    

    
      	
              7.

            	
              In
      the case that customer pay by credit card, Party B requires Party A to
      provide such services as liaison with various credit card issuers, process
      of credit card bills and vouchers as well as such consumptions as of
      electricity, telecoms, materials during the use of credit cards by
      customers.  Party B will bear a certain amount of services
      charges, which will be withheld by Party A prior to the payment to Party
      B.

            


    

    
      	
              8.

            	
              Party
      B shall assume all risks relating to its commodities and properties at the
      Business Premises.  It shall purchase the appropriate insurance
      at its sole cost.  If Party B does not purchase the insurance or
      the insurance amount is not sufficient to cover the losses and damages
      which might cause to its commodities and properties, any losses or damages
      arising out of any events whatsoever will be at Party B’s
      risk.

            


    

    
      	
              9.

            	
              Any
      display by Party B of the trade name, any other ads or announcement within
      the mall or the counters shall be subject to Party A’s prior written
      consent.

            


    

    
      	
              10.

            	
              Party
      A may, in accordance with the overall layout of the commodities inside the
      mall, have the right to adjust Party B’s business area and location;
      provided, however, that Party B should be notified prior
      thereto.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              If
      Party B is required to use the package not provided by Party A, Party B
      must ensure that such package meets the national standards and the
      relevant costs and liabilities shall be borne by Party
  B.

            


    

    
      	
              12.

            	
              In
      the case that a customer raises a complaint against Party B’s commodity or
      service, Party A is entitled to settle such complaint according to the
      appropriate regulations.  Party B should unconditionally accept
      and submit to the settlement of such
complaint.

            


    

    
      	
              13.

            	
              In
      the case that any governmental authority or management department of units
      makes advices to rectify Party B’s business activities at the mall or the
      commodities or services provided by Party B or imposes any punishment
      thereupon, Party A is entitled to deal with or make decision upon such
      rectification advices or punishment.  Party B should submit to
      such settlement or decision.

            


    

    
      	
              14.

            	
              The
      layout of Party B’s commodities, as required by the management
      requirements of Party A, must not occupy any common area, public
      facilities of the mall.  No ads, hanging logos or words may be
      posted at the common areas of the mall.  Prior to written
      consent of Party A, Party B may not use any image, text of Party A’s
      trademark and trade name (i.e., “百盛”,
      “PARKSON”) or the trade name and logo of Party A’s mall in any way and for
      any purpose whatsoever.

            


    

    
      	
              15.

            	
              In
      view of the overall operation, investment attraction, advertising or
      commercial promotion of the mall, Party B permits Party A or Parkson Group
      to use the image, text of Party B’s trademark and trade name or the image
      of Party B’s counters and commodities for purpose of commercial promotion,
      investment attraction, advertising, signs, posters, brochures, and
      financial reports, etc.

            


    

    


    
      	
              IX.

            	
              Staff
      Management

            


    

    1.           The
staff delegated by Party B to Party A’s shopping mall shall be the employees
appointed by Party B through conclusion of legal and valid labor contract, who
receives salary, bonus, welfare and benefits from Party B on a regular basis,
holding Work Permits, Health Certificates, ID cards, and with prior approval by
Party A.  These staff shall meet the requirements of Party A’s
shopping mall in respect of service images and service
standards.  Party A will conduct management and supervision to the
staff delegated by Party B and will host training courses to them (portion of
training costs will be borne by Party B).

    2.           The
salary, bonus, welfare and benefits of the staff delegated by Party B to Party
A’s shopping mall shall be borne by Party B.  Party B shall pay the
said salary, bonus of these staff in a timely manner, failing which, upon the
report of its staff, Party A shall have the right to deduct a portion of the
settlement amount or security for the current period equal to the salary and
bonus which should have been paid to Party B’s staff.

    3.           The
staff delegated by Party B shall abide by Party A’s rules and
regulations.

    4.           If
any staff delegated by Party B defaults in respect of any management regulations
of Party A’s mall, Party B shall within three (3) days of the notice sent by
Party A replace such staff or within twenty-four (24) hours in serious
cases.  Party B shall be held jointly and severally liable for the
activity of its staff which has adversely affected Party A’s reputation or has
impaired Party A’s legal interests.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    5.           In
case Party B intends to delegate its officers or technical staff for management
of its counter commodities or to hold any training courses to its delegated
staff or delegate staff temporarily for commercial promotion, Party B shall
consult with Party A upon the number and time of such
delegation.  Staff delegated as such must abide by the regulations of
the mall.

    6.           In
case any personal injury or damages to property caused to the consumers or other
persons by reason of the activity of Party B, its agent, assignee, employee,
Party B shall be responsible for such injury of damages and compensate Party A
for any losses and other fees incurred thereby.

    7.           Party
B shall not replace or change its staff unless it has notified Party A of the
same and obtained Party A’s consent.

    8.           If
Party B's staff fails to go through the separation procedures and return the
keys of locker, the uniform, and other stuff which should be handed over within
seven (7) days of the separation, Party A is entitled to deduct the appropriate
fees from Party B’s amount receivable.

    


    
      	
              X.

            	
              Advertisement
      and Promotion

            


    

    1.           Party
A shall be responsible for the preparation of the advertisements and art works
of the shopping mall and shall assist Party B with the commodities
promotion.

    2.           Party
B shall use its best efforts to cooperate with Party A in various advertisements
and promotions provided by Party A and share the costs and expenses thereof to
seek mutual development and benefits.  The sharing of costs and
expenses shall be negotiated by the Parties prior thereto.

    3.           Party
B shall cooperate with Party A to carry out the annually held promotional
activities, to grant discount and promotional service charges to the commodities
supplied by it.  Promotional service charges and the amount thereof
will be negotiated. (see Appendix for more details)

    4.           With
respect to other promotional activities than those listed under Article 3, both
Parties shall negotiate on the price discounts and promotional service
charges.

    5.           With
respect to various discount cards, coupons, or credit cards issued by Party A
during its promotional activities, Party B shall fully cooperate with Party A
and agree to use the same, granting discounts per Party A’s
regulations.  The portion of such discounts will be negotiated by both
Parties.

    6.           Party
B shall not categorize high discount rate commodities into low discount rate
commodities, failing which, Party A is entitled to deduct from the security an
amount equal to 10 times of the amount of illegal sales as a
penalty.

    7.           When
Party B plans to carry out promotional activities on a case-by-case basis, it
shall obtain Party A’s prior written consent.

    8.           Party
B shall provide to Party A the molds, samples, models, specifications, technical
instructions, manuals and other advertising tools, relevant information of its
commodities sold at Party A’s mall free of charge to promote the sales of its
commodities in the mall.

    9.           When
Party B plans any discount sales of its commodities or services at other mall
counters, shops, chain stores, it shall notify Party A of the same prior thereto
and shall have its counter commodities at Party A’s mall enjoy the same
favorable terms.

    


    
      	
              XI.

            	
              Termination

            


    

    
      	
              (I)

            	
              Under
      any of the following circumstances, Party A shall have the right to
      terminate the Contract:

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              1.

            	
              Party
      B fails to achieve the sales target (see Appendix) for accumulative three
      (3) months or consecutive two (2)
months;

            


    

    
      	
              2.

            	
              The
      quality, particulars of commodities sold by Party B fails to meet Party
      A’s requirements;

            


    

    
      	
              3.

            	
              Party
      B withhold sales amounts without Party A’s
  consent;

            


    

    
      	
              4.

            	
              Party
      B suspends its business or dismantle its counters without Party A’s
      consent;

            


    

    
      	
              5.

            	
              Party
      B assigns its rights and obligations hereunder to any third party or
      jointly run the Premises with any third party, or participate in any
      activity which has adverse effect on Party A’s interests without Party A’s
      consent;

            


    

    
      	
              6.

            	
              Party
      B commits any illegal business activities by utilizing the Premises or
      circumstance in violation of the laws and regulations
    exists.

            


    

    
      	
              7.

            	
              Party
      B does not submit to Party A’s management or seriously breach its
      obligations hereunder;

            


    

    
      	
              8.

            	
              Any
      other circumstances under which the Contract shall be terminated
      designated hereunder.

            


    

    Party A
shall notify Party B in writing upon termination of the Contract under any of
the above circumstances.  Party B shall, on the following date of
receipt of the said notice, clean up and return the Business Premises as per
Article 14 herein, settle all costs and expenses, and assume liability for
breach of the Contract and the compensation therefor.

    


    
      	
              (II)

            	
              If
      any of the following circumstances has occurred to either party, the other
      party shall have the right to terminate the
  Contract:

            


    

    
      	
              1.

            	
              Either
      party is in the situation of abnormal business, bankruptcy, or
      winding-up;

            


    

    
      	
              2.

            	
              Either
      party is unable to continue its business as its assets is attached or
      enforced by the court;

            


    

    
      	
              3.

            	
              The
      Contract cannot be normally performed due to the State
    policy.

            


    

    


    
      	
              (III)

            	
              Force
      Majeure

            


    

    If the
safe use of Business Premises is directly affected or Party B is unable to do
business by an event of force majeure such as earthquake, typhoon, flood, fire,
war and any other unforeseen and the occurrence and consequence of which cannot
be prevented or avoided, and the Contract is prevented from performance, the
Parties may terminate the Contract and neither party will be liable for breach
of the Contract.  Following the settlement of all payment, Party A
shall refund the balance of security to Party B free of interest.

    


    
      	
              XII.

            	
              Liability
      for Breach of the Contract

            


    

    
      	
              1.

            	
              Either
      party in breach of the Contract shall be liable for breach of the
      Contract.

            


    

    
      	
              2.

            	
              If
      the circumstance falls within the first paragraph of Article 11 herein,
      Party A shall have the right to withhold the security as a penalty and
      Party B shall make up the balance in case the loss suffered is more than
      the security.

            


    

    
      	
              3.

            	
              If
      Party B removes the counters or suspends its performance of the Contract
      without Party A’s consent, Party A shall, in addition to withholding Party
      B’s security as a penalty, demand Party B to compensate in an amount of
      the commission based on the agreed discount rate (the rate to achieve the
      sales target) as per the total amount of the sales target within the
      remaining term hereof.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              If
      Party B retains the sales amount and Party A decides not to terminate the
      Contract, Party B shall pay to Party A 100 times of the retained sales
      amount as a penalty.

            


    

    
      
        	
                5.

              	
                If
      Party B fails to complete the decoration at the Business Premises on
      schedule, which affects the normal business of Party A’s mall, for each
      day of delay, Party B shall pay to Party A the late charges in an amount
      of RMB ____________.

              


      

    

    
      	
              6.

            	
              If
      Party B fails to enter into the site on the following date of the delivery
      of the Business Premises, Party B will be deemed as in breach of the
      Contract.  Party A is entitled to terminate the Contract without
      any liability.

            


    

    


    
      	
              XIII.

            	
              Settlement
      upon Termination of the Contract

            


    

    
      	
              1.

            	
              Party
      B shall remove all of its commodities and equipments (hereinafter,
      “Articles”) from the Business Premises and counters and restore the
      Business Premises on the date following the termination of the
      Contract.  If Party B fails to perform its obligation as above
      and the Articles are still remained in the Premises, Party A shall have
      the right deal with these Articles in any of the following
      ways:

            


    

    
      	
              (1)

            	
              Party
      B is deemed to waive its title to these Articles; therefore, Party A is
      entitled to unilaterally remove or dismantle the Articles and can handle
      them in any way whatsoever.  The costs incurred thereby and the
      risks of the losses or damages to the Articles will be assumed by Party
      B;

            


    

    
      	
              (2)

            	
              Party
      A may also unilaterally consign these Articles remained by Party B at the
      Premises to the notary agency and store them in some other place after
      these Articles are notarized.  If Party B fails to claim its
      title to these Articles after one (1) month of storage or fails to settle
      the unpaid amounts, Party A shall have the right to deal with the stored
      Articles.  Party A’s act to deal with the stored Articles shall
      be deemed as being authorized by Party B and Party B has already waived
      its right to defense.  The proceeds obtained by Party A after
      dealing with the stored Articles will be exhausted to pay the costs
      incurred by notarization, storage, dealing with Articles, and any other
      outstanding payments that Party B owes to Party
  A.

            


    

    
      	
              2.

            	
              Party
      B shall pay in full the costs during the term hereof within seven (7) days
      upon the termination of the Contract.  If Party B fails to pay
      any costs (including those as described in the first paragraph of this
      Article), Party A is entitled to deduct it from the security paid by Party
      B and refund the balance to Party B.  If the security is
      insufficient to cover the above payment, Party B will make up the balance
      of outstanding payment.  If the circumstance falls within the
      first paragraph of Article 11 herein, Party A shall have the right to
      withhold the security as a penalty.

            


    

    
      	
              3.

            	
              If
      Party B fails to perform all of its obligations hereunder pursuant to the
      duration and particulars set forth in the first and second paragraph of
      this Article, Party A is entitled to seize Party B’s commodities, other
      properties or any amount due and payable to Party A as a
    lien.

            


    

    
      	
              4.

            	
              Party
      A will settle the sales amount of the last month during the term hereof
      within three (3) months (six (6) months in case of special commodities,
      such as cashmere products, leather garments) upon termination
      hereof.  Such amount shall be deducted the after-sales costs
      paid in advance by Party A for Party B incurred by return and replacement
      of the commodities.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              XIV.

            	
              Settlement
      of Disputes

            


    

    Any and
all disputes arising out of or in connection with the performance of the
Contract shall be settled through friendly consultation, failing which, the
dispute may be brought to the People’s Court having the jurisdiction where Party
a is located.

    


    
      	
              XV.

            	
              The
      Contract is governed by and construed in accordance with the appropriate
      laws and regulations of the People’s Republic of
  China.

            


    

    
      	
              XVI.

            	
              No
      failure by Party A to exercise, and no delay on its part in exercising any
      right hereunder will operate as a waiver hereof, nor shall any single or
      partial exercise of any right hereunder preclude any
  other

            


    

    
      	
              XVII.

            	
              The
      rights and obligations of Party A and Party B hereunder shall not
      constitute any partnership.

            


    

    
      	
              XVIII.

            	
              The
      notice required under the Contract shall be in
  writing.

            


    

    
      	
              XIX.

            	
              If
      the agent, employee assigned by Party B has any breaching activity, it
      shall be deemed as Party B in breach of the
  Contract.

            


    

    
      	
              XX.

            	
              The
      stamp tax generated by the Contract shall be borne by both parties in
      accordance with the relevant
regulations.

            


    

    
      	
              XXI.

            	
              The
      Parties shall keep in confidence of the provisions of the Contract,
      business information and trade secrets of the other
  party.

            


    

    
      	
              XXII.

            	
              The
      provisions of the Contract shall have the same binding effect upon the
      statutory assignee or successor of the rights and obligations of both
      Parties.

            


    

    
      	
              XXIII.

            	
              The
      provisions of the Contract can be severable.  If any provision
      is held invalid, the validity of the remaining provisions shall not be
      affected thereby.

            


    

    
      	
              XXIV.

            	
              The
      Contract shall be prepared in three (3) counterparts, with Party A holding
      two (2) counterparts and Party A holding one (1)
      counterpart.  The Contract will come into force when duly
      executed and sealed by both Parties
hereto.

            


    

    
      	
              XXV.

            	
              Any
      Appendix to or supplementary agreement of the Contract shall be an
      integral part hereof and shall have the same legal force as the
      Contract.

            


    

     

    
      
        	
                Party
      A:

              	
                Party
      B:

              
	
                Authorized
      Representative:

              	
                Authorized
      Representative:

              
	
                (Person-in-charge)

              	
                (Person-in-charge)

              
	 
      	 
      
	
                Date
      of Execution: _____

              	
                Date
      of Execution: _____

              


      

    

      

    
      
         


      

      
        11