Fifth Season International Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

Merchant Authorize Agency Service Contract Entered by and
between Zhejiang Longding 
Holdings Group Co., Ltd and
Hangzhou the Fifth Season General Merchandise Investment

Management Co., Ltd.

Party A: Zhejiang Longding Holdings Group Co., Ltd


Party B: Hangzhou The Fifth Season General
Merchandise Investment Management Co., Ltd 

General Information of the Project 

	Project Name: Longding Yuyuan International Brands Street
  
	Location: Both sides of Pingshan Street, East of Tiyu Road, Jiashan City
  
	Scheduled Open Date: Before December 31, 2009 in South District, Before
  October 1, 2010 in North District 


Main Content of Authorization 

	Aggregate Authorized Area for Merchant: 22800 sq.m
  
	Authorizing Scope for Merchant: All the business rooms in the South
  District and North District (except the rooms for property management)
  
	Authorization Term: The term is a year and a half for Party B to complete
  the merchant mission and since the contract was signed 


Main Content of Service 

	Party B is in charge of completing the merchant mission according to the
  authorizing scope, planning the merchant work generally, leading works of
  marketing researching, operation type fixing, brand type fixing, merchant
  price, merchant strategy, merchant organization, planning and operation
  merchant activities.
  
	Party B supervises and assists the preparation of merchant materials,
  including designing and making merchant leaflets, agreements.
  
	Merchant advertises and activities regarding the publicity of the project
  are planned by Party B. Party B would be in charge of the organization and
  operation of the planning after approved by Party A.
  
	Tenant Agreements under this contract would be entered by Party B and the
  operators. 





Fees and Mode of Payment 

	Party A shall pay RMB 1,600,000 Yuan as the fees of the project, including
  the brand using fee of Party B, wages, travel expense, travelling allowance,
  project dinner fee, promotion expenses and etc.
  
	Party A would pay to Party B RMB 200,000 Yuan 3 weekdays since the
  contract was singed
  
	Party A would pay to Party B RMB 300,000 Yuan since Party B reach 50% of
  the merchant target and 20% of the clients entered into the area and started
  to decorate.
  
	Party A would pay to Party B RMB 300,000 Yuan since Party B reach 70% of
  the merchant target and 30% of the clients entered into the area and started
  to decorate.
  
	Party A would pay to Party B RMB 500,000 Yuan since Party B reach 80% of
  the merchant target and 50% of the clients entered into the area and started
  to decorate.
  
	Party A would pay the residual balance to Party B since 70% of the clients
  entered into the area and started to decorate and started operation in the end
  of the year of 2009. 


Rent Price & Agency Commission 

	The rent price is decided by Party B.
  
	The agency commission would be determined by the contract according to
  particular cases. 


Breach of the Contract 

	When any Party of the contract breaches the contract and led the
  performance of the contract unavailable, the breach party shall bear the
  responsibility of breach of the contract, pay the damages to the observant
  party.
  
	If the breach party is Party A, except the project fees, Party A shall pay
  RMB 100000 Yuan to Party B as damages.
  
	If the breach party is Party B, Party B shall pay RMB 100000 Yuan to Party
  A as damages. Party A could refuse to pay the residual balance and Party B
  should return the project fees to Party A, which had been paid already by
  Party A. 


Headlines of the articles omitted

	Notice on Taxes and Bills
  
	Notice on Logistics Intellectual Property 
	Rights and Obligations of Party A & Party B
  
	Performance of the Contract & Confidentiality Clause
  
	Force Majeure
  
	Dispute Settlement
  
	Validity, Relieve, Modification and Termination of Contract
  
	Miscellaneous 



Party A: Zhejiang Longding Holding Group Co., Ltd. 

By: /seal/ Zhejiang Longding Holding Group Co., Ltd.\ 

Date: September 29, 2009 

Party B: Hangzhou The Fifth Season (Jiashan) Investment & Management
Co., Ltd. 

By: /seal/ Hangzhou The Fifth Season (Jiashan) Investment & Management Co.,
Ltd. 

Date: September 29, 2009 


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