Fifth Season International Inc. - Exhibit 10.29 - Filed by
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Exhibit 10.29

Fifth Season International Inc. 

COO AND DIRECTOR’S CONTRACT 

THIS AGREEMENT (the “Agreement”) is made as of the
22nd day of October, 2010, and is by and between Fifth Season
International Inc., a Delaware corporation (hereinafter referred to as
“Company”) and Xiaolei Xing (hereinafter referred to as the “COO”). 

BACKGROUND 

The Board of Directors of the Company desires to appoint
Xiaolei Xing as the chief executive officer of the Company and as a director of
the Company and to have COO perform the duties of chief executive officer and
director, and COO desires to be so appointed for such positions and to perform
the duties required of such positions in accordance with the terms and
conductions of this Agreement and applicable Delaware Corporation law. 

AGREEMENT 

In consideration for the above recited promises and the mutual
promises contained herein, the adequacy and sufficiency of which are hereby
acknowledged, Company and COO hereby agree as follows: 

1. DUTIES. The Company requires that COO be available to
perform the duties of chief executive officer and as an inside (non-independent)
director as described in the Company’s Handbook for Prospective Directors and
such other duties customarily related to these positions as may be determined
and assigned by the Board of Directors of the Company and as may be required by
the Company’s constituent instruments, including its certificate or articles of
incorporation, bylaws and its corporate governance and board committee charters,
each as amended or modified from time to time, and by applicable law, including
the Delaware Corporation Law. COO agrees to devote as much time as is necessary
to perform completely the duties as chief operating officer and as a director of
the Company, including duties as a member of such committees as COO may
hereafter be appointed to. The COO will perform such duties described herein in
accordance with the general fiduciary duties of officers and directors arising
under the Delaware Corporation Law. 

2. TERM. The term of this Agreement shall commence as of
the date of the consummation of the reverse merger transaction between the
Company and Dynasty Energy Resources, Inc., a Delaware incorporated company, and
shall continue until the COO’s removal or resignation from all executive
positions with the Company. 

3. COMPENSATION. The COO is and shall be compensated by
the Company for all services provided to the Company in accordance with the
terms of a separate employment agreement dated as of October 22, 2010 between
the Company and the COO. The COO shall also be eligible to receive such other
compensation, and to participate in such other Company executive benefit plans,
as is determined by the Company’s Board of Directors (including in any such
determination the affirmative vote or consent of a majority of the Company’s
independent directors). 




4. EXPENSES. In addition to the compensation provided in
paragraph 3 hereof, the Company will reimburse COO for reasonable and necessary
business related expenses incurred in good faith in the performance of COO’s
duties for the Company. Such payments shall be made by the Company upon
submission by the COO of a signed statement itemizing the expenses incurred.
Such statement shall be accompanied by sufficient documentation to support the
expenditures. 

5. CONFIDENTIALITY. The Company and COO each acknowledge
that, in order for the intents and purposes of this Agreement to be
accomplished, COO shall necessarily be developing and obtaining access to
certain confidential information concerning the Company and its affairs,
including, but not limited to business method, marketing and sales plans and
strategies, information systems, financial data and strategic plans which are
unique assets of the Company (“Confidential Information”). COO covenants not to,
either directly or indirectly, in any manner, utilize or disclose to any person,
firm, corporation, association or other entity any Confidential Information
during the Term and for a period of 60 months thereafter. 

6. NON-COMPETITION. During the Term and for period of
thirty-six (36) months following the end of the Term (the “Restricted Period”),
the COO shall not, directly or indirectly, unless otherwise approved by the
Company’s Board of Directors (including in any such approval the affirmative
vote or consent of a majority of the Company’s independent directors): 

	 	(i) 	
      in any manner whatsoever engage in any capacity in any
      business competitive with the Company’s current lines of business (which
      comprise the design, development, marketing, sale, production and
      distribution of women’s apparel) or any business currently proposed to be
      engaged in by the Company, any of its subsidiaries (including the Company)
      or by any Company-controlled affiliates, with business currently proposed
      to be engaged in determined by reference to those future business
      developments described in the Dynasty Energy Resources, Inc. offering
      disclosure materials to investors in its private placement consummated
      concurrently with the reverse merger transaction between the Company and
      Dynasty Energy Resources, Inc. (collectively, the “Company’s Business”)
      for the COO’s own personal benefit or for the benefit of any person or
      entity other than the Company or any subsidiary or Company-controlled
      affiliate; or

	 	 	 
	 	(ii) 	
      have any interest as owner, sole proprietor, shareholder,
      partner, lender, director, officer, manager, employee, consultant, agent
      or otherwise in any business competitive with the Company’s
    Business;



provided, however, that 

	 	(A) 	
      the COO may hold, directly or indirectly, solely as an
      investment, and with no role in operations or management, not more than
      five percent (5%) of the outstanding securities of any person or
    entity notwithstanding the fact that such person or entity is
      engaged in a business competitive with the Company’s Business;



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	 	(B) 	
      family relatives of the COO may own, control and manage
      the business of the company without such activities being attributed to
      the COO, provided COO is at all time in compliance with the terms and
      conditions of the Non-Competition Agreement between it and the
    Company.



In addition, during the Restricted Period, the COO shall not
publicize, market or otherwise associate himself and/or his name, Xiaolei Xing
or any derivative of her name, whether in Chinese or English, in connection with
the development or marketing of any trademarks, designs or any other property
for use in the Company’s Business on behalf of any person or entity other than
the Company, its subsidiaries and Company-controlled affiliates. 

7. NON-SOLICITATION OF EMPLOYEES. During the Term and
during the Restricted Period, the COO shall not, directly or indirectly, solicit
the employment of, or offer employment to, any individual who is or was at any
time within the 12 months preceding such solicitation or such offer an employee
or full-time consultant to the Company or to any subsidiary or
Company-controlled affiliate, provided, however, that general advertising to
hire employees not directed to any specific individual shall not be deemed
solicitation of employment for purposes of the foregoing.

8. ENFORCEMENT OF RESTRICTIVE COVENANTS; SPECIFIC
PERFORMANCE. It is expressly understood by and between the Company and the
COO that the covenants contained in Sections 5, 6 and 7 are an essential element
of this Agreement and that but for the agreement by the COO to comply with these
covenants and thereby not to diminish the value of the organization and goodwill
of the Company or any Company-controlled affiliate or subsidiary of the Company,
including relations with their employees, clients, customers and accounts, the
Company would not enter into this Agreement or permit the Company or any other
subsidiary to enter into compensatory arrangements with the COO. If, any time,
the provisions of Sections 5, 6 or 7 shall be determined to be invalid or
unenforceable by reason of being vague or unreasonable as to area, duration or
scope of activity, such Section shall be considered severable and shall become
and shall be immediately amended solely with respect to such areas, duration and
scope of activity as shall be determined to be reasonable and enforceable by the
court or other body having jurisdiction over the matter and the COO hereby
agrees that such Section as so amended shall be valid and binding as though any
invalid or unenforceable provision had not been included herein. Except as
provided in Sections 5, 6 or 7, nothing in this Agreement shall prevent or
restrict the COO from engaging in any business or industry in any capacity.
Without intending to limit the remedies available to the Company or its
affiliates or subsidiaries, the COO hereby agrees that damages at law would be
an insufficient remedy to the Company or its affiliates or subsidiaries in the
event that the Executive violates any of the provisions of Section 5, 6 or 7,
and that, in addition to money damages, the Company or its affiliations or
subsidiaries may apply for and, upon the requisite showing, obtain injunctive
relief in any court of competent jurisdiction to restraint the breach or
threatened breach of or otherwise to specifically enforce any of the covenants
contained in Section 5, 6 or 7. 

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9. ENFORCEMENT OF OBLIGATIONS TO, AND RIGHTS OF, OPERATING
COMPANY AND OTHER SUBSIDIARIES. The COO acknowledges and agrees that the
COO’s duties and obligations to, and the rights of, the Company’s subsidiaries,
including the Company, under the COO’s employment agreement with the Company or
with the Operating Company, are of material importance to the Company, and that
the Company has a significant and continuing interest in the enforcement of
those obligations and duties and assertion of the Operating Company’s rights
under those agreements. Therefore the COO agrees that the Company shall be
entitled to enforce those rights on behalf of the Company as if the Company were
a direct party to those agreements, and the COO waives any right to object to
the Company’s standing to appear in any proceeding, whether in the People’s
Republic of China or elsewhere, in lieu of, or in addition to, the Company. 

10. ARBITRATION. Except as provided in Section 8, and
except to the extent not permitted by applicable local law for all enforcement
proceedings on behalf of any subsidiary pursuant to Section 9, all
controversies, claims or disputes arising out of or relating to this Agreement
shall be settled by binding arbitration under the applicable rules of
Arbitration in Delaware, as the sole and exclusive remedy of either party, and
judgment upon such award rendered by the arbitrators(s) may be entered in any
court of competent jurisdiction. The costs of arbitration shall be borne by the
unsuccessful party or otherwise as determined by the arbitrators in their
discretion. 

11. TERMINATION. With or without cause, the Company and
COO may each terminate this Agreement at any time upon ten (10) days written
notice, and the Company shall be obligated to pay to COO the compensation and
expenses due up to the date of the termination. If the COO voluntarily resigns
prior to December 31st of any year, the Company shall be entitled to
receive, upon written request by the Company, a prorated refund of the portion
of the Base Parent Holding Company Cash Compensation that relates to the period
after the termination date. Such written request must be submitted within ninety
(90) days of the termination date. Nothing contained herein or omitted herefrom
shall prevent the shareholder(s) of the Company from removing the COO as a
director with immediate effect at any time for any reason. 

12. INDEMNIFICATION. The Company shall indemnify, defend
and hold harmless COO, to the full extent allowed by the law of the State of
Delaware and as provided by, or granted pursuant to, any charter provision,
bylaw provision, agreement (including, without limitation, the Indemnification
Agreement executed herewith), vote of stockholders or disinterested directors or
otherwise, both as to action in COO’s official capacity and as to action in
another capacity while holding such office. 

13. EFFECT OF WAIVER. The waiver by either party of the
breach of any provision of this Agreement shall not operate as or be construed
as a waiver of any subsequent breach thereof. 

14. NOTICE. Any and all notices referred to herein shall
be sufficient if furnished in writing at the addresses specified on the
signature page hereto or, if to the Company, to the Company’s address as
specified in filings made by the Company with the U.S. Securities and Exchange
Commission. 

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15. GOVERNING LAW. This Agreement shall be interpreted
in accordance with, and the rights of the parties hereto shall be determined by,
the laws of the State of Delaware without reference to that state’s conflicts of
laws principles. 

16. ASSIGNMENT. The rights and benefits of the Company
under this Agreement shall be transferable, and all the covenants and agreements
hereunder shall inure to the benefit of, and be enforceable by or against, its
successors and assigns. The duties and obligations of the COO under this
Agreement are personal and therefore COO may not assign any right or duty under
this Agreement without the prior written consent of the Company. 

17. MISCELLANEOUS. If any provision of this Agreement
shall be declared invalid or illegal, for any reason whatsoever, then,
notwithstanding such invalidity or illegality, the remaining terms and
provisions of the within Agreement shall remain in full force and effect in the
same manner as if the invalid or illegal provision had not been contained
herein. 

18. ARTICLE HEADINGS. The article headings contained in
this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. 

19. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one
instrument. Facsimile execution and delivery of this Agreement is legal, valid
and binding for all purposes. 

20. ENTIRE AGREEMENT. Except as provided elsewhere
herein, this Agreement sets forth the entire agreement of the parties with
respect to its subject matter and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party to this
Agreement with respect to such subject matter. 

[Signature Page Follows] 

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IN WITNESS WHEREOF, the parties hereto have caused the Contract
to be duly executed and signed as of the day and year first above written. 

	 	FIFTH SEASON INTERNATIONAL
      INC. 
	 	  	  	  
	 	  	  	  
	 	By: 	  	/s/ Lianmo Wu 
	 	  	  	Name: Lianmo Wu 
	 	  	  	Title: President 
	 	  	  	  
	 	  	  	  
	 	  	  	  
	 	  	  	  
	 	By: 	  	/s/ Xiaolei Xing 
	 	  	  	Name: Xiaolei Xing 
	 	  	  	Address: 


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