Fifth Season International Inc.: Exhibit 10.10 - Filed by newsfilecorp.com






Exhibit 10.10

Cooperative Business Operation Contract

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

Party B: He Haiming & Yang Xiaodong


General Information of the Project 

	Party A would register a new company mainly in business scope of operating
  karaoke entertainment in Jiashan, Zhejiang Province.
  
	The new company registered by Party A shall be operated by Party A and
  Party B jointly.
  
	Party A shall provide a self-owned real estate at least 7000 sq.m as the
  place for business operation.
  
	The total investment of the project is RMB 5,000,000 Yuan temporarily.
  Party A would contribute RMB 3,500,000 Yuan, Party B would contribute RMB
  1,500,000 Yuan, and other residual investment would be paid by Party A.
  
	The term of cooperative business operation is 5 years since the registered
  date of the company. The Parties shall sign a new cooperative business
  operation contract 1 month before the terminate date of the original contract
  when the cooperation would be extended by the Parties. Party B has the
  priority of cooperative business operation. 


Arrangement on Share Distribute 

	During the term of cooperative business operation, Party A holds 60% as
  the share proportion and Party B holds 40%.
  
	Any Party shall notice the other when the Party is going to transfer its
  share to a third one. The other Party has the priority of acquiring the
  transferred share under equal conditions. The share transaction would be
  invalid if the notice is not issued. 


Rights & Obligations of Party A 

	Party A shall offer the self-owned operation place no more than 7 days
  since the contract was signed. 









	
Party A is in charge of the planning and management of the investment for the incorporation, decoration and operation of the company.
	
Party A is entitled to supervise Party B’s activities on incorporation, decoration and operation of the company.
	
Party A shall assist Party B to handle the issues about the company’s business license, permission licenses and etc.



Rights & Obligations of Party B 

	
Party B is in charge of handle the issues about the company’s business license, permission licenses and etc.
	
Party B is in charge of the formulation of the management establishment and in charge of the training and assessment of the staff,
	
Party B is in charge of the formulation of the price structure and service examine strandard.
	
Party B is in charge of the maintenance of the operation place, equipments and institutions, which could not be changed, altered or replaced by Party B without the written consent issued by Party A.
	
Party B could not be engaged in any same or similar industries without the written consent issued by Party A.



Business Operation & Management Organ 

	
The new company would set up the establishment that the general manager would be in charge of the operation and management of the company. Party B would be on the position, and the term of a general manager would be 5 years. Party B is in charge of
the new company’s oral operation and management to ensure the profit planning jointly made by Party A and Party B could be completed.



Profit Distribution 

	
All of the net profit gained during the early-time of the new company’s operation shall be used to return the Parties investment and the relevant interest. The annual interest is 12%.



Headlines of the articles omitted 



	Finance & Accounting
  
	Liquidation of the new company
  
	Validity, Modification and Termination of Contract
  
	Force Majeure
  
	Dispute Settlement
  
	Miscellaneous 



Party A: Tengzhou Xinxing Property Development Co., Ltd. 1st Branch 

By: /seal/ Tengzhou Xinxing Property Development Co., Ltd. 1st Branch 

Date: July 15, 2010 

Party B: Tengzhou the Fifth Season Enterprise Management Co.,
Ltd. 

By: /seal/ Tengzhou the Fifth Season Enterprise Management Co., Ltd. 

Date: July 15, 2010


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