ex10_1.htm


     

    
      Exhibit
10.1

      transfer
and change of control Agreement

      


      THIS TRANSFER AND CHANGE OF CONTROL
AGREEMENT (this “Agreement”) is made effective as of
the 17th day of
February, 2009, by and among Mr. Ming Lei (hereinafter referred to as
"Affiliate”), and Ms. Wanwen Su (hereinafter referred to as “Ms.
Su”).

      


      PRELIMINARY
STATEMENTS

      


      
        	
                 
      

              	
                A.

              	
                China
      International Tourism Holdings, Ltd. a Nevada corporation (CIHS) is a
      public company, which files reports pursuant to the Securities Exchange
      Act of 1934, and trades its common stock under the symbol, “CIHS” on the
      Over-the-Counter Bulletin Board.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Ms.
      Su is interested in taking control of CIHS. Ms. Su is desirous of
      obtaining an equity interest (“Equity Interest”), for the purpose of
      pursuing Ms. Su’s interest in obtaining control of CIHS. The Equity
      Interest are to be utilized by Ms. Su for the purpose of facilitating the
      transaction as set forth herein, inclusive of paying finders,
      facilitators, attorneys, accountants, and shareholders required to obtain
      such control.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Affiliate
      is desirous of placing CIHS under the control of Ms. Su, and as a part of
      such change of control is willing to transfer 2,636,000 shares of
      preferred stock (the “Preferred Stock”) to Ms. Su, in addition to
      nominating individuals as requested by Ms. Su to the Board of Directors of
      CIHS, and concurrent with such change of control, Affiliate will resign
      from the Board of Directors.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Within
      thirty (30) days of Closing, Chengkai Logistic Company, a corporation
      organized under the laws of the Peoples’ Republic of China shall become a
      wholly owned subsidiary of the
same.

              


      

      


      


      NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Affiliate and Ms. Su do hereby agree as follows:

      


      ARTICLE
I

      


      Change of Control and
Transfer of the Preferred Stock

      


      Section
1.01.  Change of
Control.  On the Closing Date and upon the terms and subject to
the conditions set forth herein, the Affiliate shall cause the following events
to occur:

      


      
        	
                (a)  

              	
                Affiliate
      shall discharge all financial obligations of CIHS through the payment to
      finders, attorneys, accountants, and any outstanding financial obligations
      of CIHS;

              


      

      
        	
                (b)  

              	
                Affiliate
      shall cause the transfer of 2,636,000 shares of preferred stock of CIHS,
      held in the name of Affiliate, to Ms.
Su;

              


      

      


      Section
1.02.  Nominee
Directors.  Prior to the closing Ms. Su shall provide Affiliate
with the name or names of Directors to be appointed to the Board of Directors of
CIHS.

      


      Section
1.03.   Resignation as Officer and
Director. Concurrent with Closing, Affiliate shall deliver a resignation,
wherein Affiliate resigns Affiliates position as both an Officer and Director of
CIHS.

      


      Section
1.03.  Time
and Place of Closing.  Subject to the satisfaction or waiver of
the conditions herein, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or before February 20, 2009
or at such time, date or place as Affiliate and Ms. Su may
agree in writing. In the event the transaction as contemplated by this Agreement
has not occurred by February 20, 2009, or there is not a specific written
agreement by the parties extending such time, then in that event such
transaction shall immediately terminate and this Agreement shall become null and
void and of no further force or effect.

      


      Section
1.04.  Delivery of the Preferred
Stock; Delivery of Closing Documents; Payment of Transactional Fees. At
Closing:

      


      
        	
                (a)  

              	
                Affiliate
      shall deliver to Ms. Su’s counsel the certificate(s) representing the
      Preferred Stock, duly endorsed in blank or accompanied by stock powers
      duly endorsed in blank, with all taxes attributable to the transfer and
      sale of the Preferred Stock paid by
Affiliate.

              


      

      
        	
                (b)  

              	
                Affiliate
      shall deliver to Ms. Su’s counsel the Board of Directors resolutions
      required to nominate the new Board of Directors and the resignation of
      Affiliate as a Board of Director and Officer of
  CIHS.

              


      

      
        	
                (c)  

              	
                Affiliate
      shall deliver to Ms. Su’s counsel all books and records of CIHS, in
      conformity with the previously sent PDF electronic documents sent to
      counsel for Ms. Su.

              


      

      
        	
                (d)  

              	
                Affiliate
      shall deliver to Ms. Su’s counsel a letter addressed to CIHS’s transfer
      agent and registrar, indicating that control of CIHS has been transferred
      and authorizing Ms. Su’s nominees and counsel to perform transfers on the
      account.

              


      

      


      ARTICLE
II

      


      Representations and
Warranties of Affiliate and CIHS

      


      Subject
to all of the terms, conditions and provisions of this Agreement, the Affiliate
and CIHS hereby represent and warrant to Ms. Su, as of the date hereof and as of
the Closing, as follows:

      


      Section
2.01.  Organization and
Qualification.  CIHS is a Nevada corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada.  CIHS has all requisite power and authority, corporate or
otherwise, to own, lease and operate its assets and properties and to carry on
its business as now being conducted.  CIHS does not have any
subsidiaries or predecessor corporations.

      


      Section
2.02.  Capitalization of CIHS;
Title to the Preferred Stock.  There are 250,000,000 shares of
common stock authorized of CIHS, of which 48,591,809 shares of common stock are
issued and outstanding, $0.0001 par value per share. There are 5,000,000 shares
of preferred stock authorized of CIHS, of which 3,295,000 shares if preferred
stock are issued and outstanding. All of the outstanding shares of common stock
have been duly authorized and validly issued, are fully paid and nonassessable
and are free of preemptive rights.  The Preferred Stock transferred by
the Affiliate to Ms. Su will be restricted stock pursuant to Rule 144, and will
be free and clear of liens.  There are no outstanding or authorized
subscriptions, options, warrants, calls, rights or other similar contracts,
including rights of conversion or exchange under any outstanding debt or equity
security or other contract, to which any of the Preferred Stock will be subject
or obligating the Affiliate and/or CIHS to issue, deliver or sell, or cause to
be issued, delivered or sold, any other shares of capital stock of CIHS or any
other debt or equity securities convertible into or evidencing the right to
subscribe for any such shares of capital stock or obligating the Affiliate
and/or CIHS to grant, extend or enter into any such contract.  There
are no voting trusts, proxies or other contracts to which Affiliate and/or CIHS
are a party or are bound with respect to the voting of any shares of capital
stock of CIHS.  The Affiliate has full legal right to sell, assign and
transfer the Preferred Stock to Ms. Su and will, upon payment for the Preferred
Stock and delivery to Ms. Su a certificate or certificates representing the
Preferred Stock, transfer good and indefeasible title to the Preferred Stock to
Ms. Su, free and clear of liens.

      


      Section
2.03.  Authority.  The
Affiliate and CIHS have all requisite power and authority, corporate or
otherwise, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby and thereby.  The Affiliate and CIHS
have duly and validly executed and delivered this Agreement and will, on or
prior to the Closing, execute, such other documents as may be required hereunder
and, assuming the due authorization, execution and delivery of this Agreement by
the parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Affiliate and CIHS, as applicable, enforceable against
the Affiliate and CIHS, as applicable, in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
and general equitable principles.

      


      Section
2.04.  No
Conflict.  The execution and delivery by the Affiliate and CIHS
of this Agreement and the consummation of the transactions contemplated hereby
and thereby, do not and will not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; (b) constitute a
breach or violation of any provision contained in the Articles of Incorporation
or Bylaws of CIHS; (c) constitute a breach of any provision contained in, or a
default under, any governmental approval, any writ, injunction, order, judgment
or decree of any governmental authority or any contract to which the Affiliate
and/or CIHS are a party; or (d) result in or require the creation of any lien
upon the Preferred Stock.

      


      Section
2.05.  Consents and
Approvals.  No governmental approvals and no notifications,
filings or registrations to or with any governmental authority or any other
person is or will be necessary for the valid execution and delivery by the
Affiliate and/or CIHS of this Agreement or the consummation of the transactions
contemplated hereby or thereby, or the enforceability hereof or thereof, other
than those which have been obtained or made and are in full force and
effect.

      


      Section
2.06.  Litigation.  There
are no claims pending or, to the knowledge of the Affiliate and CIHS, threatened
against or affecting CIHS or any of its assets and properties before or by any
governmental authority or any other person.  The Affiliate and CIHS
have no knowledge of the basis for any claim, which alone or in the
aggregate:  (a) could reasonably be expected to result in any
liability with respect to CIHS; or (b) seeks to restrain or enjoin the execution
and delivery of this Agreement or the consummation of any of the transactions
contemplated hereby or thereby.  There are no judgments or outstanding
orders, injunctions, decrees, stipulations or awards against CIHS or any of its
assets and properties.

      


      Section
2.07.  Brokers, Finders and
Financial Advisors. No broker, finder or financial advisor has acted for
Affiliate in connection with this Agreement or the transactions contemplated
hereby or thereby, and no broker, finder or financial advisor is entitled to any
broker’s, finder’s or financial advisor’s fee or other commission in respect
thereof based in any way on any contract with Affiliate. Affiliate acknowledges
the fees to be paid to financial advisors pursuant to Section 3.05 herein
below.

      


      Section
2.08.  Disclosure.  To
the best of the Affiliate’s and CIHS’s knowledge, the schedules, documents,
exhibits, reports, certificates and other written statements and information
furnished by or on behalf of Affiliate and/or CIHS to Ms. Su do not contain any
material misstatement of fact or omit any material facts.  Affiliate
and CIHS have not withheld any fact known to them which has or is reasonably
likely to have a material adverse effect with respect to CIHS.

      


      Section
2.09.  Ownership.  The
Affiliate represents and warrants that Affiliate owns 2,636,000 shares of
Preferred Stock of CIHS that are subject to this Agreement.

      


      ARTICLE
III

      


      Representations and
Warranties of Ms. Su

      


      Subject
to all of the terms, conditions and provisions of this Agreement, Ms. Su hereby
represents and warrants to the Affiliate, as of the date hereof and as of the
Closing, as follows:

      


      Section
3.01.  Authority.  Ms.
Su has all requisite power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby and
thereby.  Ms. Su has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto and thereto, this Agreement constitutes
the legal, valid and binding obligation of Ms. Su, enforceable against Ms. Su in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and general equitable
principles.

      


      Section
3.02.  No
Conflict.  The execution and delivery by Ms. Su of this
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; or (b) constitute a
breach of any provision contained in, or a default under, any governmental
approval, any writ, injunction, order, judgment or decree of any governmental
authority or any contract to which Ms. Su is a party or by which Ms. Su is bound
or affected.

      


      Section
3.03.  Consents and
Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is or
will be necessary for the valid execution and delivery by Ms. Su of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.

      


      Section
3.04.  Litigation.  There
are no claims pending or, to the knowledge of Ms. Su, threatened, and Ms. Su has
no knowledge of the basis for any claim, which either alone or in the aggregate,
seeks to restrain or enjoin the execution and delivery of this Agreement or the
consummation of any of the transactions contemplated hereby or
thereby.  There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Ms. Su which prohibits or restricts, or
could reasonably be expected to result in any delay of, the consummation of the
transactions contemplated by this Agreement.

      


      Section
3.05.  Brokers, Finders and
Financial Advisors. No broker, finder or financial advisor has acted for
Ms. Su in connection wit this Agreement or the transaction contemplated hereby
or thereby, and no broker, finder or financial advisor is entitled to any
broker’s finder’s or financial advisor’s fee or other commission in respect
thereof based in any way on any contract with Ms. Su.

      


      Section
3.06. Plan of
Exchange. Within thirty (30) days of Closing, Chengkai Logistic Company,
a corporation organized under the laws of the Peoples’ Republic of China shall
become a wholly owned subsidiary of the same.

      


      ARTICLE
IV

      


      Covenants

      


      Section
4.01.  Further
Assurances.  Affiliate, CIHS and Ms. Su agree that, from time
to time, whether before, at or after the Closing, each of them will take such
other action and to execute, acknowledge and deliver such contracts, deeds, or
other documents (a) as may be reasonably requested and necessary or appropriate
to carry out the purposes and intent of this Agreement; or (b) to effect or
evidence the transfer to Ms. Su of the Preferred Stock held by or in the name of
the Affiliate.

      


      Section
4.02.  Conduct of
Business.  Except as otherwise contemplated by this Agreement,
after the date hereof and prior to the Closing or earlier termination of this
Agreement, unless Ms. Su shall otherwise agree in writing, CIHS
shall:

      


      (a)           not
take or perform any act or refrain from taking or performing any act which would
have resulted in a breach of the representations and warranties set forth in
Article II;

      


      (b)           not
enter into any agreement, or extend an existing agreement that will survive
after the Closing;

      


      (c)           not
sell, pledge, lease, license or otherwise transfer any of their assets or
properties or make any payments or distributions of CIHS; and

      


      (d)           not
make any payments or distributions of assets or properties of CIHS.

      


      Prior to
the Closing, CIHS shall exercise, consistent with the terms and conditions of
this Agreement, complete control and supervision of its operations.

      


      Section
4.03.  Public
Announcements.  Except as required by law, without the prior
written approval of the other party, neither Affiliate, CIHS nor Ms. Su will
issue, or permit any agent or affiliate thereof to issue, any press release or
otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.

      


      ARTICLE
V

      


      Conditions

      


      Section
5.01.  Conditions to Obligations of
each of the Parties.  The respective
obligations of each party to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other order, decree or
ruling which prevents the consummation of the transactions contemplated by this
Agreement shall have been issued and remain in effect; (b) no claim shall have
been asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably be expected to (i) prohibit the
purchase of, payment for or retention of the Preferred Stock by Ms. Su or the
consummation of the transactions contemplated by this Agreement or (ii) make the
consummation of any such transactions illegal; and (c) all approvals legally
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and be in full force and effect at the
Closing.

      


      Section
5.02.  Conditions to Obligations of
Affiliate.  The obligations of
Affiliate to consummate the transactions contemplated hereby shall be subject to
the fulfillment at or prior to the Closing Date of the following additional
conditions, except as Affiliate may waive in writing: (a) Ms. Su shall have
complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; (b) the
representations and warranties of Ms. Su in this Agreement shall have been true
and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.

      


      Section
5.03.  Conditions to Obligations of
Ms. Su.  The obligations of Ms. Su to consummate the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to Closing of the following additional conditions, except as Ms. Su may waive in
writing: (a) the Affiliate and CIHS shall have complied with and performed in
all material respects all of the terms, covenants, agreements and conditions
contained in this Agreement which are required to be complied with and performed
on or prior to Closing; and (b) the representations and warranties of Affiliate
and CIHS in this Agreement shall have been true and correct on the date hereof
or thereof, as applicable, and such representations and warranties shall be true
and correct on and at the Closing (except those, if any, expressly stated to be
true and correct at an earlier date), with the same force and effect as though
such representations and warranties had been made on and at the
Closing.

      


      ARTICLE
VI

      


      Indemnification

      


      Section
6.01.  Indemnification of
Affiliate.  Subject to the terms and conditions of this Article
VI, Ms. Su agrees to indemnify, defend and hold harmless Affiliate, from and
against any and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against, arising out of or resulting from, directly or
indirectly:

      


      (a)           the
inaccuracy of any representation or breach of any warranty of Ms. Su contained
in or made pursuant to this Agreement which was not disclosed to Affiliate in
writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Affiliate with
respect to conditions to Closing in Section 5.02;

      


      (b)           the
breach of any covenant or agreement of Ms. Su contained in this Agreement;
or

      


      (c)           any
claim to fees or costs for alleged services by a broker, agent, finder or other
person claiming to act in a similar capacity at the request of Ms. Su in
connection with this Agreement;

      


      provided,
however, that Ms. Su shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Affiliate, of any of
its obligations under this Agreement or from Affiliate’s gross negligence, fraud
or willful misconduct.

      


      Section
6.02.  Indemnification of Ms.
Su.  Subject to the terms and conditions of this Article VI,
from and after the Closing, CIHS and Affiliate, jointly and severally, agree to
indemnify, defend and hold harmless Ms. Su, their respective affiliates, their
respective present and former directors, officers, shareholders, employees and
agents and its respective heirs, executors, administrators, successors and
assigns (the “Ms. Su’s
Indemnified Persons”), from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any Ms. Su’s
Indemnified Person, arising out of or resulting from, directly or
indirectly:

      


      (a)           the
inaccuracy of any representation or breach of any warranty of the Affiliate or
CIHS contained in or made pursuant to this Agreement which was not disclosed to
Ms. Su in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Ms. Su with
respect to conditions to Closing in Section 5.03;

      


      (b)           the
breach of any covenant or agreement of Affiliate or CIHS contained in this
Agreement;

      


      (c)           any
and all operations, activities, and events, of and/or impacting CIHS occurring
prior to the Closing; or

      


      (d)           any
claim to fees or costs for alleged services rendered by a broker, agent, finder
or other person claiming to act in a similar capacity at the request of the
Affiliate in connection with this Agreement;

      


      provided,
however, that Affiliate and CIHS shall not be liable for any portion of any
claims, liabilities or losses resulting from a material breach by Ms. Su of its
obligations under this Agreement or from a Ms. Su Indemnified Person’s gross
negligence, fraud or willful misconduct.

      


      Section
6.03.  Indemnification of Ms. Su
and Affiliate by Brokers, Finders and Financial Advisors.  It
shall be conclusively presumed that Ms. Su has not had any broker, finder or
financial advisor representing Ms. Su directly or indirectly in connection with
this Agreement and Affiliate shall not have any liability to any broker, finder
or financial advisor claiming by, through or under Ms. Su. Furthermore, Ms. Su
specifically indemnifies Affiliate from any and all such expenses except as
provided herein.  Affiliate hereby indemnifies Ms. Su from and against
any claim of any broker, finder or financial advisor by, through or under
Affiliate.

      


      ARTICLE
VII

      


      Miscellaneous

      


      Section
7.01.  Notices.  Any
and all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties at
the following addresses or facsimile numbers:

      


      (i) if to
Affiliate,
to:                                              
CIHS

      


      With
copies
to:                                                     E
Pang Gong Site, 44 Hong Guang Road

      Xi’An,
China

      (ii) if
to Ms. Su, to:

      Ms.
Su

      Rm 910 Yi
An Guang Chang

      N0 33
Jian She Liu Ma Lu

      Guangzhou,
China

      


      With
copies
to:                                                     Jared
P. Febbroriello, Esq. LL.M.

      JPP
Securities Law, LLC

      19720
Jetton Road

      Suite
300

      Cornelius,
NC 28031

      (704)
897-8334

      (888)
608-5705 – FAX

      email:
jaredfebb@jpfsecurities.com

      


      or at
such other address or number as shall be designated by either of the parties in
a notice to the other party given in accordance with this Section
7.01.  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: (A) in the case of a
notice sent by regular or registered or certified mail, three business days
after it is duly deposited in the mails; (B) in the case of a notice delivered
by hand, when personally delivered; (C) in the case of a notice sent by
facsimile, upon transmission subject to telephone confirmation of receipt; and
(D) in the case of a notice sent by overnight mail or overnight courier service,
the next business day after such notice is mailed or delivered to such courier,
in each case given or addressed as aforesaid.

      


      Section
7.02.  Benefit and
Burden.  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their successors and permitted
assigns.

      


      Section
7.03.  No
Third Party Rights.  Nothing in this Agreement shall be deemed
to create any right in any creditor or other person not a party hereto (other
than Ms. Su’s Indemnified Persons) and this Agreement shall not be construed in
any respect to be a contract in whole or in part for the benefit of any third
party (other than Ms. Su’s Indemnified Persons).

      


      Section
7.04.  Amendments and
Waiver.  No amendment, modification, restatement or supplement
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto.  No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that waiver is
sought to be enforced.

      


      Section
7.05.  Counterparts.  This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.

      


      Section
7.06.  Captions and
Headings.  The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof if any
question of intent should arise.

      


      Section
7.07.  Construction.  The
parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.

      


      Section
7.08.  Severability.  Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been included
herein.

      


      Section
7.09.  Remedies.  The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate.  As such, the parties agree that if either party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such party might be entitled.

      


      Section
7.10.  Applicable
Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA,
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

      


      Section
7.11.  Submission to
Jurisdiction.  Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any Nevada court, over any
claim arising out of or relating to this Agreement and irrevocably agrees that
all such claims may be heard and determined in such Nevada court; and (b)
irrevocably waives, to the fullest extent permitted by applicable law, any
objection it may now or hereafter have to the laying of venue in any proceeding
brought in a Nevada court.

      


      Section
7.12.  Expenses; Prevailing Party
Costs.  The Affiliate, CIHS, and Ms. Su shall pay their own
expenses incident to this Agreement and the transactions contemplated hereby and
thereby, including all legal and accounting fees and disbursements, and
Affiliate shall be solely liable for any and all expenses of the Affiliate
and/or CIHS which are incident to this Agreement and the transactions
contemplated hereby and thereby (other than customary general, administrative
and overhead expenses incurred in the ordinary course of
business).  Notwithstanding anything contained herein or therein to
the contrary, if any party commences an action against another party to enforce
any of the terms, covenants, conditions or provisions of this Agreement, or
because of a breach by a party of its obligations under this Agreement, the
prevailing party in any such action shall be entitled to recover its losses,
including reasonable attorneys’ fees, incurred in connection with the
prosecution or defense of such action, from the losing party.

      


      Section
7.13. Entire
Agreement.  This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties with respect to the transactions contemplated hereby and thereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.

      


      Section
7.14. Faxed
Signatures.  For purposes of this Agreement, a faxed signature
shall constitute an original signature.

      


      IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.

      


      "AFFILIATE"

       

      /s/ Mr. Ming Lei

      Mr. Ming
Lei


      


      Approved
By:

      China
International Tourism Holdings, Ltd.

       

      /s/
Mr. Ming Lei

      Name: Mr. Ming Lei

      Title: President

      


      


      “MS.
SU”

       

      /s/ Mrs. Wanwen Su

      Ms.
Wanwen Su