OMNIALUO,
      INC.

    


    AGREEMENT
      WITH PRINCIPAL SHAREHOLDER, CHIEF EXECUTIVE OFFICER AND
      DIRECTOR

    


    THIS
      AGREEMENT (the “Agreement”) is made as of the 9th day of October, 2007 and is by
      and between Wentworth II, Inc, a Delaware corporation which will change its
      corporate name to OmniaLuo, Inc. (hereinafter referred to as “Company”) and
      Zheng Luo (hereinafter referred to as the “CEO”).

    


    BACKGROUND

    


    On
      October 9, 2007, the Company entered into a Share Exchange Agreement, which
      is
      attached to the Company’s October 9, 2007 Current Report on Form 8-K under the
      U.S. Securities Exchange Act of 1934, as amended (the “Exchange Agreement”),
      with Omnia Luo Group Limited, a British Virgin Islands company (“Omnia”),
      pursuant to which the Company will, subject to the terms and conditions thereof,
      acquire all of the equity interest of Omnia and, indirectly, all of Omnia’s
      subsidiaries, in exchange for 93.75% of the Company’s Common Stock on a fully
      diluted basis as of the time of the closing of the exchange under the Exchange
      Agreement (the “Exchange”). Concurrently with the Exchange, the Company will
      consummate a private equity financing with accredited investors of at least
      $4
      million (the “Financing”). CEO is the principal shareholder and chief executive
      officer and designer of Omnia.

     

    The
      closing of the Exchange is conditioned, among other things, on the prior
      execution and delivery by CEO of this Agreement, the consummation of the
      Financing is conditioned on the prior closing of the Exchange, and the
      contemplated execution and delivery of this Agreement by the CEO has been
      disclosed to investors in the Financing. This Agreement shall therefore be
      deemed an integral part of the Exchange Agreement and a material term of the
      Exchange.

     

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

    


    The
      CEO
      acknowledges and agrees that her entry into this Agreement and agreement to
      all
      of its terms, including, without limitation, Sections 5 and 6, is a necessary
      inducement to the approval and consummation of the Exchange by the Company
      and
      by other shareholders of Omnia, and that she will receive substantial and direct
      benefits from the consummation of the Exchange.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 CEO hereby agree as follows:

    


    1. DUTIES.
      The
      Company requires that CEO be available to perform the duties of chief executive
      officer and as an inside (non-independent) director 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 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
      General Corporation Law. CEO agrees to devote as much time as is necessary
      to
      perform completely the duties as Chief executive officer and as a director
      of
      the Company, including duties as a member of such committees as CEO may
      hereafter be appointed to. The CEO will perform such duties described herein
      in
      accordance with the general fiduciary duties of officers and directors arising
      under the Delaware General Corporation Law. The Company and the CEO acknowledge
      and agree that the CEO is also serving as the General Manager, chief designer,
      Legal Representative and as a director of Shenzhen Oriental Fashion Co., Ltd,
      the Company’s primary operating subsidiary (“Oriental Fashion” or the “Operating
      Company”), that a substantial portion of the CEO’s time and attention will be
      devoted to the business and affairs of Oriental Fashion, that such time and
      attention to the business and affairs of Oriental Fashion is for the benefit
      of
      the Company and in furtherance of the CEO’s duties and responsibilities to the
      Company under this Agreement and applicable law, and that the CEO will not
      be
      required to allocate any fixed minimum required amount of time to any one entity
      during any one time period, although is expected and required to devote
      substantially all of her time and attention during normal business hours to
      the
      affairs of the Company and/or Oriental Fashion. 

    


    2. TERM.
      The
      term of this Agreement shall commence as of the date of the consummation of
      the
      Exchange, and shall continue until the CEO’s removal or resignation from all
      executive positions with both the Company and Oriental Fashion (the
“Term”).

    


    3. COMPENSATION. The
      CEO
      is and shall be compensated separately by Oriental Fashion for all future
      services provided to Oriental Fashion in accordance with the terms of a separate
      employment agreement dated as of January 1, 2007 between Oriental Fashion and
      the CEO (the “Operating Company Employment Agreement”). The CEO 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 CEO for reasonable and necessary business related expenses incurred
      in
      good faith in the performance of CEO’s duties for the Company. Such payments
      shall be made by the Company upon submission by the CEO of a signed statement
      itemizing the expenses incurred. Such statement shall be accompanied by
      sufficient documentation to support the expenditures. Reimbursement for
      individual expenses (or groups of related expenses) exceeding $30,000 shall
      require approval of the Company’s Board of Directors or of the Compensation
      Committee of the Board.

     

    
      
        
        

      

      
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    5. CONFIDENTIALITY. The
      Company and CEO each acknowledge that, in order for the intents and purposes
      of
      this Agreement to be accomplished, CEO shall necessarily be developing and
      obtaining access to certain confidential information concerning the Company
      and
      its affairs, including, but not limited to (i) business methods, development,
      marketing and sales plans and strategies, (ii) customer lists and customer
      relationships, (iii) prices and pricing strategies, (iv) past, present and
      future research, (v) training methods, (vi) information systems, inventions,
      processes, software codes and specifications, (vii) compilations of information
      (including without limitation studies, records, reports, drawings, memoranda,
      drafts and any other related information), (viii) trade secrets, patents, works
      and any and all other proprietary information whether embodied in products
      or
      otherwise, (ix) financial data, and (x) any and all other ideas, concepts,
      strategies, suggestions and recommendations relating without limitation to
      any
      of the foregoing or to any products or services offered or developed, or to
      be
      developed or proposed to be developed by the Company (“Business Information”).
      CEO covenants not to, either directly or indirectly, in any manner, utilize
      or
      disclose to any person, firm, corporation, association or other entity any
      confidential Business Information during the Term and for a period of 60 months
      thereafter.

    


    6. NON-COMPETITION. 

    


    (a) During
      the Term and for a period of sixty (60) months following the end of the Term
      (the "Restricted Period"), the CEO 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, and provided further that if there shall then be no
      independent directors, such approval shall be ratified by the affirmative vote
      or written consent of the holders of a majority of the Company’s shares of
      Common Stock which are not held by the CEO, her family relatives or other
      officers of the Company or of Oriental Fashion):

    


    
      	(i)  	
              in
                any manner whatsoever engage, for the CEO’s own personal benefit or for
                the benefit of any person or entity other than the Company or any
                subsidiary or Company-controlled affiliate, in any capacity in any
                business competitive with:

            


    

    


    (1)
      the
      Company's current lines of business (which comprise the design, development,
      marketing, sale, production and distribution of women’s apparel), 

     

    (2)
      any
      business currently proposed to be engaged in by the Company, any of its
      subsidiaries (including Oriental Fashion) or by any Company-controlled
      affiliates, with business currently proposed to be engaged in determined by
      reference to the description under “Business of the Company” in the draft
      prospectus included in the form of SB-2 Registration Statement attached to
      the
      Company’s Private Placement Memorandum dated September 10, 2007 delivered to
      investors in the Financing, or 

     

    
      
        
        

      

      
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    (3)
      any
      other business engaged in by the Company and primarily involving fashion or
      apparel (collectively, the "Company's Business"); 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:

    


    (1)
      the
      CEO may hold, directly or indirectly, solely as an investment, and with now
      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;


     

    (2)
      family relatives of the CEO may own, control and manage the business of Shenzhen
      Oumeng Industry Co., Ltd. (“Oumeng”) without such activities being attributed to
      the CEO, provided Oumeng is at all time in compliance with the terms and
      conditions of the Non-Competition Agreement between it and Oriental
      Fashion; and
      

     

    (3)
      the
      CEO may engage in not-for-profit activities related to the Company’s industry
      and its and the industry’s products, but shall keep Company’s Board of Directors
      (including the independent directors) advised of such activities on a periodic
      basis.

    


    (b) In
      addition, during the Restricted Period, the CEO shall not (i) publicize, market
      or otherwise associate (whether through financing or otherwise) herself and/or
      her name, “Luo Zheng”, “C Luo”, “Omnia Luo” or any derivative of her name,
      whether in Chinese or English, in connection with the development or marketing
      of any fashion brands, products or accessories, other than fashion brands owned
      by the Company, its subsidiaries or Company-controlled affiliates, or (ii)
      otherwise develop, enhance, license or support (including making public
      appearances on behalf of) any brands, trademarks, designs or any other property
      for use in a business competitive with the Company's Business on behalf of
      any
      person or entity other than the Company, its subsidiaries and Company-controlled
      affiliates, provided,
      however,
      that it
      is acknowledged and agreed that the CEO may and will participate in the ordinary
      course as a well-known and leading designer in women’s fashion industry-related
      trade shows, conferences, presentations and exhibits in which fellow and often
      competing designers may provide each other with mutual publicity, support,
      encouragement and advice, including public appearances on each others’ behalf,
      without violating the terms of this Section 6.

    


    (c) CEO
      agrees that if any pending, unregistered or otherwise incomplete transfers
      of
      the “C-LUO INTUITION” or “CLUO Little Princess” trademarks to third parties are,
      for any reason, not completed within 18 months of this Agreement, she will
      either (a) terminate and permanently abandon any use of such trademarks, or
      (b)
      transfer them to Oriental Fashion for no additional consideration. 

     

    
      
        
        

      

      
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    (d) CEO
      acknowledges and agrees that she is not entitled to any additional cash, equity
      or other compensation under applicable United States law for performance by
      her
      or enforcement by the Company of the provisions of this Section 6 of this
      Agreement. The parties acknowledge that enforcement of any post-employment
      non-competition provisions of the Operating Company Employment Agreement may
      require payment by Oriental Fashion to the CEO of reasonable compensation as
      required by applicable non-U.S. law.

    


    7. NON-SOLICITATION
      OF EMPLOYEES.
      During
      the Term and during the Restricted Period, the CEO 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 CEO 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 CEO 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 Oriental Fashion or any other subsidiary
      to
      enter into compensatory arrangements with the CEO. If, at 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 area, 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 CEO 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 CEO 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 CEO 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 affiliates or
      subsidiaries may apply for and, upon the requisite showing, obtain injunctive
      relief in any court of competent jurisdiction to restrain the breach or
      threatened breach of or otherwise to specifically enforce any of the covenants
      contained in Section 5, 6 or 7. 

    


    9. ENFORCEMENT
      OF OBLIGATIONS TO, AND RIGHTS OF, OPERATING COMPANY AND OTHER
      SUBSIDIARIES.
       The
      CEO
      acknowledges and agrees that the CEO’s duties and obligations to, and the rights
      of, the Company’s subsidiaries, including Oriental Fashion, under the CEO’s
      Operating Company Employment Agreement(s) 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 CEO 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 CEO 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, Oriental Fashion. 

     

    
      
        
        

      

      
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    10. INDEMNIFICATION
      FOR NON-ASSUMED LIABILITIES.
      

    


    (a)
       The
      CEO
      hereby agrees, that provided each of the following conditions is
      met:

    


    (i)
      a
      third party (whether a private party or governmental body or agency) asserts
      in
      writing that the Company , the Operating Company or any other subsidiary of
      the
      Company is liable or obligated for debts, liabilities or obligations of Shenzhen
      Oumeng Industry Co., Ltd, a company incorporated and organized in Shenzhen,
      Guangdong Province, PRC (“Oumeng”), and previously an affiliate of the CEO, to
      such third party (a “Claim”); and

    


    (ii)
      Oumeng fails within 30 days of demand by the Company or the Operating Company
      to
      pay in full or otherwise satisfy or provide adequate security for such Claim
      (which demand on Oumeng may be authorized without the vote or approval of the
      CEO or any director of the Company affiliated with Oumeng);

     

    then
      the
      CEO will indemnify and hold harmless the Company and/or the Operating Company
      or
      subsidiary from and against the Claim. 

    


    (b)
      The
      CEO shall not be required to pay any alleged Claim as long as Oumeng is actively
      contesting the validity or legality of the Claim as against Oumeng or the
      Company or the Operating Company, provided each of the following requirements
      is
      met:

    


    (i)
      such
      defense by Oumeng has a good faith basis in law, as supported by an opinion
      of
      outside counsel to the Operating Company; 

    


    (ii)
      no
      overt action has been taken by the third party to enforce such Claim against
      the
      Company or Operating Company assets or operations; and

    


    (iii)
      the
      continued assertion of the Claim does not, in the judgement of the Company’s
      Board of Directors, have a material adverse effect on the Company’s business,
      operations, financial condition or the market price of its publicly-traded
      securities. The existence of a requirement under U.S. securities law for the
      Company to publicly disclose the existence of a Claim, or the disclosure by
      Company of such Claim, shall not by itself constitute a failure to meet this
      requirement. 

    


    11. 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, or to the extent that a parallel arbitration proceeding in the
      PRC
      has been commenced by the CEO, the Company or the Operating Company and has
      not
      yet concluded with a decision, all controversies, claims or disputes arising
      out
      of or relating to this Agreement shall be settled by binding arbitration before
      a board of three arbitrators under the rules of the American Arbitration
      Association in San Francisco, 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 CEO shall select one arbitrator, the
      Company (at the direction of the independent directors of the Company) shall
      select a second arbitrator, and the two arbitrators so chosen shall select
      the
      third arbitrator. The costs of arbitration shall be borne by the unsuccessful
      party or otherwise as determined by the arbitrators in their discretion.


     

    
      
        
        

      

      
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    12. TERMINATION.
      With or
      without cause, the Company and CEO may each terminate this Agreement at any
      time
      upon ten (10) days written notice, and the Company shall be obligated to pay
      to
      CEO any compensation and expenses due up to the date of the termination, but
      the
      provisions of Sections 5, 6, 7, 8, 9, 10, 11 and 13 shall survive such
      termination. If the CEO 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 any Company-paid 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 CEO as a
      director with immediate effect at any time for any reason.

    


    13. INDEMNIFICATION.
      

    


    (a) The
      Company shall indemnify, defend and hold harmless CEO, 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
      CEO’s
      official capacity and as to action in another capacity while holding such
      office, provided
      that this Section shall not be applicable to the CEO’s indemnification
      obligations under Section 10.
      The
      Company and the CEO may enter into the Company’s standard form of
      Indemnification Agreement for directors and executive officers, provided that
      that Indemnification Agreement shall not be applicable to the CEO’s
      indemnification obligations under Section 10.

    


    (b) The
      CEO
      shall indemnify, defend and hold the Company and Oriental Fashion harmless
      from
      and against any damages incurred or suffered by the Company or Oriental Fashion,
      as the case may be, resulting from or arising out of any failure by the CEO
      to
      perform any covenant of the CEO in Sections 5, 6 or 7 of this Agreement.


    


    14. 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.

    


    15. 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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    16. 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.

    


    17. 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 CEO under this Agreement are personal and therefore CEO
      may
      not assign any right or duty under this Agreement without the prior written
      consent of the Company.

    


    18. 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.

    


    19. 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.

    


    20. 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.

    


    21. 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 this Agreement to be duly
      executed and signed as of the day and year first above written.

     

    
      	 	 	 
	 	
              WENTWORTH,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name: Kevin
                R. Keating 

            
	 	Title: President


      	 	 	 
	 	
              CEO
                

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name: Zheng
              Luo
	 	
              Address: