Exhibit
4.1
 
 Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
 REGIONAL
GENERAL AGENCY AGREEMENT
  XIDELONG
(China) Co.Ltd (hereinafter referred to as “Party A” and ____________
(hereinafter referred to as "Party B") have made and entered into the Agreement
in respect of the franchise relationship between the two parties. Party B is
acting as Party A’s regional general franchisee to sell Party A’s sports and
leisure footwear and apparel products. This Agreement is made to further develop
the market of “XIDELONG” brand, standardize the operational environment of the
market, meet demands of the consumers, maintain the reputation of the brand and
to protect the rights and interests of the agency, and it is based on the
principles of free will, equality, mutual benefits and common development by the
two parties.
  I.  Franchise
Contents, Scope, Region and Term
  1.0 
Party A grants Party B as the regional general agency to sell sports and leisure
footwear and apparel products of "XIDELONG" brand in __________ (region) during
the term starting from ______and ending on_______. Party B shall be responsible
for daily management of its subsidiary distributors. If Party B fails to develop
the market within the specified period of time, Party A shall be entitled to
cancel the rights of Party B and to grant others as regional general
agency.
  1.1 
“Agent” in this Agreement refers to Party B’s rights granted by Party A to sell
"XIDELONG" sports and leisure footwear and apparel of Party A. Transactions
between the parties shall be deemed as those between a buyer and a
purchaser.
  1.2 Credibility
guarantee deposit and restraints
  1.2.1   
Party B agrees to pay Party A RMB FIVE HUNDRED THOUSAND (RMB 500,000) as the
credibility guarantee deposit upon execution of this Agreement.
  1.2.2   
If Party B breaches the Agreement, Party A shall have the right to make
deductions of the credibility guarantee deposit according to its marketing
policies with the specific amount of deduction determined based on the specific
event and Party B shall not object to such deduction.
  1.2.3   
When Party B deals in “XIDELONG” brand products, it shall not deal in and sell
products of other brands in this Region or in the exclusive shops of “XIDELONG”
brand for any reason; otherwise, Party A shall have the right to terminate the
Agreement immediately with all economic losses incurred thereby borne by Party
B.
  1.2.4   
Party B shall report stock of the goods to Party A each month during the term
when it is dealing in “XIDELONG" brand products, which shall be supervised by
the Finance Department of Party A for better cooperation between both
parties.
  1.2.5   
If Party B reaches unsatisfactory performance in dealing in “XIDELONG" brand
products, Party
 
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
 A shall
have the right to directly develop the market thereof, and directly or jointly
operate in the market, or grants others to operate and manage
business.
  1.2.6   
Party B must abide by relevant sales procedures and marketing policies as agreed
in relevant agreements between Party A and Party B or between Party B and third
party retailers. Relevant agreements between Party B and third party retailers
shall adopt sample contracts agreed upon by Party A.
  1.2.7   
When Party B signs relevant distribution agreements with third party retailers,
it shall obtain the prior approval of Party A, and is not allowed to modify the
distribution agreements or to sign new distribution agreements without the prior
written consent of Party A. Such distribution agreements shall also be
terminated upon the termination of this Agreement.
  1.3 
Rights of Operation
  1.3.1   
Without prior written consent of Party A, Party B shall not, during the term of
this Agreement, transfer agency rights to a third party or open new exclusive
shops, halls and counters in the Region. Otherwise, the Agreement will be
terminated immediately and the credibility guarantee deposit will be
confiscated, and Party B shall not object to such actions.
  1.3.2   
If Party B does not observe the regulations of Party A on market management,
Party A shall be entitled to cancel Party B’s agency rights.
  1.3.3   
If Party B fails to reach sales targets for two consecutive years, Party A shall
be entitled to cancel Party B’s agency rights.
  1.3.4   
If Party B fails to pay Party A for three months consecutively, Party A shall
have the right to cancel Party B’s agency right, with losses incurred thereby to
be borne by Party B unilaterally.
  1.4 
Party B shall fulfill all its obligations under the Agreement as an independent
contracting party in its own name and for its own interests. No provision under
this Agreement shall constitute any relationship of employment, joint operation
or partnership between Party A and Party B. Party B has no right to act in the
name of Party A.
  II. Placement
of Order, Collection of Goods and Settlement Method
  2.1 
Placement of order and collection of goods
  2.1.1   
Party B shall place orders with Party A according to its actual demand and each
order placement must be confirmed and sent to Party A via fax with
signature.
  2.1.2   
If Party A has goods available in stock after it receives the fax, it shall
dispatch the goods in accordance with the order of Party B’s plan on the day of
placement or the following days. If Party A does not have goods in stock, it
will actively arrange for production thereof. Dispatch of goods within 25 to 30
days shall be deemed as normal (In case of special circumstances, dispatch shall
be made based on Party A’s actual arrangement. If Party B fails to pay for the
goods to Party A in a timely manner, losses so incurred by delayed dispatch of
goods shall be borne by Party B.)
  
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
 2.1.3   
After Party B has sent an order to Party A via fax, it shall not arbitrarily
cancel the order or change the code and quantity of the goods ordered;
  2.1.4   
Party B shall immediately examine whether the goods received conform to the
order upon delivery if the goods fail to conform to the order, it shall contact
Party A in writing within 48 hours after receipt of the goods and negotiate
solutions. Otherwise, the goods shall be deemed as accepted.
  2.1.5   
If Party A fails to dispatch the goods within 20 days after receipt of the
order, the order shall automatically become invalid; If Party B intends to
maintain the validity of the order, it shall separately send a fax to Party A to
confirm the order.
  2.1.6   
If Party A fails to dispatch goods in accordance with the order of Party B,
Party A shall be responsible for the mistake and solution thereto shall be
reached by both parties through negotiation.
  2.1.7   
Quantities of all the dispatched goods shall be based on delivery
order.
  2.1.8   
Party A shall be responsible for the dispatch of goods in accordance with the
type, quantity and time ordered by Party B; freight and transport risks shall be
borne by Party B.
  2.2 
Dispatch of Goods, Pricing and Settlement
  2.2.1   
If Party B fails to make payment or pick up goods in a timely manner, Party A
shall have the right to unilaterally terminate Party B’s Agency Agreement with
all liabilities incurred thereby borne by Party B.
  2.2.2   
If Party B’s failure to purchase goods from Party A lasts for three months,
Party A shall be entitled to terminate the Agreement with Party B liable for all
losses thereby incurred.
  2.2.3   
If Party B fails to receive the goods more than 10 days after Party A delivers
the goods; Party B shall consult Party A. Otherwise, all losses thereby incurred
shall be borne by Party B.
  2.2.4   
“XIDELONG" brand products are sold at flat retail prices in China, and are sold
to regional distributors at preferential wholesale prices based on retail
prices. Party A shall be entitled to adjust the preferential wholesale prices of
various kinds of products according to the market.
  2.2.5   
Payment for the goods shall be settled in the following two ways:
  (1)
                With
      regard to old customers, payment for the goods shall be settled within
      four months after the goods are
dispatched.
  (2)
                With
      regard to new customers, 30% of the price of the goods sold shall be paid
      within the month succeeding the month when the goods are dispatched. The
      remaining amount due shall be settled within three months thereafter.
      After the above-mentioned three months, the new customer shall be treated
      as an old customer.
  
 
 Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
  (3)
                If
      Party B fails to settle corresponding payment for goods within the
      above-mentioned payment period, Party A shall have the right to demand
      that Party B pay the same at any time and also have the right to demand
      that Party B pay a penalty for the overdue amount at a monthly rate of 3‰
      of the overdue payment.
  
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
 III. Management
of Sales in Unauthorized Location
  3.1           If
goods are sold in unauthorized locations, a penalty of RMB TEN THOUSAND (RMB10,
000) will be imposed on the seller for each case upon discovery. Party B shall
withdraw goods sold in the unauthorized locations within seven days upon receipt
of notification from the head office. If Party B fails to perform so
immediately, the head office will purchase the very goods at a retail price and
all fees thereby incurred shall be borne by Party B. Party B shall notify the
head office upon it has received the notification from the head office. If Party
B fails to do so within two days, Party B will be deemed to have acknowledged
the above-mentioned wrongdoing and the penalty will be directly deducted from
the payment of the goods that have been paid by Party B or deducted from the
guarantee deposit. The penalty will be used for advertising in the location
where the wrongdoing of Party B has occurred.
  3.2           Where
Party B fails to follow regulations of the company on sales within the agreed
authorized location, Party A will stop dispatching all goods and any serious
damage shall be borne by Party B. Dispatching of goods will only be resumed
after the problem has been coordinated and solved. Party B shall pay off all
payments for the goods within one month, or it will be deemed as
default.
  3.3           Party
A will have no responsibility for shops which sell the goods in unauthorized
locations. Party B shall be responsible for such improper action with a penalty
of RMB FIVE HUNDRED (RMB 500) for each case.
  3.4           Party
B shall be completely liable for selling the goods in unauthorized locations if
it is confirmed to be conducted by itself or its distributors. If Party B fails
to perform according to the notifications of Party A, it shall be regarded as
disrupting market order on purpose and selling fake and low-quality products.
Party A shall have the right to appeal to the local Administration of Industry
and Commerce for resolution.
  3.5           Party
A marks the goods with a sales area code before dispatching. Accordingly Party B
shall make the goods with the district sequence codes for convenience of
recognition; otherwise, Party B shall be liable for all the sales disputes
arising therefrom.
  
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
 IV. Document
Delivery and Information Feedback
  4.1           Party
A may send relevant documents and notifications by three ways: telephone, fax or
mailing. Party B shall implement Party A’s initiatives
conscientiously.
  4.2           Upon
attaining the right of agency, Party B shall collect market information of the
very Region, including market intelligence and promotional information, and
provide samples of other best-selling shoes, opinions of vendors and consumers
and sales and activities of main competitors in local markets, etc., which shall
be reported to Party A promptly.
  4.3           Party
A encourages Party B to make corresponding suggestions on the basis of full
understanding of the local market.
  4.4           Party
A carries out an incentive and penalty scheme according to Party B’s performance
of collecting market intelligence and implementation of Party A’s initiatives.
Shall Party B achieve a satisfactory performance, it will be rewarded at the end
of the year. Otherwise, a penalty will be deducted from the credibility
guarantee deposit, to which Party B shall not object.
  V. After-Sales
Services
  5.1           Party
B must keep improving its distribution network, actively create archives for the
distributors, and post the archives to Part B for record-keeping.
  5.2           Party
B shall convey relevant policies and guidelines of Party A to its own
distributors and distribute materials that are for promotion
purpose.
  5.3           Party
B shall handle customers’ complaints promptly and establish an after-sales
services archive. It shall also regularly conduct follow-up feedback
survey.
  
 
 Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
  VI. Management
of Exclusive Sale
  6.1           Party
B shall adopt the centralized design solutions by Party A for the outside and
interior decoration of the exclusive stores, halls and counters whose colors,
style, fonts, internal layout, display of goods, management and services to be
in line with Party A’s brand and image.
  6.2           Party
B and its distributors shall employ managerial and sales personnel for the
exclusive shops, halls and counters of "XIDELONG" brand, based on criteria
provided by Party A. Employees shall wear “XIDELONG " uniforms designated by
Party A and employee name tags. The costs thereof shall be borne by Party
B.
  6.3           Party
A shall provide training of exclusive sales management and sales person for
Party B, which Party B shall accept. Training includes company’s philosophy,
culture, product information, skills to assist customers to purchase, display of
goods, window display and operation management. Expenses of training shall be
borne by Party B.
  6.4           Party
B shall enforce third party retailers follow the guidelines, procedures and
policies of Party A with regard to the operation of the business, which shall
take necessary measures to ensure.
  VII. Provisions on Props for Publicity,
Brand Building,
etc.
  7.1           Party
A will appropriately provide Party B with materials for publicity purposes
seasonally free of charge (newspaper, product’s introduction, props, ad video,
etc.); Party B shall make proposals on usage of the above-mentioned materials.
The proposals shall be filed for reference.
  7.2           When
Party B needs to make a backlight film for brand publicity, it shall send draft
design to the marketing center of Party A in writing via fax with the content
texts and other special requirements. The making of the backlight film will be
subject to Party A’s confirmation. After the backlight film has been put in
place, Party B shall make photograph and send to the marketing center of Party A
for filing.
  7.3           Party
B shall take part in promotional campaigns planned by Party A. Expenses of
gifts, prizes and publicity materials for the campaign shall be borne by Party
A. Other expenses shall be borne by Party B.
  7.4           Shall
Party A take part in or holds large-scale national or regional activities at the
Region of Party B (exhibition, marketing fair, negotiation, press conference,
etc. ), Party B should support Party A and coordinate with Party A with an
active manner.
  7.5           Shall
Party B need to publicize and promote the brand in the Region via television,
radio, scrolls, newspapers or other channels, it shall notify Party A of the
scheme and contents thereof 15 days in advance in writing. Party B can only
proceed after receipt of Party A’s written consent thereto. At the same time,
Party A shall be responsible for providing corresponding advertising
materials.
  
 
 Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
  7.6           Expenses
of local TV ads, ads on vehicles, outdoor ads, etc. shall be borne by both
parties and the proportion of the expenses to be borne by each party shall be
separately negotiated by both parties according to the actual
situation.
  7.7           Any
form of publicity made by Party B shall be subject to the supervision and
inspection of Party A which shall have the right to demand Party B to
immediately cancel such ads if such ads are deemed to be against Party A. In
such case, Party B shall compensate Party A for various losses thereby
incurred.
  VIII. Use
of Trademark
  8.1           The
“XIDELONG” trademark has been registered in the People’s Republic of China
(PRC). When Party B works as an agency of “XIDELONG” brand, it shall strictly
adhere to stipulations of “The Trademark Law of People’s Republic of China,” and
fully maintain the rights and interests of the registered trademark. When Party
B uses the “XIDELONG” trademark in its shop advertisement, window display,
posters and literature (generally referring to all things used to publicize,
introduce “XIDELONG” products) and other media, it shall use the wording and
font used in the “XIDELONG” trademark provided by Party A. Otherwise, Party A
shall be entitled to impose a penalty of between RMB TWO THOUSAND (RMB 2,000) to
RMB TEN THOUSAND (RMB 10,000) depending on the seriousness of the
case.
  8.2           Without
the consent of Party A, Party B shall not imprint the “XIDELONG” trademark or
company name of Party A on shoe boxes, trademarks or literature. If Party B
needs to make supporting advertising material, it shall make the material only
after receipt written approval of Party A. Samples thereof shall be sent to
Party A for filing; otherwise, Party A will impose a penalty of between RMB FIVE
THOUSAND (RMB 5,000) to RMB THIRTY THOUSAND (RMB 30,000), depending on severity
of the case. If it is very serious, the case will be passed to judicial
authorities.
  8.3           Party
B shall not use the name of “XIDELONG” in its company name or legal business
registration. Upon signing of this Agreement, Party B must remove the name of
“XIDELONG” by changing such enterprise name and/or its legal business
registration, shall it still contains. If the company name of any third party
retailer in the location for which Party B is responsible contains “XIDELONG” in
its enterprise name and/or its legal business registration, Party B shall make
every effort to urge such third-party retailer to remove such name within a
reasonable period of time by changing the enterprise name and changing
commercialist legal business registration.
  IX. Confidentiality,
Prosecution of Fake Goods and Rights Protection
  
  
 Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
  9.1           All
materials provided by either party shall be kept confidential by the other
party. Any party violates this Article shall indemnify the other party twice as
much as the amount of loss thereby incurred to the other party. Party B’s
relevant sales materials and data shall not be disclosed without the consent of
Party A; otherwise, such behavior shall be deemed as divulgence of confidential
information.
  9.2           Any
plans of operation management and training provided by Party A to Party B, as
well as information and statements, etc. exchanged between the parties shall be
Party A’s internal secrets which shall not be disclosed to any person and shall
be used only as specified in the contact with Party A. Otherwise, Party B shall
be deemed to have divulged secrets and shall be liable for such
breach.
  9.3           Unless
Party B obtains the written consent of Party A, it shall not, after termination
of this Agreement,  disclose Party A’s internal secrets and materials
provided by Party A to any third party; otherwise, Party B shall indemnify Party
A for all losses thereby incurred. The Article of confidentiality shall be
binding on both parties after termination of this Agreement.
  9.4           All
relevant materials, data, schemes, etc. involved in the negotiating process of
the Agreement shall be proprietary technical secrets of Party A ,which shall be
kept confidential whether the Agreement is signed or not; the divulgence thereof
shall be deemed infringement.
  9.5           Party
B shall have the responsibility and obligation to protect the “XIDELONG”
trademark and seriously prosecute illegal behaviors including the making of fake
“XIDELONG” products.  If Party B detects fake “XIDELONG” products or
behaviors damaging to Party A’s brand image in its Region, Party B shall report
to Party A promptly and be commissioned by Party A to report such to state
industrial and business administration department and assist in handling
thereof.
  9.6           When
Party B suspends the right to work as an agent to sell the products of Party A,
Party B shall remove any material about brand image and ads of Party A in its
Region. Otherwise, Party A shall treat the failure as infringement and fake
agency. Party B shall be strictly prohibited to show or publicize any actions or
words against Party A in its Region; otherwise, Party B shall be responsible for
all losses thereby incurred and Party A shall be entitled to claim
indemnification against Party B for losses and damage to its
reputation.
  X. Termination
of Agreement
  10.1           Where
both parties need to terminate the Agreement or the Agreement cannot be
performed due to special reasons, the Agreement may be terminated subject to the
consent of both parties reached through negotiation.
  10.2           When
the Agreement expires, Party A has the right to unilaterally decide to renew the
Agreement term for one additional year.
  10.3           If
Party B decides to terminate the Agreement or not renew the Agreement, it shall
inform Party A in writing at least three months in advance.
  
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
  
  10.4           If
Party B requires terminating the Agreement earlier, Party A does not have to buy
back “XIDELONG” sports and leisure shoes and apparel which have not been sold by
Party B.
  10.5           If
any of the following circumstances occurs to Party B during the term of the
Agreement, Party A shall be entitled to terminate the Agreement:
  (1)
                Party
      B fails to fulfill its contractual obligations, including but not limited
      to, failure of Party B to secure observance of Party A’s sales policy and
      achievement of sales targets by third-party retailers. The failure of
      Party B to correct such non performance of obligations even after Party A
      has sent written notice thereof shall result in Party A’s taking back of
      the exclusive store operated by Party
B.
  (2)
                Party
      B is ordered to suspend operation or its business license is revoked by
      the government or is unable to operate normally or is on the verge of
      bankruptcy due to major debts; or a third party files a request of
      liquidation against Party B or Party B arranges for liquidation to realize
      the interests of its creditors according to relevant Chinese laws and
      regulations.
  10.6           If
the Agreement is terminated by Party A, not because of default of Party B, Party
A may propose to buy back “XIDELONG” sports and leisure footwear and apparel
which have not been sold by Party B at a discounted price at which they were
sold to Party B. The discount shall be calculated based on the duration of time
between the production time and the time of buy-back and the amount of discount
ranges from zero discount for products produced during the past three months to
100% discount for products manufactured one year ago.
  10.7           Subject
to provisions of this Article 10 under this Agreement, if Party B still has
“XIDELONG” sports and leisure footwear and apparel in stock after expiration of
the Agreement, it shall dispose of the products within [three months], and shall
not sell “XIDELONG” sports and leisure footwear and apparel after [three
months].
  XI. Force
Majeure
  11.1           In
case of any event of force majeure, including but not limited to, objective
conditions which are unforeseen, unavoidable and uncontrollable and result in
the inability of performance or delayed performance of this Agreement, such as
earthquake, severe fire, floods, war, strike, acts of government, interruption
and discontinue of transport Means or other public utilities,accidents, etc. ,
the party Impacted from the aforesaid force majeure events shall inform the
other party promptly in writing of the conditions of the events and shall,
within 15 days, provide details of the events and reasons for failure or delay
in performance of the Agreement.
  11.2           With
regard to foreseeable natural disasters, the party concerned shall take
appropriate measures to ensure the performance of this Agreement ahead of time.
The party Impacted by the force majeure event has the responsibility of
minimizing the impact of such events on both parties to the lowest level
possible.
  
  Contract
      of XDLONG (China) Co., Ltd.
 
 *This
is an English Translation*
 XII. Miscellaneous
  12.1           The
Agreement is executed by the office of XIDELONG (China) Co. Ltd.
  12.2           Any
appendix hereto or any supplementary agreement of this Agreement shall
constitute part of this Agreement and shall be of the same legal
effect
  12.3           Any
amendment or addition to this Agreement shall be made in writing.
  12.4           Any
matter not covered in this Agreement shall be negotiated by both parties with
supplementary agreements signed by both parties. Should negotiation fail, an
application shall be filed to competent authority where the Agreement is
executed for mediation and arbitration. Should mediation arbitration fail,
action may be initiated in court where the Agreement is executed.
  12.5           Party
A has the right to interpret this Agreement.
  12.6           Confirmation
of invalidity of any of the provisions of this Agreement will not affect the
legal force of the remaining provisions hereof and the rights and obligations of
both parties.
  12.7           Breach
of this Agreement by Party B’s authorized agent shall be deemed a breach of this
Agreement by Party B.
  12.8           This
Agreement shall be made in duplicate with Party A and Party B holding one copy.
The two copies shall be equally authentic.
  12.9           This
Agreement takes effect after being signed and sealed by both
parties.
    Party
      A:  XIDELONG (China) Co. Ltd.
                Party
      B:Address:
      XIDELONG Industrial Park, Chendai, Jinjiang City
                Address:Authorized
      person:
                Authorized
      person:Date
      signed:
                Date
      signed: