AGENCY AGREEMENT

THIS AGREEMENT is made at on this 1st day of April, 2011, between,

, who is duly authorized to execute this Agreement (Hereinafter called the “First Party”)

AND

(Hereinafter called the “Second Party”)

WHEREAS the First party is desirous of expanding its business network in ........,
particularly the business of Imports and Exports, Sales and Purchases of various Items /
Materials, and is also desirous of exploring and seeking other business opportunities
and investments.

AND WHEREAS the First Party has been looking for appointing an agent, who can
represent the business interest of First Party in ........, and further to execute such
business decision/ instructions of Sales and Purchases, Imports and Exports, of items as
may be called upon by the First Party to act upon.

AND WHEREAS the Second Party has approached the First Party and has represented
to the First Party that she possesses the skill, qualification, experience, means, capacity,
infrastructure etc. to act as an agent of the First Party for the aforesaid business and
further that she has permanent place of residence/ office to fulfill her professional
obligations as she may be called upon in terms of this Agreement.

AND WHEREAS the Second Party has further represented and assured the First Party
that at the time of execution of this Agreement, she is not working as agent for any other
Company and further that she will not take up the agency of any other company during
the period of this Agreement.

AND WHEREAS the First Party and the Second Party hereby enter into and execute
this Agency Agreement on such terms and conditions as mentioned hereunder.

NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS HEREINAFTER

CONTAINED THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS:

1. The First Party herby appoints the Second Party Ms. Jiang Aiqiong as an agent
of the First Party for a period of ---------- Months commencing from ------day of
------, 2011 for the business of Imports and Exports, Sales and Purchases of
Items / Products / Materials based in .........

2. The Second Party shall act only as an agent of First party and shall only execute
such business decisions / instructions shall be communicated to her by the First
Party.
3. The Second Party shall implement and execute the Business instructions of the
First Party relating to Sales and Purchase, Imports and Exports, of all business
and Industrial Item etc. as shall be called upon by the First Party, in ........ .The
Second Party shall procure material and items in ........ upon the instructions of
the First party.

4. The Second Party shall communicate and forward to the First Party the business
opportunities of the aforesaid Industries, and other business trends in Industries/
Business, providing profitable Investments opportunities in ......... The Second
Party shall send such feedbacks to the First Party every month in writing and the
same shall be used upon the actual and prevailing business trends and
opportunities available in .........

5. The Second Party shall also inform the First Party of the prevailing administrative
and legal procedures and laws of ........, and also such laws for conducting
Imports and Exports, Sales and Purchases, which may be required by the First
Party for smooth execution of its business in .........

6. The Second Party shall act as a representative and agent of the First Party
in ........ for all business, administrative and legal purposes, as may be required
for smooth conduct of aforesaid business of First Party in .........

7. The Second Party shall make all efforts to promote and expand the aforesaid
business and such opportunities for the First Party in ........, and shall endeavor to
maximize profits for the First Party and shall conduct business on behalf of First
Party in such a manner, which is most beneficial to the interest of the First Party.

8. The Second Party shall not act as an agent and representative of any other party
during the period of this Agreement and in that behalf shall not have any
business or pecuniary or any such interest with the business of any other party of
any other Industry, whether similar or not to the Items/ Businesses dealt with by
the Second Party on behalf of First Party.

9. The Second party while acting as an agent and representative of the First Party
for the aforesaid business, shall never compromise the business interests of the
First Party for any reason whatsoever and shall not receive any benefits of any
nature from any other Party / Third Party / Industry dealing with the business and
Items similar to the one of the First Party.

10. The Second Party undertakes to act loyally and faithfully to protect and
safeguard the business interests and investments of the First Party.
11. The First Party shall give to the Second Party RMB 5500 excluding TDS
applicable as per Income Tax provisions, towards agency charges per month
during the period of this agreement that also includes monthly Mobile Phone
expenses, which have been incurred by the Second Party on the business of the
First Party. The Second Party shall get approved Travel Expenses and other
such business expenses in writing from the Second Party, which may be required
for the conduct of business of the First Party in ......... The First Party shall also
reimburse all such incidental expenses as may be incurred by the Second Party
for the implementation of agency on behalf of First Party. The Second Party shall
also be entitled to commission / incentives upon such profits as may be received
by the First Party due to the efforts of the Second Party. However, the said
incentives / commission are solely discretionary in nature and the First Party has
the sole discretion to decide whether the Second party is entitled to such
commissions / incentives or not. The First party therefore reserves the right to
omit such commissions / incentives for any reason whatsoever.

12. The Second Party understand and undertake that she is as an agent and
representative of the First party, only entitled to such agency charges per month
as decided between the parties and that she is not and entitled to any
commissions or incentives or any other monies as a matter of legal right.

13. The Second Party undertakes not to make any demand or claim upon the First
Party after the termination or expiry of this Agreement, whatsoever.

14. The Second Party does not have any right to transfer the agency or any such
rights to any other Third Party. The Second Party undertakes not to transfer or
assign agency rights to any other person or party. Any such alleged transfer or
assignment of rights by the Second Party to any other Third Party shall be illegal
and this Agreement shall be deemed to be terminated immediately, upon such
illegal act of the Second Party.

15. The Second Party undertakes not to work adversely to the business interests of
the First Party during the period of this Agreement, for any reason whatsoever. If
any such act is committed by the Second Party, the First Party shall be entitled to
terminate the agency immediately and shall also be entitled to take legal action
against the Second Party in accordance with laws of India

16. The Second Party understand that this Agency Agreement is performance based
and the First Party reserve the right to terminate/ cancel this agreement of
Agency prematurely even before the period of expiry of this Agreement, if the
Second Party fails to fulfill its obligations as agreed above and if the First Party is
unable to make profits and seeks business as agreed above and further if the
Second Party commit the breaches to this Agreement.
17. The Second Party has no objection whatsoever if the Agency of the Second
Party is terminated prematurely by the First Party for any reason whatsoever.
The Second Party also understand that it shall only be entitled to Agency
Charges only upto such period when this Agreement stand terminated/
cancelled, and not further entire period of this Agreement.

18. The Second Party after the termination or expiry of this Agreement, whichever is
earlier, the Second Party shall promptly return to the company all samples,
patterns, catalogues, advertising materials, specification and other materials,
documents and papers relating to the business of the First Party which the
Second Party might have in his position or under her control.

19. The Second Party undertake that till one year from the termination or expiry of
this Agreement, which ever is earlier the Second Party shall not act as an agent,
employee, partner, director or any such capacity in any business / Industry,
which is similar or identical to the one of the First Party. The Second Party also
undertake not to divulge any such information, data, business skills, clients
details, any other confidential information to any other Third Party or person after
the termination or expiry of this Agreement, whichever is earlier.

20. The First Party and the Second Party voluntarily agree to the jurisdiction of
Courts at , India only for the purpose of any dispute or litigation that may arise
between the parties out of this Agreement.

IN WITNESS WHEREOF, both the parties have signed & executed this
Agreement on -------- day of ------- 2011 in the presence of the following
witnesses.

WITNESS:

1. (FIRST PARTY)

2. (SECOND PARTY)