Loan Contract

Exhibit 10.12

Loan Contract

(Party A)
Lender:	Lishuang Lu
(Party B)
Borrower:	The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
(Party C)
Guarantor:	Lianmo Wu, Xxxxxx Xxxxx

1.	General Provision
	Party A, B and C sign the contract on February 18, 2011. Party B pledges its real estate as collateral to party A and promises to pay interest on the loan. Party C is a guarantor of party B and is responsible for paying party A in case of party B’s default.
2.	Loan Amount, Period, and Interest
	Loan amount: CNY 24,000,000
	Period: From February 18, 2011 to April 17, 2011
	Interest: Monthly interest rate is 1.62%
3.	Collateral Condition
	1)	Room 208, Xx. 000, 000, 000 Xxxxxxxxx Xx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx (Construction area: 781.30 square meters)
	2)	Xxxx 000, Xx. 000, 000, 000 Xxxxxxxxx Xx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx (Construction area: 2059.36 square meters)
	Above collateral’s value is CNY 24,000,000.
4.	Guarantee Scope of Collateralized Real Estate
	Principle, interest, default fee, and other fees.
5.	Registration
	Party A and B shall register with local real estate registration department in five business days after signing the contract.
6.	Management of Collateralized Real Estate
	Party B promises to take proper care of the real estate and is responsible for repairing and maintenance of it.
7.	Limitation on Disposal of Collateral
	Party B cannot transfer, sell or alter the collateral during loan period.
8.	Lease of Collateralized Real Estate
	Party B, as a lessor, shall send to the lessee written notice of collateralization if it is to lease the real estate. Lessee shall leave the premise in 10 days when party B is forced to sell the collateral due to default. Party A shall gain the lease right of the collateral after party B’s default.

9.	Party B’s Promise
	Party B promises that its ownership and disposal right of the collateral are valid and provided materials are true.
10.	Termination of Real Estate Collateralization
	The collateral contract is terminated once party B pays off loan principle and interest and fulfills contract provisions.
11.	Party B and C’s Promise
	Party B promises all materials are true. Party C, as a guarantor, has the duty to pay in case of party B’s default.
12.	Payment
	The payment shall be done in a lump sum of principle and interest when the loan period ends. Early payment is allowed.
13.	Breach Duties
	In case of default, party B shall pay a default fee that is 20% of the loan.
14.	Dispute Resolution
	The contract, binding to all three parties, is notarized at Yangpu Notarization Department in Shanghai.

Signature page

Lender: Lishuang Lu
By: /s/ Lishuang Lu

Borrower: The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
By: /seal/ The Fifth Season Hangzhou Department Store Investment Management Co., Ltd.
/s/ Lide Zhu

Date: February 18, 2011