Consulting Agreement

Exhibit 10.1

This consulting agreement (the “Agreement”), entered into on October 11, 2009 and effective as of the Effective Date (as defined in Section 1), is made by and between XxXxxxX.xxx, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Xxxxx Xxxxx, an independent provider of services (the “Contractor”).

RECITALS

A. The Company desires to assure itself of the services of the Contractor, as an independent contractor, by engaging the Contractor to perform services under the terms hereof.

B. The Contractor desires to provide services to the Company, as an independent contractor, on the terms herein provided.

C. The Company and Contractor have agreed that this Agreement shall replace in the entirety any and all prior written and verbal contractual agreements between the Company and the Contractor.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions.

(a) “Stock Award” shall have the meaning set forth in Section 3.

(b) “Board” shall mean the Board of Directors of the Company.

(d) “Contractor” shall have the meaning set forth in the preamble hereto.

(e) “Date of Termination” shall mean the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 4(b), whichever is earlier.

(f) “Effective Date” shall mean October 2, 2009, the date Contractor’s consulting with the Company will be deemed to commence hereunder, and in accordance with the Agreement.

(g) “Notice of Termination” shall have the meaning set forth in Section 4(b).

(h) “Term” shall have the meaning set forth in Section 2(b).

(i) “SEC” shall mean the United States Securities and Exchange Commission.

(j) “Registration Rights” shall mean that the Contractor shall have piggyback registration rights such that all shares of common stock issued under the Stock Award are to be included in any and all registration statement(s) filed by the Company until a registration statement is deemed effective by the United States Securities and Exchange Commission ("SEC") subsequent to the Effective Date.

2. Consulting.

(a) In General. The Company shall engage the Contractor and the Contractor shall perform services on behalf of the Company upon the other terms and conditions herein provided.

(b) Term of Agreement. The initial term under this Agreement (the “Initial Term”) shall be for the period beginning on the Effective Date and ending on the thirty six month anniversary thereof, unless earlier terminated as provided in Section 4. Upon expiration of the Initial Term, the Consulting term hereunder shall automatically be terminated.

(c) Position and Duties. During the Term, the Contractor shall provide services to the Company as defined in Exhibit A to the Agreement. The Contractor will be subject to direction of the Board; shall report directly to the Board; and agrees to observe and comply with the Company’s rules and policies as adopted by the Company from time to time.

3. Compensation and Related Matters.

(a) Cash. The Contractor will agree to provide services to the Company on a monthly basis as outlined in Exhibit A and will xxxx the Company for time incurred to perform finance and accounting services under the terms of this Agreement. The hourly rates are stated in the Company’s functional currency, the Chinese Yuan, and all cash payments under this agreement should be made in Yuan. The Contractor has agreed that unless the Company approves additional cash payments, the total cash compensation under this Section 3(a) shall not exceed 700,000 Yuan during each of the Company’s fiscal years ending September 30, 2010, 2011 and 2012, respectively. The rates in effect throughout the term of this Agreement are fixed and will not be adjusted by the Contractor unless certain conditions are met in accordance with Section 3(b):

Xxxxx Xxxxx	1,025 Yuan

Xxx Xxx	700 Yuan

Xxx Xxxxxxxx	700 Yuan

Xenia Sibova	700 Yuan

Xxxx Xxxx	700 Yuan

(b) Section 3(a) above will be subject to adjustment should the Company’s total assets change by over 50% from one reporting period where Form 10-Q or Form 10-K is to be filed or if and when the Company’s Board determines it will undertake a Form S-1 of Form 10 registration statement filing with the SEC. However, the acquisition, reorganization, or divestiture of the Company’s current assets shall not be considered in any determination under this Section 3(b).

(c) Stock Award. On October 11, 2009, the Company and the Contractor agreed that the Contractor should receive a stock award of 2,250,000 shares of the Company’s common stock (the “Stock Award”). Such shares of common stock are issued as compensation for the performance of the Contractor's services over the Term and as defined in Exhibit A.

(d) Registration Rights. All shares of the Company's common stock issued under the Stock Award shall contain Registration Rights as defined herein such that the Company will include all shares issued under the Stock Award in any and all registration statements filed subsequent to the Effective Date until a registration statement is deemed effective by the SEC. At all times, it is intended that the Contractor is compensated as a contractor under the applicable rules and regulations of the Internal Revenue Service and the State of New York in effect during the Term.

(e) Vesting. The Stock Award will be vested according to the following timeline:

1.)

2,250,000 shares of the Company's common stock shall vest on a pro rata basis over the thirty six months subsequent to the Effective Date.

(f) Expenses. The Company shall reimburse the Contractor for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures. The travel needs to be approved by the Company in advance.

(g) Termination of Prior Contracts. The Contractor and Company hereby agree that all prior contracts between the Company or any subsidiary of the Company and the Contractor are hereby terminated as of October 2, 2009. All stock awards included within prior contracts shall be considered earned on a pro-rata basis through the termination date.

4. Termination.

(a) General. The Contractor’s Consulting hereunder may be terminated by the Company or the Contractor, as applicable, for any reason with or without cause, without any breach of this Agreement.

(b) Notice of Termination. Any termination of the Contractor’s Consulting by the Company or by the Contractor under this Section 4 shall be at least 30 days following the date of such notice (a “Notice of Termination”).

(c) Termination due to Death or Disability. If the Agreement is terminated by reason of the Contractor's death or Disability, then the Contractor or, as applicable, his estate or other legal representative, shall be entitled to receive the amounts described in Section 4(c), if the Contractor, or his legal representative, executes and does not thereafter revoke, a General Release in a form acceptable to the Company.

5. Contractor Obligations Upon Termination of Consulting

(a) Contractor will deliver to the Company any compositions, articles, devices, computer software, computer diskettes and other storage media including all copies or specimens thereof in their possession (whether at the place of work, at home or elsewhere), that have been prepared or made by the Contractor or others, and any other items which disclose or embody Confidential Information, or reproductions of any aforementioned items developed by the Contractor pursuant to services provided by the Contractor or otherwise belonging to the Company, its successors or assignees, including, but not limited to, those records maintained pursuant to Section 2(c).

6. Restrictive Covenants.

(a) Confidentiality. The Contractor agrees that he will not during the Term or thereafter divulge to anyone (other than the Company or any persons designated by the Company) any knowledge or information of any type whatsoever of a confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, business strategies, marketing, sales and distribution plans. The Contractor further agrees that he will not disclose, publish or make use of any such knowledge or information of a confidential nature (other than in the performance of the Contractor’s duties hereunder) without the prior written consent of the Company. This provision does not apply to information which becomes available publicly without the fault of the Contractor or information which the Contractor is required to disclose in legal proceedings, provided the Contractor gives advance notice to the Board and an opportunity to for the Company to resist such disclosure.

(b) Non-Solicitation. The Contractor further agrees that during the Term and during the period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination, the Contractor will not engage or attempt to engage or assist anyone else to engage any person who is a Restricted Employee. As used herein, “Restricted Employee” means any person engaged by the Company or any of its subsidiaries or affiliates as of the Date of Termination or at any time during the 120 day period prior to the Date of Termination.

(c) Interpretation. In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. As used in this Section 6, the term “Company” shall include the Company, its parent, related entities, and any of its direct or indirect subsidiaries or affiliates.

7. Injunctive Relief. The Contractor recognizes and acknowledges that a breach of the covenants contained in Section 6 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Contractor agrees that in the event of a breach of any of the covenants contained in Section 6, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

8. Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity which is a successor to all or substantially all the assets of the Company, by merger or otherwise. The Contractor may assign the Agreement to any entity in which he retains a 100% ownership in at the time of the transfer. This Agreement shall be binding upon and inure to the benefit of the Company, the Contractor and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

9. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York.

10. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement shall be resolved by arbitration before a panel of one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then pertaining, except where those rules conflict with this provision, in which case this provision controls. Any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be selected within twenty business days from commencement of the arbitration from the AAA’s National Roster of Arbitrators pursuant to agreement or through selection procedures administered by the AAA. Within 45 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures, including limits on discovery, assuring that the arbitration will be concluded and the award rendered within no more than eight months from selection of the arbitrator or, failing agreement, procedures meeting such time limits will be designed by the AAA and adhered to by the Parties. The arbitration shall be held in New York and the arbitrators shall apply the substantive law of New York, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Prior to commencement of arbitration, emergency relief is available from any court to avoid irreparable harm. The arbitrator shall not award either party punitive, exemplary, multiplied or consequential damages, or attorneys’ fees or costs.

Notwithstanding the foregoing, the parties acknowledge and agree that the other party would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which such parties may be entitled at law or in equity, they shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary preliminary and permanent injunctive relief in any court of competent jurisdiction to prevent breaches or threatened breaches of any of the provisions of this Agreement.

11. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party shall have specified by notice in writing to the other party):

(a) If to the Company:

XxXxxxX.xxx, Inc.

349 Dabeilu, Shiqiao, Panyu

Guangzhou

Guangdong, China 511400

(b) If to the Contractor:

Xxxxx Xxxxx

9/F, Beijing Business World

00 Xxxxxxxxxxxx Xxxxxx, XX Xxxxxxxx

Xxxxxxx, Xxxxx 100062

12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

13. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the Consulting of the Contractor by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) shall supersede all undertakings or agreements, whether written or oral, previously entered into by the Contractor and the Company or any predecessor thereto or affiliate thereof with respect to the Consulting of the Contractor by the Company. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.