Memorandum of Understanding

This Memorandum ofUnderstanding (“MOU") is made on lih December 2014 between

(1) First Asia Holdings Limited, a company incorporated under the laws of Canada (“Investor");

(2) Italian Design Bag' Age Private Limited, a company incorporated under the laws oflndia (Corporate Identity Number: U749991-位-I2008PTC187194 2008-2009) of No. 304, Silver Pearl Building, Opp. China Gate, Water Field, Bandra (W) - 400050, (“Company"); and

(3) Glen Rodrigues and Deborah Rodrigues, the owners of 5,999,999 and 1 shares in the Company respectively (“Sellers").

Whereas:

(a) The Company is a Hong Kong based leading luggage company trading soft luggage around the world and has been in the ladies handbag and luggage industry for the past 19 years.

(b) The Company has opened retail stores in major cities of India under the brand name “Rhysetta" promoting men's and ladies' wallets, beach bags, backpacks, hand bags, clutches, soft luggage, etc.

(c) The Company currently operates a centralised warehouse in Bhiwandi Mumbai with 6,000 sqm floor area, as well as 10 retail stores which are located in major high streets and shopping malls in India. The existing stores of the Company are located in:

(i) Phoenix Market City Mall, (ii) Amanora Mall, Pune (iii) Phoenix Pune Market City, Pune (iv) Oberoi Mal1, Goregaon (v) Infiniti 2 Mall, Malad (vi) Korum Mall, (vii) Phoenix Market City, Kurla (viii) R-City, Ghatkopar (ix) Neptune Magnet Mall, Bhandup (x) Growel Mall, Kandivali

(d) The Company also has wholesale distribution channels in

Page 1 of 5 (i) , (ii) , (iii) Hyderabad, Andhra Pradesh (iv) Bengaluru, (v) Mumb 缸， (vi) Patna, (vii) Kolka阻，

(e) The Company has e-Commerce distribution pa此 ners including

(i) Flipkart (ii) Snapdeal (iii) Arnazon (iv) Yebhi (v) Jabong (vi) Pepperfry

(f) The brand “Rhysetta" has been specifically designed and inspired by ltalian designers to suit the requirements of dress fashion for modern consumers, and is a trademark registered in India.

(g) The Sellers are the 100% legal and beneficial owners of the Company free 企om any charges, liens or encumbrances.

(h) The Investor intends to acquire shares in the Company itself or through its nominee so as to become a majority and controlling shareholder of the Company.

The provisions of this MOU shall neither be a binding agreement nor create legally binding obligations on any Party, until a definitive formal agreement is finalized and agreed to by and among the Investor, the Company and the Sellers

Shareholding to The Investor intends to acquire at least 60% shareholding be acquired in the Company via an allotment of news shares in the Company to the Investor or its nominee.

2. Consideration (a) The subscription price for 60% shareholding in the Company shall be US$6 million.

(b) The Investor shall have a period of six (6) months from the date hereof to obtain finance for the sum reaching at least the Consideration

(c) At any time during this period, the Sellers and the Company shall be entitled to negotiate with any

Page 2 of 5 in the Company provided that no sale or allotment shall be made unless the Sellers first give written notice to the Investor of any offers made by any third party to purchase the shares and setting out the price and terms thereof

(d) If the Investor advises the Sellers th前 it has obtained sufficient funds within this period, the Parties shall negotiate in good faith to reach and execute a sale and purchase agreement within 28 days, to provide for the allotment or transfer of shares of the Company to the Investor with reasonable and customary warranties and other matters such as conditions, appointment and removal of directors, time and manner of payment, etc. The Sellers shall thus become owners of the remaining proportion of shareholding on a fully diluted basis if they shall decide to retain an interest in the Company.

3. Service The Sellers agree to enter into a service agreement with Agreement the Company or the Investor as the Investor shall determine to act as the Managing Director for a period of not less than 3 years, providing for, among other matters, the obligations ofthe Sellers to:

(i) devote time and attention in promoting the business ofthe Company,

(ii) open at least 20 additional retail stores by the end of 3 years after completion of the transaction under the definitive formal agreement, and

(iii) guarantee the profitability of each retail store of the Company for the 3 years after completion of the transaction under the definitive formal agreement

Upon request of the Investor, the Sellers shall cause the following key persons to be retained by the Company in ltS management team

(a) Mr. S P Karthik, Head ofOperation

(b) Mr. Sameer and Mrs. Sangee徊， Head of Retail

(c) Mrs. Neena Karalk缸， Head of Commercial

(d) Ms. Christy Priyadarshini, Human Resources

Page 3 of 5 Manager

(e) Mr. John Bosco, Head ofDistribution and Channel

(f) Mr. Abrar Shaikh, E-Commerce Manager

4. oh h- fM wknuneikeH 中叫 OOD The Sellers and the Company represent that the Company 山 仇 叩Ad is the sole legal and beneficial owner of the "Rhysetta" 恥 p VJ m 。 3 brand, which is a registered trademark in India. If any intellectual prope此y rights in any trademark, service mark, copyright, moral rights, invention, utility model, software, methodology and know-how created for use in any manner in connection with the business of the Company are not owned by the Company, the Sellers assign or cause to be assigned such intellectual property rights to the Company as the Investor shall direct free from any encumbrance so that the Company shall become the sole and absolute owner thereof

5. Warranties The Sellers and the Company warrant and represent that (i) Recitals (a) to (g) inclusive are true and accurate, (ii) they have the full right and power to enter into this MOU, and (iii) no contractual right of any third party shall be violated by entering into this MOU.

6. Due Diligence The Seller and the Company shall co-operate with the Investor and provide the Investor with all assistance, documents and information to enable the Investor to complete the necessary due diligence in connection with the Company within a reasonable time prior to signing of a definitive formal agreement

7. Expenses Each pa此y shall bear its respective costs and expenses in connection with and incidental to this MOU and the definitive formal agreement, including the preparation and negotiation thereof

8. Governing Law The construction, validity and performance of this MOU and Jurisdiction shall be governed in all respects by the laws of the Hong Kong Special Administrative Region and any dispute thereunder shall be submitted for determination through arbitration at the Hong Kong International Arbitration Centre by a single arbitrator.

[signαture pαge to followJ

Page 4 of 5 This MOU has been executed by the Parties by their respective authorized signatories below on the day and year first above written

First Asia Bag' Age Private Limited :尸

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Page 5 of 5