Fifth Season International, Inc. Sample Contracts

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 18th, 2012 • Fifth Season International, Inc. • Blank checks • Delaware

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 9, 2011, by and between Fifth Season International Inc., a Delaware corporation (hereinafter referred to as “Company”) and Shaoping Lu (hereinafter referred to as the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks • Delaware

This AGREEMENT, entered into this 22nd day of October, 2010, between Fifth Season International Inc., a Delaware corporation (the "Company"), and Zhuming Zhang (the "Employee"),

REPURCHASE AGREEMENT
Repurchase Agreement • June 17th, 2011 • Fifth Season International, Inc. • Blank checks • Delaware

This Repurchase Agreement (this “Agreement”) is made as of the 20th day of September, 2010 by and among DYNASTY ENERGY RESOURCES INC., a Delaware corporation (collectively with its predecessors, the “Company”) and BELMONT PARTNERS, LLC, a Virginia limited liability company (the “Seller”). Each of the Company and the Seller is referred to herein as a “Party” and collectively, as the “Parties.”

Loan Agreement by and between Hangzhou the Fifth Season General Merchandise Investment Management Co., Ltd. (Company) and Shanghai Fuxing Pawnbroker Co., Ltd. dated February 27, 2011 for 6.25 million RMB Yuan.
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Contract No.: nil Borrower: Fifth Season General Merchandise Investment Management Co., Ltd. Lender: Shanghai Fuxing Pawnbroker Co., Ltd. Loan Amount (RMB): 6.25 million RMB Yuan Contract Term: from February 27, 2011 to April 26, 2011 Interest Rate:

Loan Agreement
Loan Agreement • June 17th, 2011 • Fifth Season International, Inc. • Blank checks

Contract No.: nil Borrower: Fifth Season General Merchandise Investment Management Co., Ltd. Lender: Shanghai Fuxing Pawnbroker Co., Ltd. Loan Amount (RMB): 6.25 million RMB Yuan Contract Term: from February 27, 2011 to April 26, 2011 Interest Rate:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 20th, 2010 • Dynasty Energy Resources, Inc. • Blank checks • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of September 20 2010, by and among DYNASTY ENERGY RESOURCES, INC., a Delaware corporation (collectively with its predecessors, the “Company”), BELMONT PARTNERS, LLC, a Virginia limited liability company (the “Controlling Stockholder”) and Shaoping Lu, an individual (the “Investor”). Each of the Company, the Controlling Stockholder and the Investor is referred to herein as a “Party” and collectively, as the “Parties.”

Equity Transfer Agreement
Equity Transfer Agreement • April 6th, 2011 • Fifth Season International, Inc. • Blank checks

With respect to the equity transfer of the Fifth Season (Hangzhou) Department Store Investment Management, the assignor and the assignee have reached the following:

Loan Contract
Fifth Season International, Inc. • September 2nd, 2011 • Blank checks
Sales Agency Agreement
Sales Agency Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks

After friendly consultation, and in accordance with the relevant PRC’ laws and regulations, Party A hereby entrusts Party B (with exclusive rights) to sell the premises which located in No. 26, Xingyuan Xi, Zhangdian District, Zibo, Shandong Province and were developed and owned by Party A.

Agreement for Sale of Commodity
Fifth Season International, Inc. • June 17th, 2011 • Blank checks

Pursuant to the contract entered on February 9, 2011, Party B will buy the copper of 199.8025 tons, iron of 150.010 tons and steel of 90.228 tons from Party A.

Sale Contract, dated May 5, 2010, between Zhejiang Jinghua Industry Co., Ltd. and the Fifth Season (Zhejiang) Trade Co., Ltd.
Fifth Season International, Inc. • September 2nd, 2011 • Blank checks

Pursuant to the provisions of the Contract Law of PRC, relevant laws and administrative regulations, and the principal of equality, voluntariness and honesty, both parties enter into this agreement regarding the purchase of LED lights series and electricity-saving lamps.

Loan Agreement
Loan Agreement • June 17th, 2011 • Fifth Season International, Inc. • Blank checks

Contract No.: nil Loan Amount (RMB): 4.25 million USD Purpose of the Loan: purchase of property of Boshan, Shandong Contract Term: from March 1, 2011 to March 1, 2013 Interest Rate:

JOINT FILING AGREEMENT
Joint Filing Agreement • February 8th, 2012 • Fifth Season International, Inc. • Blank checks

This Joint Filing Agreement, dated as of February 8, 2012, is by and among Weiguo Jiang, Suiying Sun and Hangzhou Hengji Energy Co., Ltd. (collectively, the "Joint Filers").

EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2008 • Dynasty Energy Resources, Inc. • Florida

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made this 17th day of August, 2007, by and between ALMA INTERNATIONAL, INC., a Florida corporation (the "Company"), and JAMES DITANNA (the "Employee").

Loan Agreement
Loan Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks

Party B has received the entrustment from Shandong Shengli Steel Co., Ltd.(hereinafter:the Principal) to issue a loan to Party A by reason of the entrusted loan contract [Contract No.(2011) LU ZI YIN WEI ZI 000838] entered into between Principal and Party B dated January 28, 2011.

Equity Transfer Agreement
Equity Transfer Agreement • April 6th, 2011 • Fifth Season International, Inc. • Blank checks

With respect to the equity transfer of the Fifth Season (Hangzhou) Department Store Investment Management, the assignor and the assignee have reached the following:

Mineral Product Sales Agreement
Mineral Product Sales Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks
Equity Transfer Agreement
Equity Transfer Agreement • June 17th, 2011 • Fifth Season International, Inc. • Blank checks

With respect to the equity transfer of the Fifth Season (Hangzhou) Department Store Investment Management, the assignor and the assignee have reached the following:

Agreement for Sale of Property entered by and between Zibo Tongxinde Trade Co., Ltd. and Shandong the Fifth Season Commercial Investment Co., Ltd dated December 21, 2009.
Agreement • April 6th, 2011 • Fifth Season International, Inc. • Blank checks

Pursuant to the contract entered on December 21, 2009, Party B will buy the property from Party A, located in the business building, from the third floor to the fourth floor, of No. 9 Chengdong Banshichu Street, Boshan District, Zibo City, Shandong Province and covered approximately 15,509.42 sq.m., with the use right tothe outside square of 3200 sq.m. and underground garage of 7748.39 sq.m..

Sale Contract, dated June 10, 2010, between Zhejiang Jinghua Industry Co., Ltd. and the Fifth Season (Zhejiang) Trade Co., Ltd.
Sale Contract • December 16th, 2011 • Fifth Season International, Inc. • Blank checks

Seller (Party B): The Fifth Season (Zhejiang) Trade Co., Ltd. Pursuant to the provisions of the Contract Law of PRC, relevant laws and administrative regulations, and the principal of equality, voluntariness and honesty, both parties enter into this agreement regarding the purchase of LED lights series and electricity-saving lamps.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 8th, 2012 • Fifth Season International, Inc. • Blank checks

This Joint Filing Agreement, dated as of February 8, 2012, is by and among Huilian Song and Power Guide Investments Limited (collectively, the "Joint Filers").

Rent & Operation Contract entered by and between Liyang the Fifth Season General Merchandise Investment Management Co., Ltd. and Quanjuxiang Catering dated February 5 2010
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Rent Purpose: Xinhuachu Catering Location: 4th Floor, 5th Season Department Store Building, Intersection between Luowan Road and Yucai Road, Liyang City Area: 3274 sq.m.

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LEASE AGREEMENT
Lease Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks
Rent & Operation Contract entered by and between Liyang the Fifth Season General Merchandise Investment Management Co., Ltd. and Quanjuxiang Catering dated February 5 2010
Fifth Season International, Inc. • June 17th, 2011 • Blank checks

Rent Purpose: Xinhuachu Catering Location: 4th Floor, 5th Season Department Store Building, Intersection between Luowan Road and Yucai Road, Liyang City Area: 3274 sq.m.

Sale Contract, dated December 1, 2010, between Kunlun International Trade Co., Ltd. and the Fifth Season (Zhejiang) Trade Co., Ltd.
Sale Contract • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks
Commercial Property Lease Contract
Fifth Season International, Inc. • September 2nd, 2011 • Blank checks

Party A has legal operation right and the leasing right to the property. If any third party claims the right to the property under this contract, it is Party A’s responsibility to handle the claim. Party A should supply all the legal documents that grant Party A the right to lease this property to Party B.

Loan Agreement by and between the Fifth Season (Hong Kong) International Group Co., Ltd. (Company), Lianmo Wu and Zhucheng Zhang and Shaoping Lu dated February 23, 2011 for 4.25 million USD.
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Contract No.: nil Loan Amount (RMB): 4.25 million USD Purpose of the Loan: purchase of property of Boshan, Shandong Contract Term: from March 1, 2011 to March 1, 2013 Interest Rate:

Agreement for Sale of Commodity entered by and between the Fifth Season (Zhejiang) Commerce and Trade Co., Ltd. and Guangdong Yuehe Assets Management Co., Ltd.
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Pursuant to the contract entered on January 12, 2011, Party B will buy the refined iron powder with iron content of 64% 6224 tons (±0.5%) and with iron content of 62% (±0.5%) from Party A.

Loan Agreement by and between Hangzhou the Fifth Season General Merchandise Investment Management Co., Ltd. (Company) and Mingyou Chen dated February 21, 2011 for 33 million RMB Yuan.
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Contract No.: nil Borrower: The Fifth Season General Merchandise Investment Management Co., Ltd. Lender: Mingyou Chen Loan Amount (RMB): 33 million RMB Yuan Contract Term: from February 21, 2011 to May 20, 2011 Interest Rate:

Agreement for Sale of Property
Fifth Season International, Inc. • June 17th, 2011 • Blank checks

Pursuant to the contract entered on December 21, 2009, Party B will buy the property from Party A, located in the business building, from the third floor to the fourth floor, of No. 9 Chengdong Banshichu Street, Boshan District, Zibo City, Shandong Province and covered approximately 15,509.42 sq.m., with the use right tothe outside square of 3200 sq.m. and underground garage of 7748.39 sq.m..

Cooperation Agreement
Cooperation Agreement • September 2nd, 2011 • Fifth Season International, Inc. • Blank checks

Party A and B negotiate, in accordance with mutually beneficial and equal principles, to reach an agreement of co-operate the karaoke entertainment business.

Equity Incentive Agreement entered by and between the Fifth Season (Zhejiang) Technology Co., Ltd. and Zhiyong Yang
Equity Incentive Agreement • April 6th, 2011 • Fifth Season International, Inc. • Blank checks

Pursuant to the contract entered on January 12, 2010, Party A will set up a project company to run e-commerce business, invest no less than RMB 15,000 thousand yuan among three years and hired Party B as the director. Party B is prohibited to work for other same or similar industries during his service for Party A and within one year after his departure. The work period is from January 15, 2010 to January 14, 2013.

Joint Filing Agreement
Joint Filing Agreement • September 16th, 2010 • Dynasty Energy Resources, Inc. • Blank checks

In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, each of the undersigned herby agrees to the joint filing on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Dynasty Energy Resources, Inc. and that this Agreement be included as an Exhibit to such joint filing.

Rent & Operation Contract entered by and between Wuxi Nankai Real Estate Development Co., Ltd. and Wuxi the Fifth Season Investment Management Co., Ltd. dated July 28 2009
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Party A promises to own the operation right to the rented room, and Party A is totally entitled to rent the room. Party A would settle the problem if there is any third party claims to the property right to the rented room.

Loan Agreement by and between Hangzhou the Fifth Season General Merchandise Investment Management Co., Ltd. (Company) and Lishuang Lu dated February 18, 2011 for 24 million RMB Yuan.
Fifth Season International, Inc. • April 6th, 2011 • Blank checks

Contract No.: nil Borrower: Fifth Season General Merchandise Investment Management Co., Ltd. Lender: Lishuang Lu Loan Amount (RMB): 24 million RMB Yuan Purpose of the Loan: working capital of the Company Contract Term: from February 18, 2011 to April 17, 2011 Interest Rate:

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