0001477932-11-000159 Sample Contracts

Business Operation Agreement
Business Operation Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

This Business Operation Agreement (the “Agreement”) is executed by the following parties on the 10th day of NOV, 2010 in Chongqing, China.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2011, is made by and between Margret Wessels, an adult individual (“Seller”), and Haoji Xia, an adult individual (“Buyer”).

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores • Pennsylvania

This Share Exchange Agreement (this “Agreement”) is made and entered into as of February 11, 2011 by and among FITWAYVITAMINS, INC., a Nevada corporation (“FTWV”), CHINA DAHUA GROUP INTERNATIONAL HOLDINGS PROPERTY LTD, a British Virgin Islands Company (“Dahua”), and the shareholder of Dahua whose names appears on the signature pages hereof (the “Dahua Shareholder”). Each of FTWV, Dahua, and the Dahua Shareholder is referred to herein individually as a “Party” and all are referred to collectively as the “Parties.”

BILL OF SALE AND ASSUMPTION AGREEMENT
Bill of Sale and Assumption Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

THIS BILL OF SALE AND ASSUMPTION AGREEMENT (“Agreement”), made and entered into as of the 11th day of February, 2011, by and between FITWAY HOLDINGS CORP., a Nevada corporation (“Subsidiary”), and FITWAYVITAMINS, INC., a Nevada corporation and the sole shareholder of Subsidiary (“Parent”).

Exclusive Managerial Consulting Services Agreement
Consulting Services Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

This Exclusive Managerial and Consulting Services Agreement (the “Agreement”) is executed by the following parties on the 9th day of NOV 2010 in Chongqing, China.

Equity Pledge Agreement
Equity Pledge Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

WHEREAS, Haoji Xia, Wanting Fei are the shareholders of the Chongqing Zhongbao Investment Group Limited Liability Company (the “Zhongbao”) and collectively hold 100% of Zhongbao’s equity.

LITERAL ENGLISH TRANSLATION OF GOVERNING CHINESE TEXT
Voting Proxy Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

WHEREAS, Chongqing Difa Investment Management Limited Company (the “Difa”) is a wholly foreign-owned limited liability company duly established and existing under the laws of the People’s Republic of China (hereinafter referred to as “China”, for the purposes of this Agreement, exclude Hong Kong, Macao and Taiwan,).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores • Nevada

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 11, 2011, is made by and between FITWAYVITAMINS, Inc., a Nevada corporation (“Seller”), and Margret Wessels, an adult individual (“Buyer”).

Exclusive Acquiring Agreement
Exclusive Acquiring Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

This Exclusive Acquiring Agreement (the “Agreement”) is executed by the following parties on the 10th day of NOV 2010 in Chongqing, China.

Financial Adviser Agreement
Financial Adviser Agreement • February 11th, 2011 • Fitwayvitamins, Inc. • Retail-food stores

Chongqing Zhongbao Investment (Group) Stock Co., Ltd. is a Chongqing registered private company engaging in real estate development, construction, sales, maintenance and management services.

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