Proposed Investment in Glamour Sales

Confidential Term Sheet

November 24, 2009

The intent of this document (the "Term Sheet") is to describe, for negotiation purposes only, some key terms
of the proposed agreement (the “Proposed Investment”) among:

1. AXA Direct Asia II, L.P. acting by AXA PE Asia Manager Limited, advised by AXA Investment
Managers Private Equity Europe S.A. and AXA Private Equity Asia Pte Ltd as advisor and sub advisor
respectively (“AXA Private Equity”),

2. MANDRA CAPITAL (“Mandra Capital”),

3. Mr Xavier Niel (“XN”),

(AXA Private Equity, Mandra Capital and XN collectively referred to as the “Investors”),

4. Mr Olivier Chouvet (“OC”),

5. Mr Alain Soulas (“AS”),

(OC and AS collectively referred to as the "Main Shareholders"); and

6. Glamour Sales Holding Limited (“GS” or the “Company”), which is a holding company established in
Hong Kong, SAR that owns on a fully diluted basis 100% of Glamour Sales Singapore (Japan
operations) and 80% of Glamour Sales Hong Kong (China operations) on closing of this investment.

All terms and conditions are subject to negotiation and change. This document is not intended to be a binding
agreement between the Parties with respect to the subject matter hereof, except for the paragraphs below
captioned “Confidentiality”, "Legal Effect", "Governing Law" and “Exclusive Dealing”. A binding
agreement will not occur unless and until all the conditions precedent set out below in the paragraph
captioned "Conditions Precedent" have been satisfied or waived, as the case may be and the Parties have
negotiated, approved, executed and delivered the appropriate definitive agreements relating to the Proposed
Investment. Until execution and delivery of such definitive agreements, the Parties shall have the absolute
right to terminate all negotiations for any reason without liability therefore. Nothing contained herein shall
constitute an offer to buy or sell the securities described in this document.

Investee: Glamour Sales Holding Limited, a company organized under the laws
of Hong Kong
Shareholders Four shareholders, namely OC, AS, Guillaume Davin (“GD”) and
Thibault Villet (“TV”) having invested a total of US$4 million (the
“Initial Investment”)
Investors: AXA Direct Asia II, L.P., Mandra Capital and XN
Amount of Financing: US$9 million in aggregate from the Investors, comprising the
instruments below (the "Investment Amount").
Instruments: AXA Private Equity
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 US$2.4m of Series A Convertible Preferred Shares @ US$0.xx per
Series A Preferred Share
US$3.6m of Series A Convertible Notes

Mandra Capital (or its affiliates)

US$0.8m of Series A Convertible Preferred Shares @ US$0.xx per
Series A Preferred Share
US$1.2m of Series A Convertible Notes

XN
US$0.4m of Series A Convertible Preferred Shares @ US$0.xx per
Series A Preferred Share
US$0.6m of Series A Convertible Notes

The Series A Convertible Preferred Shares above shall be referred to

as the “Series A Preferred Shares” and the Series A Convertible
Notes above shall be referred to as the “Notes”.

Pre-Money Valuation and Pre-money valuation is US$14 million. The capitalization fully diluted
Capitalization: before this round of financing is:
Number of Shares % (fully diluted)
Common 100%
(60% OC, 30% AS, 5% GD, 5% TV)
Total: 100%
Post-Financing The target capitalization (on a fully diluted basis) post this investment
Capitalization: and post the implementation of the stock option plan approved by the
Board of Directors (“ESOP A”) is as follows:

Rights and Preferences of
Series A Preferred Shares:
Ranking:
Number of Shares %
Common 72.31%
Series A 18.59%
ESOP A 9.1%
Total: 100.00%
ESOP A, to be established prior to the investment by the Investors, is
estimated to give access to about 9.1% (fully diluted) of additional
capital post-investment by the Investors.
The rights of the Series A Preferred Shares will not be subordinated
and will at all times be at least equal to the rights granted to all other
shareholders under either the existing common shares and preferred
shares or any other shares to be issued in the future, except with the
consent of the holders of a majority of the then outstanding Series A
Preferred Shares.
For the avoidance of doubt, any equity in the Company (including the
Series A Preferred Shares) shall be subordinated to the Notes.

Dividend Rights: Holders of Series A Preferred Shares shall be entitled to receive

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 dividends together with the holders of Common Shares in accordance
with the number of Common Shares that their Series A Preferred
Shares could be converted into on the date on which the payment of
dividends is resolved upon and approved by the shareholders of the
Company.
Liquidation Preference: In the event of any liquidation, dissolution or winding up of the
Company or its subsidiaries, the holders of the Series A Preferred
Shares would be entitled to receive, prior to any distribution to the
holders of the Common Shares and any other shares of any class in the
Company, an amount equal to the 100% of the Purchase Price for the
Series A Preferred Shares plus all declared but unpaid dividends
thereon (the “Preference Amount”). If the Company had insufficient
assets to permit payment of the Preference Amount in full to all Series
A Preferred Shares shareholders, then the assets of the Company
would be distributed ratably to the holders of the Series A Preferred in
proportion to the Preference Amount each such holder would
otherwise be entitled to receive.
In case of any merger or acquisition (or similar transaction) that results
in a return to the Investors of 3 times the Investment Amount, the
Series A Preferred Shares shareholders will waive the right of
liquidation preference to the Preference Amount, and all funds and
assets shall be distributed in accordance with the priorities described in
the section “Conversion – Exit” below.
An acquisition of a company that is affiliated or related to the
Company, including any of its subsidiaries (each, a "Group
Company") or at least 50% of all of the outstanding shares of any
Group Company, by another entity by means of any transaction or
series of related transactions, or a sale of all or substantially all of a
Group Company’s assets (in each case, a “Trade Sale”), would in
each case be deemed a liquidation, dissolution or winding up of the
Company, except as otherwise approved by a majority of the holders
of the outstanding Series A Preferred Shares.

Exit Rights: Subject to any legal restrictions and without prejudice to any
redemption rights of the Series A Preferred Shares, beginning on the
fifth anniversary of the Closing Date, the holders of a majority of the
then outstanding Series A Preferred Shares have the option (in their
discretion) to require the Company to use its best efforts to either
cause a listing of the Company on an exchange approved by the
holders of a majority of the then outstanding Series A Preferred Shares
or a Proposed Sale. For the purposes of this Term Sheet, a Proposed
Sale means a transaction or series of related transactions in which a
party, or a group of related parties, acquires from shareholders of the
Company shares of the Company or all or substantially all the assets of
the Company for a total value of the Company which shall not be less
than US$50 million.

For the avoidance of doubt, the holders of the then outstanding Series
A Preferred Shares have the right to sell their shares (whether
Common Shares or Series A Preferred Shares) in their discretion to
any third party after the fifth anniversary of the Closing Date.

Conversion Rights: Each holder of Series A Preferred Shares has the right to convert its
shares at any time into shares of Common Shares at a conversion ratio,
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 which is initially 1:1. The conversion ratio is subject to proportional
adjustments for share dividends, share splits and similar
re-capitalization. Upon the consummation of an initial public listing of
the Company, all of the then outstanding Series A Preferred Shares
shall automatically convert into Common Shares of the Company.

Anti-dilution Provisions:
The conversion ratio for shareholders holding Series A Preferred
Shares shall be subject to adjustments to prevent dilution in the event
that the Company issues additional shares (other than shares issued to
employees, consultants and directors pursuant to share option plans
and arrangements approved by the Board of Directors and other
customary exceptions) at a purchase price less than the Purchase Price
of the Series A Preferred Shares adjusted by the then applicable
conversion ratio. In such event, the conversion ratio shall be adjusted
on a full ratchet basis.

Voting Rights: Each share of Series A Preferred Shares would carry a number of
votes equal to the number of shares of Common Shares then issuable
upon its conversion into Common Shares. The Series A Preferred
Shares would generally vote together with the Common Shares and
not as a separate class, except as specifically provided herein or as
otherwise required by law.

Rights and Preferences of the

Notes:
Status of the Notes The Notes constitutes a direct and unconditional obligation of the
Company to perform and fulfill the terms therein, and shall rank pari
passu and ratably without any preference or priority among
themselves, and the payment obligations of the Company under the
Notes shall rank pari passu with all other unsecured obligations (other
than priorities created by law) of the Company.
For the avoidance of doubt, any equity in the Company (including the
Series A Preferred Shares) shall be subordinated to the Notes.

Interest The Notes shall bear interest at the rate of five (5)% per annum,
compounded, on the principal amount of the Notes outstanding.

Redemption Mandatory Redemption

The Company shall redeem all outstanding Notes on the sixth
anniversary of the Closing Date. The redemption amount shall be the
aggregate issue price and accrued interest of the Notes being
redeemed.

Default The Notes shall become immediately due and payable (together with
interest accrued thereon) upon the occurrence of the standard events of
default, including (without limitation) failure of the Company to make
payment on the Notes when due, a material breach by the Company of
the terms of any agreements entered into with the Investors, the
Company being unable to pay its debts and the proposed liquidation or
winding up of the Company.

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Conversion The Notes may be converted into fully paid Common Shares and/or
Series A Preferred Shares in the following situations: (i) on the
occurrence of a second round financing by the Company (including for
this purpose, an initial public listing (“IPO”) of the Company) or,
should (i) do not occur, (ii) on the occurrence of an Exit.

IPO / Second Round Financing

(a) In the case of a second round financing by the Company that takes
the form of IPO, the Notes shall be automatically converted into
Common Shares prior to the completion of the IPO at a discount of
20% to the issue price of securities issued during the IPO.
(b) In the case of a second round financing with gross proceeds
exceeding US$5 million by the Company that is not an IPO of the
Company, the holders of the Notes have the option (but not the
obligation) exercisable by them in their discretion, to choose to
convert all or part of the Notes into either Common Shares or new
Preferred Shares prior to the completion of the second round financing
at a discount of 20% to the issue price of securities issued during the
second round financing.

Exit
On an Exit, if the sum of (i) the proportional equity value of the
Company of the Investors and (ii) the face value of the Notes plus any
accrued interests is such that the Investors are not able to achieve a
performance at least equal to 3 x Investment Amount on Exit, the
Notes shall be converted into Common Shares based on one of the
scenarios below, as applicable:
(i) Scenario 1
On an Exit, if the equity value of the Company is such that the
Investors are not able to achieve a performance at least equal to 3
times the Investment Amount on Exit but the value of the Company at
that point (equity plus notes) is sufficient for the Investors to achieve a
return of 3 times the Investment Amount and the Shareholders to
achieve a return of 3 times the Initial Investment, the Notes shall be
converted into Common Shares reflecting the following distribution
priorities:
• First, 100% to be paid to the Investors as a return of their
Investment Amount
• Second, 100% to be paid to the Shareholders as a return of
their Initial Investment
• Third, 100% to be paid to the Investors until they achieve 3
times their Investment Amount
• Forth, 100% to the Shareholders until they achieve 3 times
their Initial Investment
• Lastly, the remaining value (if not fully distributed) to the
Shareholders and holders of shares issued pursuant to share
option plans and arrangements approved by the Board of
Directors pro rata to their respective fully diluted
shareholding.

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 (ii) Scenario 2

On an Exit, if the equity value of the Company is such that the

Investors are not able to achieve a performance at least equal to 3
times the Investment Amount on Exit and the value of the Company at
that point (equity plus notes) is not sufficient for the Investors to
achieve a return of 3 times the Investment Amount and the
Shareholders to achieve a return of 3 times of the Initial Investment
and if the value of the Company is above the total capital invested
(equal to the sum of the Initial Investment and the Investment
Amount), then the Notes shall be converted into Common Shares at a
conversion rate implying a maximum dilution reflecting the following
distribution priorities:
• First, 100% to be paid to the Investors of as a return of their
Investment Amount
• Second, 100% to be paid to the Shareholders as a return of
their Initial Investment
• Third, 100% to be paid to the Investors and the Shareholders
such that each party realizes the same investment multiple
• Lastly, the remaining value (if not fully distributed) to the
holders of shares issued pursuant to share option plans and
arrangements approved by the Board of Directors pro rata to
their respective shareholding.
On an Exit, if the value of the Company (equity and bonds) is below
the total capital invested (equal to the sum of the Initial Investment
and the Investment Amount), then the distribution of the proceeds will
follow the standard liquidation preference: bondholders, preferred
shareholders and then common shareholders.
By way of example only, an analysis of the Exit mechanics is attached
as Schedule 1 to this Term Sheet (“Exit Mechanics Chart Flow”).

Additional Right In addition to the rights above, the Investors shall have the following
right:
Conversion Right
From the fifth anniversary of the Closing Date, the holders of a
majority of the then outstanding Notes may, at their option, require the
Company to commission a valuation report from one of the
international big 4 audit firms on the value of the Company (the
“Valuation Report”), and based upon the Valuation Report (which
shall be binding on the parties save in the case of fraud or manifest
error), the holders of a majority of the then outstanding Notes shall
have the option to convert the Notes into such number of fully paid
Common Shares as would entitle the Investors to achieve a return of 3
times the Investment Amount on a Proposed Sale of the Company.

Protective Provisions: In addition to such other limitations as may be provided herein or in

the articles of association of the Company (the "Articles"), the
following acts of the Company shall require the prior written consent
of the holders of a majority of the then outstanding Notes and the
holders of a majority of the then outstanding Series A Preferred
Shares, which consent shall not be unreasonably withheld (the term
“Company” means, in each case, the Company itself as well as each
Group Company):
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(i) any amendment or change of the rights, preferences, privileges or
powers of, or the restrictions provided for the benefit of Series A
Shares or the Notes;

(ii) any action to authorize, create or issue shares of any class or

series of the Company having preferences or rights superior to or on a
parity with the Series A Preferred Shares or the Notes in any aspects
including without limitation dividend rights, redemption rights and/or
liquidation rights;

(iii) any new issuance of any securities of the Company, excluding

(a) any issuance of the Series A Preferred Shares under the Purchase
Agreement, (b) any issuance of Common Shares upon conversion of
the Series A Preferred Shares, and (c) the issuance of any Common
Shares (or options or warrants therefor) under employee equity
incentive plans approved by the board;
(iv) any action to reclassify any outstanding shares into shares having
preferences or priority as to dividends or assets senior to or on a parity
with the preference of the Series A Shares;
(v) any increase or decrease of the authorized number of Common
Shares or Series A Preferred Shares of the Company;
(vi) any amendment of the Memorandum and Articles of the
Company or other charter documents that may adversely affect the
rights, preferences, privileges or powers of, or the restrictions provided
for the benefit of, the Series A Preferred Shares or the Notes;
(vii) any merger or consolidation of the Company with or into any
other business entity in which the shareholders of the Company
immediately after such merger or consolidation held shares
representing less than a majority of the voting power of the
outstanding share capital of the surviving business entity;

(viii) any incurrence of indebtedness by the Company in excess of

US$500,000 in the aggregate;

(ix) the sale, lease, transfer or other disposition of all or substantially

all of the Company’s assets;

(x) any strategic purchase by the Company of equity securities of, or

any securities convertible into equity securities of, or any operating
assets of, any company including the Company’s own securities in
excess of US$500,000 in the aggregate;

(xi) the granting or extension by the Company of any loan to any party
other than advances of reasonable salaries/fees for services rendered to
the Company and/or advances of reasonable expenses incurred on
behalf of the Company or a Group Company;

(xii) the adoption of, or any amendment to, any employee equity
incentive plan of the Company;

(xiii) the liquidation, dissolution or winding up of the Company; or

(xiv) the declaration or payment of a dividend or other distribution

(other than a dividend payable solely in the form of ordinary shares)
on Common Shares or Series A Preferred Shares.
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Representations and Warranties
(xv) the purchase or lease of any properties and assets other than
those for office, manufacturing or warehouse space used in the
ordinary course of the business of the Company;
(xvi) the appointment and removal of any key officer of the Company,
including the Chief Executive Officer , the Chief Financial Officer and
the Chief Operating Officer, including the Chief Executive Officers
for Japan, China and Korea.
(xvii) any increase in compensation of the ten (10) most highly
compensated employees of the Company by more than forty percent
(40%) in a twelve (12) month period;
(xviii) any repurchase or redemption of any equity securities of the
Company other than pursuant to (A) the redemption right of the
holders of Series A Preferred Shares as provided in the Memorandum
and Articles, or (B) contractual rights to repurchase Company Shares
from the employees, directors or consultants of the Company upon
termination of their employment or services pursuant to bona fide
employment or consulting agreements approved by the Board;
(xix) appointment and removal of auditors of the Company or any
material change in the accounting and financial policies of the
Company;
(xx) the extension by the Company of any direct or indirect guaranties
for any indebtedness of a person or entity that is not an affiliate of a
Group Company;
(xxi) the creation or permission by the Company of any lien,
mortgage, charge, security interest or encumbrance of any kind on any
of its properties or assets for any indebtedness of a person or entity
that is not an affiliate of a Group Company; or
(xxii) any material related party transaction involving the Company on
the one hand and a shareholder or any of the Company's employees,
officers, directors or shareholders or any affiliate of a shareholder or
any of its officers, directors or shareholders on the other.
Standard representations and warranties on the Company by the
Company and the Main Shareholders on the Company and its
subsidiaries to be included into the final definitive agreements relating
to the Proposed Investment, including but not limited to:
• Capitalization
• Subsidiaries
• Valid issuance of shares and notes
• Due organization and good standing
• Regulatory approvals and compliances and valid business
licenses or permits
• No material litigation
• Clear ownership of intellectual property rights
• All licenses and government permits received for business
• No encumbrances or liabilities (actual or contingent) except
as disclosed
• No related party transactions, including amounts due to or
from shareholders, directors or employees, save as disclosed
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 • Assurance of full material disclosure
• Business plan correct, financial assumptions reasonable
• Good title in all assets
• Accuracy of financial statements
• Absence of any material adverse developments
• Employee agreements in effect
• Insurance sufficient
• Material contracts
• Founders not involved in any other businesses, save as
disclosed and not subject to any existing non-compete
covenant that prevents them from being involved in the
business of the Company
• Registration rights
• Taxes
• Brokers
• etc.

Terms of the Securities The purchase of the Series A Preferred Shares and Notes would be
Purchase Agreement and made pursuant to a Share Subscription Agreement, a Notes
Rights Agreement: Subscription Agreement and a Rights Agreement reasonably
acceptable to the Parties, which agreement would contain, among
other things, customary representations and warranties of the
Company and founders, covenants of the Company and founders
reflecting the provisions set forth herein, and appropriate conditions of
closing.

Board of Directors: Upon closing of this financing, the holders of a majority of the then
outstanding Series A Preferred Shares would be entitled to elect one
(1) director to the board of the Company and one (1) observer to the
board of the Company. The directors elected by the holders of
Common Shares shall include AS and OC.
Board meetings to be held at minimum 4 times per financial year, and
once every 3 months.
The Company will indemnify directors and observers for their
reasonable travel expenses and provide directors and officers
insurance cover to a level and on terms satisfactory to the Investors in
respect of such person’s activities.

Key Persons / Non-Compete The Shareholders’ Agreement between the Parties shall provide for a
key person clause requiring OC, GD and TV to devote their working
time to the business of the group. The Shareholders’ Agreement shall
also contain provisions relating to the transfer of the shares of OC, GD
and/or TV in a “good leaver”/“bad leaver” situation.

Each Main Shareholder shall covenant in the Shareholders’ Agreement

that it shall not engaged in any business in competition with the
Company for the duration of their shareholding and for a period of two
years after the disposal of all of their shares.

Use of Proceeds: Proceeds from the investment by the Investors will be used for capital
expenditure and working capital needs of the Company and its
subsidiaries. Unless otherwise stated, no proceeds will be used in the
9
 payment of any debt of the Company and its subsidiaries or in the
repurchase or cancellation of securities held by any existing
shareholders without the prior consent of the Investors.

Rights of First Offer: Each holder of Series A Preferred Shares and Common Shares would
have a right of first offer to purchase up to its pro rata share (based on
its percentage of the Company’s outstanding Common shares,
calculated on a fully-diluted as-converted basis) of any equity,
equity-related or debt securities offered by the Company, on the same
price and terms and conditions as the Company offers such securities
to other potential investors with a right of over-subscription if any
holder of Series A Preferred Shares or Common Shares elected not to
purchase its pro rata share. This right would not apply to the
issuance by the Company of Common Shares (or options therefor)
issued to employees, officers or directors of the Company pursuant to
share purchase or share option plans approved by the Board of
Directors and the Compensation Committee of the Company.

Right of First Refusal and Each holder of Series A Preferred Shares would have the first refusal
Co-Sale Agreement: rights providing that any holder of Series A Preferred Shares who
proposes to sell all or a portion of his shares to a third party (other than
a transfer of shares to affiliates of that shareholders) must permit the
other holders of the Series A Preferred Shares hereunder at their option
to purchase such shares on the same terms as the proposed transferee.

Each holder of Common Shares would have the first refusal rights
providing that any holder of Common Shares who proposes to sell all
or a portion of his shares to a third party (other than a transfer of
shares to affiliates of that shareholders) must permit the other holders
of Common Shares hereunder at their option to purchase such shares
on the same terms as the proposed transferee on the same terms
offered by the proposed transferee.

Each holder of Series A Preferred Shares and Common Shares would

have the co-sale rights providing that any holder of Series A Preferred
Shares or Common Shares who proposes to sell all or a portion of his
shares to a third party (other than a transfer of shares to affiliates of
that shareholders) must permit the other holders of the Series A
Preferred Shares and Common Shares hereunder at their option to sell
a proportionate part of their shares on the same terms offered by the
proposed transferee.

The first refusal and co-sale rights described above would terminate
upon the closing of an IPO.

Information Rights: So long as shares of Series A Preferred Shares are outstanding, the
Company would deliver to each holder of Series A Preferred Shares
(i) audited consolidated annual financial statements within 120 days
after the end of each financial year; (ii) un-audited consolidated
monthly financial statements in an agreed format within 30 days after
the end of each month; and (iii) an annual budget within 30 days prior
to the end of each financial year. All financial statements are to
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 include a balance sheet, income statement and statement of cash flows
prepared in accordance with the accounting rules applicable to the
Company. All annual audited financial statements shall be prepared by
an international “Big 4” accounting firm or reliable accounting firm
with the consent of the Investors. In addition, the Company will
deliver any information reasonably requested by, allow inspection of
properties by, inspection of financial records by, and discuss its
business and finances with, the Investors. This will
include information required by the Investors to comply with their
own respective regular reporting obligations to its investors. These
information and inspection rights shall terminate upon the Company’s
initial public offering.

The Company shall inform each holder of Series A Preferred Shares of

any increase in compensation of any of the ten (10) most highly
compensated employees of the Company and the Group Companies by
more than twenty percent (20%) in any twelve (12) month period.

Restrictions on Transfers: General. All current and future shareholders of the Company must be
parties to the Shareholders’ Agreement, and, as a condition to transfer,
any permitted transferees of shares must agree to be bound by the
Shareholders’ Agreement.

The Main Shareholders may not transfer any interest in their shares to
any third party which would result in the Main Shareholders
controlling less than 51% of the shares of the Company except with
the consent of the Investors or in the case of an Exit or an initial public
listing of the Company during a period of three (3) years following the
completion of the Proposed Investment. No transfer will be effective
in any circumstances unless the transferee accedes to the prevailing
constitutive documents of the Company, including Shareholders’
agreement.

At any time, the Investors may transfer to an affiliate or, subject to the
right of first refusal described above, to a third party their respective
equity interest in the Company and their related rights under the
Shareholders’ Agreement. After the fifth anniversary of the Closing
Date, the Investors may transfer to any third party their respective
equity interest in the Company and their related rights under the
Shareholders’ Agreement without the approval of the other
shareholders.

No transfer of shares shall be made to any third party carrying out

business activities competing with the Company or its subsidiaries
during a period of three (3) years following the Closing Date.

Rights to Sell: The Series A Preferred Shares shall have the right, in their discretion
(subject to any regulatory restrictions) to participate in any initial
public offering of the Company by selling all (or part of) their shares
in the Company in the offering. Should any registration rights be
required in connection with such sales, the Company will use its best
efforts to secure such registration rights for the Investors.

Confidentiality: The terms and conditions of the investment, including its existence,
shall be treated as confidential information and may not be disclosed
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 to any third party by the Company or the Main Shareholders except as
provided below. The parties would be able to disclose the existence
of the investment, but not its pricing or other terms and conditions.
The pricing or other terms and conditions of the Investors’ investment
in the Company could be disclosed solely to the Company’s lenders,
investors, partners and advisors and to bona fide prospective lenders,
investors, partners and advisors, in each case only where such persons
or entities are under appropriate nondisclosure obligations and have
agreed to maintain the confidentiality of such information.
If any party determines that it is required by law to disclose
information regarding this Term Sheet or to file this Term Sheet with
any relevant regulatory authority, it shall, a reasonable time before
making any such disclosure or filing, consult with the other parties
regarding such disclosure or filing and seek confidential treatment for
such portions of the disclosure or filing as may be requested by the
other parties.

Documents and Expenses: The Investors shall hire a law firm acceptable to the Company to
prepare all financing documents, subject to review by the Company.
Each party shall be responsible for its own legal and other expenses
incurred in connection with the preparation of the investment
documents. However in the event of the completion of the Proposed
Investment or in the event that the Proposed Investment is not
completed due to a material breach by the Company or the Main
Shareholders of the definitive agreements, the Company will
reimburse the Investors up to a total of US$40,000 of their legal
expenses incurred in relation to the Proposed Investment.

Conditions Precedent: 1. Satisfactory completion of business, accounting and legal due

diligence, in the sole discretion of the Investors
2. Satisfactory completion and execution of legal documentation,
including but not limited to, subscription agreements for the Series
A Preferred Shares and the Notes, Shareholders' Agreement,
Rights Agreement, employment contracts, etc.
3. All required regulatory approvals and consents have been obtained
for the investment
4. Approval by the Investors’ respective investment committees.
5. Approval by the Company’s Board of Directors and shareholders.
6. Evidence of clear intellectual property rights to the Company’s
core technologies.
7. No material adverse change having occurred prior to completion
of the investment.
8. No litigation.
9. Articles having been amended to reflect the proposed terms of
investment and filed.
10. Representations and warranties of the Company and Main
Shareholders remaining true and accurate as at completion.
11. Waiver of pre-emption rights, if any, by all current shareholders to
the proposed investment
12. Delivery of a legal opinion by legal counsel to the Company in
form and substance satisfactory to the Investors covering the due
incorporation of the Company and its authority to enter into the
definitive documents relating to the Proposed Investment.
13. Delivery by the company of a 2010 budget approved by the
Investors.
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 14. Establishment of ESOP A.

Exclusive Dealing: The Company and the Main Shareholders hereby grant the Investors a
right of exclusivity for a period commencing from the date of
execution of this Term Sheet and terminating on December 31, 2009.
During this period, the Main Shareholders and the Company shall not,
and shall procure that their shareholders, directors, officers and
affiliates shall not, directly or indirectly:

(a) solicit, initiate, consider, encourage or accept any other proposals,

offers or expressions of interest, from any party other than the
Investors relating to any acquisition or purchase of, subscription for,
encumbrance over or other dealing with all or any portion of shares,
notes, securities, options of the Company or any Group Company or
other rights in whatever form to acquire such shares, notes, securities
or options of the Company or any Group Company or to acquire all or
any of the assets or undertakings of any the Company or any Group
Company or any interest therein;

(b) participate in any discussions, conversations, negotiations or other

communications regarding, furnish to any other party (other than the
Investors) any information with respect to, or otherwise cooperate in
any way, assist or participate in, facilitate or encourage any effort or
attempt by any other party to seek to do, any of the foregoing referred
to above in paragraph (a), and to the extent that any such discussions,
conversations, negotiations or other communications have begun, to
terminate immediately any such discussions, conversations,
negotiations or other communications; or

(c) enter into any commitments, agreements, arrangements or

understandings whatsoever, whether legally binding or not, with any
other party (apart from the Investors) in respect of a transaction of the
kind referred to above in paragraph (a).

Legal Effect Other than this Clause and the paragraphs captioned,
“Confidentiality”, "Exclusive Dealing" and "Governing Law" this
document does not constitute a legally binding agreement.

Governing Law Hong Kong.

Closing Date: No later than December 31, 2009.
Legal Counsel: To be appointed by the Investors.

13
AXA Private Equity Asia Ltd

By:______________
Name:
Title:

MANDRA CAPITAL

By:______________
Name:
Title:

MR XAVIER NIEL

By:______________
Name:
Title:

GLAMOUR SALES HOLDING LTD

By:____________
Name: Olivier Chouvet
Title:

Mr Olivier Chouvet

________________

Mr Alain Soulas

________________

14