THIS PROFIT INTEREST AGREEMENT (the “Agreement”) is entered into as of February 2, 2010 by and between Foxhill Group Limited at P. O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, a company incorporated in the British Virgin Islands with limited liability (the “Buyer”); and Iao Pou Gaming Promotion Limited at Alameda Dr. Carlos d' Assumpção, n.ºs 181-187, Edifício Centro Comercial do Grupo Brilhantismo, 12.º andar, "T", Macau, a company incorporated under the laws of the Special Administrative Region of Macau and is principally engaged in the junket representative business (the “Seller”).

A.	The Seller owns the right, title, interest and benefits in and to 100% of the Profit, being the Net Operating Profit generated by the Seller at the VIP Club located at MGM Grand Macau Casino (“Casino”) at MGM Grand Macau (the “Interest”).

B.	The Seller, as the sole legal and beneficial owner of the Interest, desires to sell and/or assign the Interest to the Buyer and the Buyer desires to buy from the Seller the Interest pursuant to the terms and subject to the conditions set forth in this Agreement.

1. PURCHASE AND SALE OF INTEREST. Upon the terms and subject to the conditions set forth in this Agreement, the Seller hereby irrevocably agrees to sell, assign and convey the Interest to the Buyer, and the Buyer hereby agrees purchase, obtain and acquire the Interest from the Seller.

2. NET OPERATING PROFIT. The Net Operating Profit generated by the Seller at the VIP Club located at the Casino is arrived at by the calculation of deducting the Chips Commission Paid to Promoters and Management Fee Paid from the Income received being Net Revenue from Gaming Operations from the Casino pursuant to the Gaming Promoter Agreement dated November 9, 2009 (the “Gaming Promoter Agreement”) between MGM Grand Paradise S.A. and Sociedad Promocao de Jogos Iao Pou Limitada calculated in accordance with the format annexed as Exhibit 2.

3. PURCHASE PRICE. In consideration of and in exchange for the sale, assignment and conveyance of the Interest, the Buyer agrees to pay and the Seller agrees to receive Hong Kong Dollar One (HK$ 1.00- the “value”).

4. CLOSING. Subject to the satisfaction of the conditions set forth in this Agreement and compliance with the other provisions hereof, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place on the date that the transactions contemplated by that certain Stock Purchase Agreement dated October 6, 2009 as amended November 10, 2009, December 9, 2009 and January 11, 2010, by and among CS China Acquisition Corp., Asia Gaming & Resort Ltd. and Spring Fortune Investment Ltd are consummated (the “Closing Date”). At the Closing, the Seller shall deliver to the Buyer an assignment of the Interest, in the form attached as Exhibit 1.

5. ASSIGNMENT OF THE INTEREST. On the Closing Date, the Seller shall be the sole legal and beneficial owner of the Interest, free and clear of all claims, liens, mortgages, charges, security interests, encumbrances, liabilities or other restrictions and limitations of any kind and nature whatsoever. From and after the Closing, all Interest shall be owned by the Buyer.

6.1.1 Due Organization. The Seller is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation with its principal office at the address first written. It has the requisite power and authority to own its property and to carry on its business as it is now being conducted. The Seller has made all filings and is in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which the nature of the business it transacts or the character of property it owns makes such filings necessary.

6.1.2 Requisite Authority. The Seller has requisite power and authority to execute and deliver this Agreement and any other instrument or agreement required under this Agreement, and to observe and perform. the terms and provisions of this Agreement and of all such other instruments, and agreements.

6.1.3 Necessary Corporate Action. All corporate actions by the Seller and its directors or shareholders, necessary for the observation, authorization, execution, delivery, and performance of this Agreement and any other instrument or agreement required under this Agreement, has been duly taken.

6.1.4 Authority of Officers. The officers of the Seller executing this Agreement and any other instrument or agreement required under this Agreement have been duly appointed to the office and are fully authorized to execute the Agreement and any other instrument required under this Agreement.

6.1.5 Validity of Agreement. This Agreement has been duly executed and delivered by the Seller, and constitutes the legal, valid, and binding obligation of the Seller, enforceable against it in accordance with its terms and any other instrument or agreement required under this Agreement when executed and delivered by the Seller, will similarly constitute the legal, valid, and binding obligation of the Seller, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium, marshalling, or other similar laws relating to or affecting the rights of the Seller generally.

6.1.6 No Contrary Bylaw, Agreement, or Statute. There is no charter, bylaw, or capital stock provision of the Seller, and no provision of any indenture or agreement, written or oral, to which the Seller is a party or under which the Seller is obligated, nor is there any statute, rule, or regulation, or any judgment, decree, or order of any court or agency binding on the Seller that would be violated by the execution and delivery of this Agreement, or any other instrument or agreement required under this Agreement, or by the performance of any provision, condition, covenant, or other term of this Agreement or any such other instrument, or agreement.

6.1.7 No Pending Litigation. No litigation, tax claim, proceeding, or dispute is pending or, to the Seller’s knowledge, threatened against or affecting the Seller or its property, the adverse determination. of which might affect the Seller’s financial condition or operations or impair the Seller’s ability to perform its obligations under this Agreement or under any other instrument or agreement required by this Agreement.

6.2.1 Due Organization. The Buyer is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation with its principal office at the address first written. It has the requisite power and authority to own its property and to carry on its business as it is now being conducted. The Buyer has made all filings and is in good standing in the jurisdiction of its incorporation and in each other jurisdiction in which the nature of the business it transacts or the character of property it owns makes such filings necessary.

6.2.2 Requisite Authority. The Buyer has requisite power and authority to execute and deliver this Agreement and any other instrument or agreement required under this Agreement, and to observe and perform the terms and provisions of this Agreement and of all such other instruments, and agreements.

6.2.3 Necessary Corporate Action. All corporate actions by the Buyer and its directors or shareholders, necessary for the observation, authorization, execution, delivery, and performance of this Agreement and any other instrument or agreement required under this Agreement, has been duly taken.

6.2.4 Authority of Officers. The officers of the Buyer executing this Agreement and any other instrument or agreement required under this Agreement have been duly appointed to the office and are fully authorized to execute the Agreement and any other instrument required under this Agreement.

6.2.5 Validity of Agreement. This Agreement has been duly executed and delivered by the Buyer, and constitutes the legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms and any other instrument or agreement required under this Agreement when executed and delivered by the Buyer, will similarly constitute the legal, valid, and binding obligation of the Buyer, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement, moratorium, marshalling, or other similar laws relating to or affecting the rights of the Buyer generally.

6.2.6 No Contrary Bylaw, Agreement, or Statute. There is no charter, bylaw, or capital stock provision of the Buyer, and no provision of any indenture or agreement, written or oral, to which the Buyer is a party or under which the Buyer is obligated, nor is there any statute, rule, or regulation, or any judgment, decree, or order of any court or agency binding on the Buyer that would be violated by the execution and delivery of this Agreement, or any other instrument or agreement required under this Agreement, or by the performance of any provision, condition, covenant, or other term of this Agreement or any such other instrument, or agreement.

6.2.7 No Pending Litigation. No litigation, tax claim, proceeding, or dispute is pending or, to the Buyer’s knowledge, threatened against or affecting the Buyer or its property, the adverse determination of which might affect the Buyer’s financial condition or operations or impair the Buyer’s ability to perform its obligations under this Agreement or under any other instrument or agreement required by this Agreement.

7. CONDITIONS TO OBLIGATIONS OF THE SELLER. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the fulfillment of each of the following conditions:

8.1 The Gaming Promoter Agreement shall not be terminated or amended in any material respect without the consent of CS China Acquisition Corp. and Seller will at all times maintain all licenses, agreements and other permissions it requires to perform its obligations pursuant to such agreement.

8.2 By their execution of this Agreement in the place provided for below, Mr. Lam Man Pou and Mr. Vong Hon Kun agree that they will continue to fund chips for use in the VIP Gaming Rooms promoted by Jinark Limited, Doowell Limited, Champion Lion Limited, Sang Heng Gaming Promotion Company Limited, Spring Gaming Promotion Company Limited and Iao Pou Gaming Promotion Limited (collectively, the "AGRL VIP Gaming Promoters") at the VIP gaming rooms promoted by such companies to the same extent, but in no event less than HK$ 350,000,000 in the aggregate at any time, and in the same manner as they are providing such funding as of the date of this Agreement and as provided for in the Operation Manual of Asia Gaming & Resort Limited. Upon the working capital of the AGRL VIP Gaming Promoters being not less than HK$ 775,000,000 at the end of any fiscal quarter year (exclusive of any working capital provided by the Funder), the Funder's commitment to fund chips pursuant to this Section 8.2 shall terminate.

9.1 This Agreement represents the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior agreements with respect thereto, whether written or oral, including with limitation the agreement entered into as of June 8, 2009.

9.2 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard, however, to such jurisdiction’s principles of conflict of laws.

9.3 This Agreement may be executed in counterpart originals, each of which shall be an original, but all of which shall constitute only one Agreement. A facsimile signature of any party will be binding on that party, and any facsimile communication shall be immediately followed by a hard copy containing such signature.

9.4 This Agreement, into which the Seller and the Buyer have once entered, shall be irrevocable and non-terminable unless otherwise required by law or pursuant to any governmental or regulatory bodies.

FOR VALUE RECEIVED, Iao Pou Gaming Promotion Limited, a company incorporated under the laws of the Special Administrative Region of Macau and is principally engaged in the junket representative business (“Assignor”), herewith sells, assigns, transfers and conveys to Foxhill Group Limited, a company incorporated in the British Virgin Islands with limited liability (“Assignee’), the entirety of Assignor’s right, title, interest and benefits in and to 100% of the Profit Interest in Iao Pou Gaming Promotion Limited.

Acknowledged, consented, approved and agreed to by Iao Pou Gaming Promotion Limited, a company incorporated under the laws of the Special Administrative Region of Macau and is principally engaged in the junket representative business, and its members this February 2, 2010, that Foxhill Group Limited, a company incorporated in the British Virgin Islands with limited liability has become and at all times hereafter be authorized to withdraw all the Profit Interest distribution payable by Iao Pou Gaming Promotion Limited to Mr. Zheng Anting and Mr. Jin Weixi, and cause such Profit Interest distribution to be paid to Foxhill Group Limited.

INCOME

Net Revenue from Gaming Operations		$

EXPENSES

Chips Commission Paid to Agents		$

Management Fee Paid

Total

Net Operating Profit (Loss) for the period		$