EX-10.1 

Management Agreement of GuangXi Province 

  Manganese Ore Project 


BETWEEN 


PERFISANS NETWORKS 


AND 


Liuzhou Yi Sheng Da Trading Co Ltd. 

(Representative: Liao Dong Shang – Mine 

Owner) 

 











MANAGEMENT AGREEMENT




 THIS AGREEMENT made and entered into
as of __________ by and between 

Perfisans Networks Corporation (hereinafter called Party A) and Liuzhou Yi 

Sheng Da Trading Co Ltd. (hereinafter called Party B).

Party A : Liuzhou Yi Sheng Da Trading Co Ltd. 

  Legal representative : Liao, Dong Shang 


Party B : Perfisans Networks Corporation 

Legal representative : Chan, Hoi Ming 


          To achieve reorganization of the enterprise and to increase productivity, Liuzhou Yi Sheng Da Trading Co Ltd. agrees the management of the Manganese Ore at Guangxi Fong Sheng be assigned to Aspire
(Guangxi) Inc. Both parties agree to the following terms and conditions. 


Rule 1      Summary 



  No. 1      The
      rights, responsibility and mutual benefits of Party A, Party B and its
      employees are described in this management agreement which offload the
      operation and production of the Manganese Ore from Party A. 

  No. 2      During
      the duration of management, Party A will follow and execute the mission,
      policy, rules and regulations of the country. 

  No. 3      During
      the duration of management, Party A is responsible for his own accounting,
      taxation, operation, gain and loss. All previous rules, policies, finance
      and taxation will remain unchanged. 

  



Rule 2      Terms, condition and main objective of subcontracting 



  No. 4         The duration of management is ten
    years, from 1st June
      2008 to 31st May
      2018. 

  No. 5         During subcontracting, Party B
    agrees to raise fund and assist Party A in reorganizing and finalizing
    certain legal documents which include the exploration right of the mine. 

  No. 6         The main objective of management
    is to increase revenues, invest in technical improvement and repay loan.
    The main idea is as follows: 







  Item 1       During
      management period, 21% of the profit will be reserved. 

  Item 2      During
      management period, RMB25 million will be invested to improve production
      equipments. 

  Item 3      During
      management period, the cost of production will not exceed 30%. 

  



Rule 3      Rights and responsibilities of Party B 

  Rights of Party B 



  No. 7      During
      management period, Party B is the legal representative of a foreign venture
      who will undertake the full responsibility such as the legal representative
      (one person only) will be the authorized representative of the company
      and has the right of supervision and responsible for the operation of this
      agreement. 

  No. 8      During
      management period, Party B has the following rights : 
















  Item 1      Party
    B can employ certain senior officers such as manager to form a team for
    the operation of the mine. The team will be dissolved when management period
    expired. 

  Item 2      Party
      B has the right to decide the organization of the mine, job placement and
      employment of professional technical staff. 

  Item 3      Party
      B has the right to award, punish, employ and terminate certain employees. 

  Item 4      Party
      B can modify internal payroll by his own payroll and wage standard. 

  Item 5      Party
      B can purchase new equipment if required. 

  Item 6      Party
      B has the right to explore new mines, if this is not contradictory to Rule
      6. 







  No. 9      Party
      B can receive income based on the terms of this agreement.





   Responsibilities of Party B 



  No. 10    During
      management period, Party B will have the following responsibilities : 

  





  Item 1         According
      to national regulations, Party B has to remit all kinds of taxes and fees. 

  Item 2      Party
    B has to fulfil the technical missions as mentioned in this agreement. 

  Item 3      During
      management period, Party B has to guarantee the goodness of Party A’s
      equipments and set up the asset amortization account. Item 4 Party B has
      to observe and follow plans of Party A. 

  Item 5      Party
      B has to follow up with all contracts signed by Party A with other parties,
      including all legal rights and liabilities. 

  Item 6      Party
      B has to supervise the staffs of Party A, respect and protect the democratic
      rights of the staffs, reports to Party A of the progress, listen to opinion
      and suggestion of Party A. 

  Item 7      Party
      B has to protect the legal rights of Party A’s employees, improve
      their working condition, increases the wages according to the increase
      in economic benefit and to increase the benefits. 

  





  No. 11     Party
      B agrees to pay a security deposit (or stocks equivalent) of RMB4.2 million
      (USD600,000) to Party A. 

      

    Party B has to follow all terms and conditions
    as mentioned in the agreement. 

  



Rule 4      Rights
and responsibilities of Party A.  


  No. 12     Rights
      of Party A : 





  Item 1      Party
      A has to protect the national benefit and Party A’s benefit. 

  Item
    2         Party A has the right to supervise the operational direction of Party
    B. 

  Item 3      Party
      A has the right to monitor the finance of Party B, to audit and to examine
      the quality of the product. 

  Item 4      Party
      A has the right to protect the legal rights of the employees under national
      rules and regulations. 






No. 13     Responsibilities
      of Party A : 





  Item 1      Party
      A cannot violate the terms of this agreement, nor can Party A interfere
      with the operation rights of Party B. 

  Item 2      Party
      A cannot take over the assets of Party B. 















  Item 3      Party
      A has to protect the legal rights of Party B according to this agreement. 

  Item 4      Party
      A has to fulfill all terms as mentioned in the agreement. 

  



Rule 5      Revenues of Party B 



  No. 14     During
      management period, Party B can receive his income, staff benefits or subsidiaries
      same as the staff of Party A. 

  No. 15     During
      management period, income of Party B will match with the economic indications
      and additional indications. 

  



         General
    rules are as follows: 



  Item 1      Party
      A will reward Party B for special contributions. 

  Item 2      Only
      living expenses will be paid for working for less than nine months due
      to sickness or other affairs. 

  





  No. 16     The income
      of Party B will be calculated at end of each month. Cost will be calculated
      daily. Profit will be calculated within three working days at the end of
      each month and the profit will be paid back to Party A in the form of shares. 

  



Rule 6      Amendment, cancellation and termination of the agreement 



  No. 17     This agreement
      is legal binding. Both Party A and Party B cannot amend or terminate this
      agreement unless it is agreed by both parties in writing. The agreement
      will be effective until both parties have reached an agreed on amendment. 

  No. 18     Before
      the expiry of this agreement, if the benefit of either party will be affected
      due to national policy, the affected party can amend or terminate the agreement. 

  No. 19     If Party
      B manages inefficiently or incorrectly which leads to a significant loss
      of Party A, or cannot fulfil the income target within two years, Party
      A has the right to terminate the agreement and claim for compensation from
      Party B. 

  No. 20     If Party
      A does not observe the terms of this agreement and interferes with the
      operation of Party B which affects its operation or its income, then Party
      B can terminate the agreement and claim for compensation from Party A. 

  No. 21     Due to
      certain uncontrollable reasons which affect the observation of this agreement,
      Party A and Party B can negotiate to arrive at certain amendment or terminate
      the agreement. 

  No. 22     Upon
      expiry of this agreement, the agreement will be terminated automatically. 

  No. 23     Thirty
      days before expiry of the agreement, Party A will review the operation
      of Party B. Party B will resign upon the signature of both parties. 

  



Rule 7      Responsibility of violation 



  No. 24     Both parties
      should observe the terms of this agreement. The party who does not follow
      will undertake the responsibility of violation. 

  



Rule 8      Additional rules 











  No. 25     If
      an accident has happened to Party B which cannot fulfil the terms of this
      agreement, Party B can elect or designate other party to undertake the
      agreement with the approval of Party A. 

  No. 26     Upon
      expiry of the agreement and if Party A desires to continue this operation,
      Party B has the priority to be selected as the management if Party B has
      fulfilled the terms of this agreement. 

  



The Agreement is signed in copies and has been recorded at the Subcontracting Advisory Committee. The copy and the original of the Agreement has the legal effect. 

	
Party A : Liuzhou Yi Sheng Da Trading Co Ltd.  	      	c/o  	
    Guangxi Fong Sheng 

	   	 	   	
    Manganese Ore 

	 	 	 	 




	Legal representative : 	  /s/
    Liao Dong Shang             






Party B : Perfisans Networks Corporation. 

 

Legal representative : Chan Hoi Ming 


Date: May 26, 2008