Unassociated Document


    EXCLUSIVE
      OPTION AGREEMENT 

     

    This
      Exclusive Option Agreement (the “Agreement”) is entered into as of December 3,
      2007 between the following parties in Yiyang, Jiangxi Province.

     

    
      	
              Party A:

            	
              Jiangxi
                Morgen Star Copper Technology Co., Ltd.

            
	
               

            	
              Registered
                Address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County,
                Jiangxi Province.

            
	 	 
	
              Party B:

            	
              Wu
                Yiting

            
	
               

            	
              A
                citizen of PRC, Identity Card Number:
                362326196305220049

            
	 	 
	
              Party C:

            	
              Jiangxi
                Yiyang Fuda Copper Co., Ltd

            
	
               

            	
              Registered
                Address: Gejiaba, Huating Town, Yiyang
                County.

            


    

     

    WHEREAS:
      

     

    
      	
              1.

            	
              Party
                A is a wholly foreign-owned enterprise incorporated under the laws
                of the
                People’s Republic of China (the “PRC”), which was registered at
                Administration of Industry and Commerce Bureau of Shangrao, in Jiangxi
                Province, and the registered number is 361100510000102.

            
	 	 
	
              2.

            	
              Party
                C is a liability limited company which was registered at Administration
                of
                Industry and Commerce Bureau of Yiyang, and the registered number
                is
                3623262000077. It legally exists hitherto 

            
	 	 
	
              3.

            	
              As
                of the date of this Agreement Party B is the sole shareholder of
                Party C,
                and legally hold the 100% equity interest of Party
                C.

            


    

     

    NOW,
      THEREFORE,
      the
      Parties through mutual negotiations hereby enter into this Agreement according
      to the following terms and conditions:

     

    
      	
              1.

            	
              THE
                GRANT AND EXERCISE OF PURCHASE
                OPTION

            


    

     

    
      	 	
              1.1

            	
              Grant:
                Each Party B, C hereby grants Party A an irrevocable exclusive purchase
                option. Party A has right to purchase all or part of the shares of
                Party C
                currently owned by Party B (the “Object Shares”), or to purchase the real
                estates and land use rights situate at #93, Dongzhan Road and Gejiaping
                Huating Town, which currently owned by Party C (The land use rights
                and
                the real estates were mortgaged) (the “Object Assets”), or increase the
                investment until Party A holds 49% shares (When laws, regulations
                or
                policies of P.R.C permitted, the investment would be increased up
                to 100%)
                of Party C (the “Increasing Investment”). This purchase option is
                irrevocable and shall be exercised only by Party A (or the qualified
                persons appointed by Party A). The term “person” used herein shall include
                any entity, corporation, partnership, joint venture and non-corporate
                organizations.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              1.2

            	
              Exercise
                Procedures:

            


    

    
      	 	
              1.2.1

            	
              Party
                A shall notify Parties B, C in writing prior to exercising its option
                (the
                “Option Notice” hereinafter).

            


    

    
      	 	
              1.2.2

            	
              The
                next day upon receipt of the Option Notice, Parties B, C together
                with
                party A (or the qualified person appointed by Party A), shall promptly
                compile a whole set of documents (the “Transfer Documents”) to be
                submitted to the government bodies for approving the object shares
                or
                object assets transfer or increasing investment in connection with
                the
                Option exercise so that the shares or assets transfer can be transferred
                or investment can be increased, in whole or in
                part.

            


    

    
      	 	
              1.2.3

            	
              Upon
                the completion of the compilation of all the Transfer Documents and
                the
                Transfer Documents being confirmed by Party A, Parties B, C shall
                promptly
                and unconditionally obtain, together with Party A (or the qualified
                person
                appointed by Party A), all approvals, permissions, registrations,
                documents and other necessary approvals to effectuate the transfer
                of the
                object shares and object assets or increasing investment in connection
                with the Option exercise. 

            


    

    
      	 	
              1.3

            	
              Exercise
                Condition: Party A could exercise the optional purchase right to
                purchase
                object shares and object assets or increase investment, at any time
                when
                Party A considers it is necessary and
                feasible.

            


    

    
    

     

    
      	
              2、

            	
              Price
                of Option

            


    

    


    Party
      A
      shall purchase the
      object
      shares and object assets
      or
      increase investment at a price agreed by all parties. When laws, regulations
      or
      policies of P.R.C require these assets to be appraised, the purchase or
      increasing investment price shall be the appraisal price. Any consideration
      obtained by Party B and Party C
      shall be
      1) returned to Party A for operation in accordance with the Entrusted Agreement,
      or 2) paid back to Party A in any other ways. Party B.C shall execute any
      related agreements or letters of undertaking that is necessary to pay back
      such
      consideration. Party A has the discretion to decide the time and arrangement
      of
      the acquisition, provided that the acquisition will not violate any PRC laws
      or
      regulations then in effect.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    
      	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

    


    
      	
               

            	
              3.1

            	
              Each
                party hereto represents to the other parties that: 1) it has all
                the
                necessary rights, powers and authorizations to enter into this Agreement
                and perform its duties and obligations hereunder; and 2) the execution
                or
                performance of this Agreement shall not violate any significant contract
                or agreement to which it is a party or by which it or its assets
                are
                bounded.

            
	 	 	 
	
               

            	
              3.2

            	
              Party
                B hereto represent to Party A that: 1) they are legally registered
                shareholders of party C and have paid Party C the full amount of
                their
                respective portions of Party C's registered capital required under
                the PRC
                laws; 2) Party B has not mortgaged or pledged her shares of Party
                C, nor
                has granted any security interest or borrow against her shares of
                Party C
                in any form except <Shares Pledge Agreement>; and 3) Party B has not
                sold or will sell to any third party its equity interests in Party
                C.

            
	 	 	 
	
               

            	
              3.3

            	
              Party
                C hereto represents to Party A that: 1) it is a limited liability
                company
                duly registered and validly existing under the PRC law; and 2) its
                business operations are in compliance with applicable laws of the
                PRC in
                all material aspects.

            


    

    


    
      	
              4.

            	
              COVENANTS

            


    

    


    The
      Parties further agree as follows:

    


    
      	
               

            	
              4.1

            	
              Before
                Party A has acquired all the equity/assets of Party C or increased
                investment by exercising the purchase option provided hereunder,
                Party C
                shall not:

            


    

    


    
      	
               

            	
              4.1.1

            	
              sell,
                assign, mortgage or otherwise dispose of, or create any encumbrance
                on,
                any of its assets, operations or any legal or beneficiary interests
                with
                respect to its revenues (unless such sale, assignment, mortgage,
                disposal
                or encumbrance is relating to its daily operation or has been disclosed
                to
                and agreed upon by Party A in writing);

            
	 	 	 
	
               

            	
              4.1.2

            	
              enter
                into any transaction which may materially affect its assets, liability,
                operation, shareholders’ equity or other legal rights (unless such
                transaction is relating to its daily operation or has been disclosed
                to
                and agreed upon by Party A in writing); and

            
	 	 	 
	
               

            	
              4.1.3

            	
              distribute
                any dividend to Party B in any
                manner.

            


    

    


    
      	
               

            	
              4.2

            	
              Before
                Party A has acquired all the equity/assets of Party C or increased
                investment by exercising the purchase option provided hereunder,
                Party B
                shall not individually or
                collectively:

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      
        	
                 

              	
                4.2.1

              	
                supplement,
                  alter or amend the articles of association of Party C in any manner
                  to the
                  extent that such supplement, alteration or amendment may have a
                  material
                  effect on Party C's assets, liability, operation, shareholders’ equity or
                  other legal rights;

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                4.2.2

              	
                cause
                  Party C to enter into any transaction to the extent such transaction
                  may
                  have a material effect on Party C's assets, liability, operation,
                  shareholders’ equity or other legal rights (unless such transaction is
                  relating to Party C's daily operation or has been disclosed to
                  and agreed
                  upon by Party A in writing);
                  and

              


      

    

     

    
      	
               

            	
              4.3

            	
              Party
                B shall entrust Party C to Party A for management in accordance with
                Trusteeship Agreement. 

            


    

    


    
      	
               5.

            	
              ASSIGNMENT
                OF AGREEMENT

            


    

     

    
      	
               

            	
              5.1

            	
              Each
                of Party B and Party C shall not transfer their rights and obligations
                under this Agreement to any third party without the prior written
                consent
                of the Party A. 

            
	 	 	 
	
               

            	
              5.2

            	
              Each
                of Party B and Party C hereby agrees that Party A shall have the
                right to
                transfer all of its rights and obligation under this Agreement to
                any
                third party whenever it desires. Any such transfer shall only be
                subject
                to a written notice sent to Party B and Party C by Party A, and no
                any
                further consent from Party B and Party C will be required.
                

            


    

     

    
      	
              6.

            	
              CONFIDENTIALITY

            


    

     

    The
      Parties acknowledge and confirm that any oral or written materials exchanged
      by
      the Parties in connection with this Agreement are confidential. The Parties
      shall maintain the secrecy and confidentiality of all such materials. Without
      the written approval by the other Parties, any Party shall not disclose to
      any
      third party any relevant materials, but the following circumstances shall be
      excluded: 

     

    
      	
               

            	
              a.

            	
              The
                materials are known or will be known by the public (except for any
                materials disclosed to the public by the Party who receives such
                materials); 

            


    

     

    
      	
               

            	
              b.

            	
              The
                materials are required to be disclosed under the applicable laws
                or the
                rules or provisions of stock exchange; or


            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              c.

            	
              The
                materials disclosed by each Party to its legal or financial consultant
                relate to the transaction contemplated under this Agreement, and
                such
                legal or financial consultant shall comply with the confidentiality
                set
                forth in this Section. The disclosure of the confidential materials
                by an
                employee of any Party shall be deemed disclosure of such materials
                by such
                Party, and such Party shall be liable for breaching the contract.
                This
                Article 6 shall survive this Agreement even if this Agreement is
                invalid,
                amended, revoked, terminated or unenforceable by any reason.
                

            


    

    


    
      	
              7.

            	
              BREACH
                OF CONTRACT

            


    

    


    
      	
               

            	 	
              Any
                violation of any provision hereof, any incomplete or mistaken performance
                of any obligation provided hereunder, any misrepresentation made
                hereunder, any material nondisclosure or omission of any material
                fact, or
                any failure to perform any covenants provided hereunder by any Party
                shall
                constitute a breach of this Agreement. The breaching Party shall
                be liable
                for any such breach pursuant to the applicable
                laws.

            


    

    


    
      	
              8.

            	
              APPLICABLE
                LAW AND DISPUTE RESOLUTION

            


    

     

    
      	
               

            	
              8.1

            	
              Applicable
                Law 

            


    

     

    The
      execution, validity, interpretation and performance of this Agreement and the
      disputes resolution under this Agreement shall be governed by the laws of PRC.
      

     

    
      	
               

            	
              8.2

            	
              Dispute
                Resolution 

            


    

     

    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance of this Agreement through friendly consultation. In case no
      settlement can be reached through consultation within thirty (30) days after
      such dispute is raised, each party can submit such matter to China International
      Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its
      rules. The arbitration shall take place in Beijing. The arbitration award shall
      be final, conclusive and binding upon both parties. 

     

    
      	
              9.

            	
              EFFECTIVENESS
                AND TERMINATION

            


    

     

    
      	
               

            	
              9.1

            	
              This
                Agreement shall be effective upon the execution hereof by all Parties
                hereto and shall remain effective
                thereafter.

            


    

     

    
      	
               

            	
              9.2

            	
              This
                Agreement may not be terminated without the unanimous consent of
                all the
                Parties except that Party A may, by giving a thirty (30) days prior
                notice
                to the other Parties hereto, terminate this
                Agreement.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              10.

            	
              MISCELLANEOUS

            


    

     

    
      	
               

            	
              10.1 

            	
              Amendment,
                Modification and Supplement 

            


    

     

    Any
      amendment and supplement to this Agreement shall be made by the Parties in
      writing. The amendment and supplement duly executed by each Party shall be
      deemed an integral part of this Agreement and shall have the same legal effect
      as this Agreement. 

     

    
      	
               

            	
              10.2 

            	
              Entire
                Agreement 

            


    

     

    The
      Parties acknowledge that this Agreement constitutes the entire agreement of
      the
      Parties with respect to the subject matters therein and supersedes and replaces
      all prior or contemporaneous agreements and understandings in oral or written
      form. 

     

    
      	
               

            	
              10.3 

            	
              Severability
                

            


    

     

    If
      any
      provision of this Agreement is adjudicated to be invalid or non-enforceable
      according to relevant PRC laws of the PRC, such a provision shall be deemed
      invalid only to the extent the PRC laws are applicable in China, and the
      validity, legality and enforceability of the other provisions hereof shall
      not
      be affected or impaired in any way. The Parties shall, through consultation
      based on the principal of fairness, replace such invalid, illegal or
      non-enforceable provision with valid provision so that any substituted provision
      may bring the similar economic effects as those intended by the invalid, illegal
      or non-enforceable provision.

     

    
      	
               

            	
              10.4 

            	
              Headings
                

            


    

     

    The
      headings contained in this Agreement are for the convenience of reference only
      and shall not in any other way affect the interpretation, explanation or the
      meaning of the provisions of this Agreement. 

     

    
      	
               

            	
              10.5 

            	
              Language
                and Copies 

            


    

     

    This
      Agreement is executed in Chinese in three (3) copies; each Party holds one
      and
      each original copy has the same legal effect. 

     

    
      	
               

            	
              10.6 

            	
              Successor
                

            


    

     

    This
      Agreement shall bind and benefit the successor or the transferee of each Party.
      

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS THEREFORE,
      the
      parties hereof have caused this Agreement to be executed by their duly
      authorized representatives as of the date first written above. 

    


    PARTY
      A: Jiangxi Morgan Star Copper Technology Co., Ltd. (Seal)

    


    Authorized Representative(Signature):
      /s/ Wu Yiting

    


    
      	
              PARTY
                B: /s/
                Wu
                Yiting                 
                 (Signature)

            
	 
	
              Wu
                Yiting

            


    

     

    PARTY
      C: Jiangxi Yiyang Fuda Copper Co., Ltd. (Seal)

     

    Legal
      Representative (Signature): /s/ Wu Yiting

     


    
      
        
        

      

      
        6