Unassociated Document


     

    
      Exhibit
10.1

    

     

    
      Exclusive
Manufacturing Agreement

      


      This
Agreement is entered into on June 30, 2004.

      


      The
Parties to this Agreement are:

      


      
        	
                (1)

              	
                Greatmat
      Technology (HK) Ltd, (a limited liability company incorporated and
      existing in accordance with the laws of Hong Kong), and its registered
      address is: Unit 2102-03, 21/F Kingsfield Centre, 18-20 Shell Street,
      North Point, Hong Kong (hereinafter referred to as “Party
    A”).

              


      

      


      
        	
                (2)

              	
                Yunfu
      Changyi Stone Factory, (a company incorporated and existing in accordance
      with the laws of the People’s Republic of China), and its registered
      address is: Hekou Stone Industrial Park in Yuncheng District, Yunfu City,
      Guangdong Province, People’s Republic of China (hereinafter referred to as
      “Party B”).

              


      

      


      Whereas
Party B is an enterprise specializing in the processing of stone materials, is
able to provide manufacturing and processing services to Party A for Party A’s
stone products with appropriate technology, equipment, personnel, and other
resources.

      


      Party A
agrees to appoint Party B as Party A’s exclusive processing factory to process
Party A’s GM brand artificial quartzite. Party B agrees to accept Party A’s
appointment to become Party A’s exclusive processing factory and undertakes to
provide manufacturing and processing services to Party A’s products
only.  Through negotiation and consultation, the Parties have agreed
to enter into this Agreement to stipulate the Parties’ rights and
obligations.

      


      
        	
                1.

              	
                Interpretation

              


      

      


      
        	
                1.1

              	
                In
      this Agreement, unless the context otherwise requires, the following terms
      shall have the following meanings:

              


      

      


      “China” means the People’s
Republic of China (for the purposes of this Agreement, excluding Hong Kong,
Macao and Taiwan).

      


      “Processing Business” means
the business in which Party B processes Party A’s Products.

      


      “Party A’s Products” means the
products which Party A requires Party B to process from time to time and Party B
is able to process under current conditions, including but not limited to the
products of GM brand artificial quartzite.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

      

      “Party A’s Articles” means
machines, equipment, tools, molds, installments, raw materials, spare parts,
packaging materials, semi-finished products provided by Party A to Party B and
finished products, defective products, remainders, and scraps which have been
processed by Party B and whose prices have been paid, etc.

      


      
        “Processing Period” means the
period from the date of appointment of processing by Party A as stipulated in
the orders issued by Party A to Party B to the date when Party B has completed
the processing and delivers the finished products to Party A.

      

      


      “Processing Place” means the
place where Party B manufactures and processes Party A’s Products.

      


      “Specific Warehouse” means the
warehouse which Party B specifically provides to store Party A’s
Products.

      


      “Party A’s Property” means
Party A’s Articles, and any patents, trademarks, copyright, designs, know-how
and other intellectual property rights which are related to the Processing
Business and belong to Party A.

      


      “Records of Products” means
the accurate and detailed written records which are made by Party B to record
the names and quantities of the products and articles transferred between the
Specific Warehouse and the Processing Place, and the names and quantities of the
products and articles sent out and delivered between the Specific Warehouse and
Party A.

      


      
        “Agreement Period” means this
Agreement will terminate at the end of five years from the date on which it is
executed.

      

      


      
        	
                2.

              	
                Processing
      and Manufacturing Business
Appointed

              


      

      


      
        	
                2.1

              	
                The
      machines and equipment which Party B shall use for processing Party A’s
      Products: Party A shall provide machines, equipment, raw materials,
      trademarks , logos, and packaging designs used on the products, and
      packaging materials, etc. Notwithstanding the above stipulation, Party B
      shall arrange and prepare any other necessary accessory materials,
      consumables, tools, and materials which needed for processing and
      manufacturing Party A’s Products.

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	
                2.2

              	
                Party
      A shall place written orders and provide samples to Party B when Party B’s
      processing services are needed by Party A. The orders shall list the
      product’s name, quantity, specification, nature, price, technology
      required for processing, processing period, liability for breach of
      contract, raw materials, spare parts, packaging materials, and other
      necessary materials and their quantity which Party A will provide to Party
      B, allowed maximum consumed quantity of materials, cost for use of one
      more spare part if Party B exceeds the allowed maximum consumed quantity
      of materials, and processing fee, etc.  The orders shall become
      part of this Agreement and shall have the same legal effect as this
      Agreement.

              


      

      


      
        	
                2.3

              	
                Party
      A shall provide Party B all the raw materials, spare parts, packaging
      materials and other necessary materials in accordance with the list
      indicated in the orders. Unless with a written consent from Party A, Party
      B shall not substitute the raw materials and spare parts which Party A
      provides with any raw materials and spare parts from its own or any other
      factories. The accessary materials and consumables which are needed to
      complete the processing of the products in the orders shall be provided by
      Party B and their quality and quantity shall be guaranteed by Party
      B.

              


      

      


      
        	
                2.4

              	
                Party
      B shall not at any time move Party A’s Articles, which under Party B’s
      control, to places other than the designated Specific Warehouse and
      Processing Place without Party A’s
consent.

              


      

      


      
        	
                2.5

              	
                Party
      B agrees that Party A shall have the right to inspect Party B’s processing
      procedures and methods with Party B’s consent at reasonable time before or
      during Party B’s processing. Party B guarantees that it will not deviate
      significantly the processing procedures and methods which the Parties have
      agreed and accepted. Party B should bear all the costs and expenses due to
      its deviation of the above mentioned processing procedures or methods
      without Party A’s consent during processing, including but not limited to
      rework, customer’s claims if Party A is not able to deliver on time or
      fails to deliver, direct losses claimed by customers,
  etc.

              


      

      


      
        	
                2.6

              	
                Party
      B agrees that Party A shall have the right to assign its employees or
      representatives to station in Party B’s factory. Party A’s employees or
      representatives shall have the right to inspect the Specific Warehouse,
      Records of Products, semi-finished products, processing procedures and
      methods, processing technology, equipment, and quality control which Party
      B adopts, and to request Party B to do corrections, amendments, and
      remedies as to matters which the Parties consider inappropriate, incorrect
      or incompliant, and Party B shall do such corrections, amendments, and
      remedies on a timely basis upon the request from Party A’s employees or
      representatives.

              


      

      


      
        	
                2.7

              	
                Party
      B shall retain and recycle the packaging materials provided by Party A
      based on the principle of economy. Party B shall try to avoid unnecessary
      waste of packaging materials.

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      
        	
                2.8

              	
                Party
      B shall ensure that there are enough Specific Warehouses, Processing
      Places, and workers to complete the Processing Business assigned by Party
      A on time with required quality.

              


      

      


      
        	
                2.9

              	
                The
      processing fee shall be determined by both the Parties when Party A places
      orders to Party B. Party A shall pay to Party B 30% of the processing fee
      in the orders as deposit when Party A places orders to Party B. The
      remaining amount of the processing fee shall be paid after Party A’s each
      satisfied inspection of Products and before
  delivery.

              


      

      


      
        	
                2.10

              	
                Processing
      Quantity. Party A shall guarantee to provide not less than 100,000 square
      meters’ Processing Business to Party B each year (the processing fee shall
      be determined and agreed by the Parties), or Party A will compensate Party
      B RMB5,000,000.

              


      

      


      
        	
                3.

              	
                Obligations

              


      

      


      
        	
                3.1

              	
                Apart
      from other obligations hereunder, Party A
shall,

              


      

      


      
        	
                 
      

              	
                i).

              	
                provide
      Party B necessary management and technology support upon Party B’s
      requirement;

              


      

      


      
        	
                
                

              	
                ii).

              	
                provide
      machines, equipment, raw materials, spare parts, packaging materials, and
      other required materials free of
charge;

              


      

      


      
        	
              	
                iii).

              	
                deliver
      machines, equipment, raw materials, spare parts, packaging materials, and
      other required materials to the Specific Warehouse or Processing Place
      Party B designates;

              


      

      


      
        	
                3.2

              	
                Apart
      from other obligations hereunder, Party B
shall,

              


      

      


      
        	
                 
      

              	
                i).

              	
                  ensure
      that the Specific Warehouse, Processing Place are in good condition and
      suitable for processing during the Processing
  Period;

              


      

      


      
        	
              	
                ii).

              	
                guarantee
      that the Specific Warehouse and Processing Place will have consistent
      communication, electricity, water supply and other
    facilities;

              


      

      


      
        	
              	
                iii).

              	
                provide
      comprehensive security services to the Specific Warehouse and Processing
      Place;

              


      

      


      
        	
              	
                iv).

              	
                guarantee
      to provide enough workers to complete the Processing Business assigned by
      Party A, and examine, approve, and handle within reasonable time any
      workers and management personnel whose performance is not acceptable to
      Party A upon Party A’s request, and guarantee the quality and quantity of
      the Processing Business;

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      
        	
              	
                v).

              	
                Party
      B shall pay salaries to its workers and management personnel, and provide
      social insurances, benefits, subsidies, compensations, allowances,
      bonuses, etc in accordance with the actual situation and
      needs.

              


      

      


      
        	
              	
                vi).

              	
                bear
      any and all the water, electricity, communication expenses and taxes in
      connection with the use of the Specific Warehouse and Processing
      Place.

              


      

      


      
        	
              	
                vii).

              	
                respect
      and protect the Parties’ patents, trademarks, copyright, designs,
      know-how, and other intellectual property rights, and keep Party A’s
      patents, trademarks, copyright, designs, know-how, other intellectual
      property rights and business secrets which are involved in the Processing
      Business confidential.

              


      

      


      
        	
                4.

              	
                Transportation
      and Insurance

              


      

      


      
        	
                4.1

              	
                Party
      A shall provide raw materials, spare parts, packaging materials, and other
      required materials in accordance with the stipulations hereof, and bear
      the costs incurred in transportation and expenses on the purchase of
      insurances.

              


      

      


      
        	
                4.2

              	
                Party
      B may purchase insurances for raw materials, spare parts, packaging
      materials, and other required materials, semi-finished products, and
      finished products stored in the Specific Warehouse and Processing Place in
      accordance with the actual situation and
needs.

              


      

      


      
        	
                5.

              	
                Representations,
      Warranties and Undertakings

              


      

      


      
        	
                5.1

              	
                Party
      A’s Representations, Warranties and Undertakings to Party
  B

              


      

      


      
        	
                 
      

              	
                i).

              	
                Party
      A is a limited liability company incorporated and existing under the laws
      of British Virgin Islands;

              


      

      


      
        	
              	
                ii).

              	
                Party
      A’s entering into this Agreement will not violate any applicable laws、regulations、limitations、undertakings、conditions
      or agreements biding upon it;

              


      

      


      
        	
              	
                iii).

              	
                During
      the term of this Agreement, Party A shall exclusively appoint Party B to
      process and manufacture artificial stone products. Party A undertakes that
      it will not appoint any other third party to process and manufacture
      artificial stone products in any way until the termination of its
      cooperation with Party B;

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      
        	
              	
                iv).

              	
                Party
      A shall pay all the prices for the processed products before taking
      delivery;

              


      

      


      
        	
              	
                v).

              	
                Respect
      and protect Party B’s patents, trademarks, copyright, designs, know-how,
      and other intellectual property rights, and keep Party B’s patents,
      trademarks, copyright, designs, know-how, other intellectual property
      rights, and business secrets which are involved in the Processing Business
      confidential.

              


      

      


      
        	
                5.2

              	
                Party
      B’s Representations, Warranties and Undertakings to Party
  A

              


      

      


      
        	
                 
      

              	
                i).

              	
                Party
      B is an enterprise incorporated and existing under the laws of the
      People’s Republic of China, and has the full powers and legitimate right
      to engage in the Processing Business for Party A’s
    Products;

              


      

      


      
        	
              	
                ii).

              	
                The
      Specific Warehouse, Processing Place and the attached facilities have met
      the standards of fire protection, security, and environmental protection
      enacted by relevant governmental
authorities;

              


      

      


      
        	
              	
                iii).

              	
                If
      Party B fails to complete the Processing Business in the Specific
      Warehouse and Processing Place on time due to external intervention, Party
      B guarantees to compensate Party A any direct losses caused by the
      above-mentioned intervention in accordance with the compensation clause as
      stipulated in the orders (except for force
  majeure);

              


      

      


      
        	
              	
                iv).

              	
                Party
      B shall notify Party A in writing if any variation of Party B’s operation,
      business, finance, plants, employees may affect the Processing Business,
      or Party B’s plants, warehouses, machines, stocks, articles will be in the
      danger of seizure or detained by any governmental administrative
      authorities, institutions, judicial
authorities;

              


      

      


      
        	
              	
                v).

              	
                Party
      B shall deliver the Processed Products with good quality to Party A on
      time in accordance with the quantity as required herein and the quantity
      in the orders which Party B may manufacture as negotiated by the Parties
      from time to time;

              


      

      


      
        	
              	
                vi).

              	
                Party
      B shall not use Party A’s equipment to process any other third party’s
      products without Party A’s written consent during the term of this
      Agreement;

              


      

      


      
        
          	
                  6.

                	
                  Inspection
      Standards, Delivery Time, Delivery
Place

                


        

      

      


      
        
          	
                  6.1

                	
                  Party
      A shall do the products’ quality inspection and acceptance before taking
      delivery of the products. The product standards in the Stone Board
      Materials shall be made reference in inspection standards and in the
      meantime, the products shall meet the following
    requirements:

                


        

      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        	
                 
      

              	
                i).

              	
                be
      basically consistent with the agreed
samples;

              


      

      


      
        	
              	
                ii).

              	
                the
      colors of the products which are in the same batch should basically the
      same;

              


      

      


      
        	
              	
                iii).

              	
                there
      should be no black dots on stone
surface;

              


      

      


      
        
          	
                  6.2

                	
                  Party
      A may reject to accept or return the products if the products are found
      defective or exceed order quantity during
  inspection;

                


        

      

      


      
        
          	
                  6.3

                	
                  Party
      B shall deliver to Party A the finished products as required in the orders
      before the end of the Processing Period.  If Party B is late in
      the delivery of the products, Party B shall compensate Party A for the
      losses so caused in accordance with the compensation clause as stipulated
      in the orders; If Party B’s delay is caused by Party A’s or the company
      designated by Party A’s not providing the raw materials, spare parts,
      packaging materials, or any other materials listed on relevant orders or
      not paying the processing fee on time, Party B shall be exempted from
      compensating Party A’s
losses.

                


        

      

      


      
        
          	
                  6.4

                	
                  Delivery
      place: Party B’s plant or the Specific
  Warehouse.

                


        

      

      


      
        
          	
                  7.

                	
                  Property
      Title

                


        

      

      


      
        	
                7.1

              	
                Party
      A is the sole and absolute legitimate owner of Party A’s Property during
      the term of this Agreement. Party B shall take all the necessary measures
      to ensure that Party A’s Property title is clear and will not be
      infringed.  If Party A’s Articles in the Specific Warehouse and
      Processing Place are seized or detained by any governmental department due
      to any reason caused by Party B, Party B shall be responsible for any
      explanation, certification or proof to relevant governmental department
      that the title of the Party A’s Articles belongs to Party A, and shall
      make every effort to make the seizure or detainment
    released.

              


      

      


      
        	
                7.2

              	
                In
      any circumstances, without Party A’s consent, Party B shall not offset any
      expenses with Party A’s Articles, nor dispose of Party A’s Articles in any
      other way. All Party A’s Articles shall be returned to Party A in case of
      termination of this Agreement for whatever
  reasons.

              


      

      


      
        
          	
                  8.

                	
                  Renewal

                


        

      

      


      
        
          	
                  8.1

                	
                  This
      Agreement will automatically be renewed upon the expiration date
      unless either one party raises objection to the renewal of
      the Agreement.

                


        

      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      
        
          	
                  9.

                	
                  Termination

                


        

      

      


      
        
          	
                  9.1

                	
                  This
      Agreement shall be terminated when the term of this Agreement expires in
      addition to the termination as stipulated under Clause 9.3
      herein.

                


        

      

      


      
        
          	
                  9.2

                	
                  Unless
      the circumstances occurred as listed in Clause 9.3 herein, if any Party
      proposes to terminate this Agreement during the term of this Agreement,
      the proposing Party shall give the other Party a prior written notice of
      termination no less than one
month.

                


        

      

      


      
        
          	
                  9.3

                	
                  During
      the term of this Agreement, each Party shall have the right to notify the
      other Party in writing to terminate this Agreement, when any one of
      following occurs:

                


        

      

      


      
        	
                 
      

              	
                i).

              	
                if
      the breaching Party fails to make any remedy within 14 days after the
      non-breaching Party sends a written notice to it requesting remedies for
      breach of contract, which can be remedied, in case of breach of any
      stipulation of this Agreement by the breaching
  Party;

              


      

      


      
        	
              	
                ii).

              	
                if
      Party B is in liquidation, whether compulsory or voluntary
    ;

              


      

      


      
        	
              	
                iii).

              	
                if
      Party A fails to provide Party B with the agreed amount of business for
      processing as stipulated herein, make the payments and violate all the
      stipulations herein, Party B shall have the right to terminate this
      Agreement;

              


      

      


      
        	
                10.

              	
                Breach
      of Contract

              


      

      


      
        
          	
                  10.1

                	
                  If
      any Party’s breach of this Agreement causes any losses to the other Party,
      the breaching Party shall compensate the non-breaching Party for any
      losses so caused; If both Parties are in breach, each Party shall be
      responsible for the part of losses caused its breach in accordance with
      the actual situation;

                


        

      

      


      
        	
                11.

              	
                Settlement
      of Disputes

              


      

      


      
        
          	
                  11.1

                	
                  Should
      any dispute and claims relating to this Agreement arise, the Parties shall
      seek to settle them through friendly negotiation. Each Party may submit
      the dispute to a local court for settlement in case the dispute is not
      settled in the manner accepted by the Parties within 30 days of receipt of
      the notice of the disputes.

                


        

      

      


      
        
          	
                  11.2

                	
                  The
      Parties shall continue to exercise their rights and carry out their
      responsibilities herein respectively except for the matters in dispute
      after the dispute arises;

                


        

      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      
        	
                12.

              	
                The
      Parties shall clear their payments when the term of this Agreement
      expires.

              


      

      


      
        	
                13.

              	
                The
      Parties shall refer to the written signed records during the term of this
      Agreement.

              


      

      


      
        	
                14.

              	
                Others:

              


      

      


      
        	
                14.1

              	
                This
      Agreement is drafted in Chinese.

              


      

      


      
        
          	
                  14.2

                	
                  The
      formation, validity, interpretation, implementation of this
      Agreement and any disputes arising out of this Agreement shall be governed
      by the laws of China.

                


        

      

      


      
        
          	
                  14.3

                	
                  No
      failure on the part of any of the Parties to exercise, and no delay on
      each of their part in exercising, any
      right or remedy under this Agreement will operate as a waiver thereof, nor
      will any single or partial exercise of any right or remedy preclude any
      other or further exercise thereof or the exercise of any other right or
      remedy. Nevertheless, the laws of China shall be
    applicable.

                


        

      

      


      
        
          	
                  14.4

                	
                  Unless
      otherwise stipulated herein, neither Party may assign partly or fully its
      rights or obligations under this Agreement without the written consent of
      the other party.

                


        

      

      


      
        
          	
                  14.5

                	
                  This
      Agreement constitutes the whole agreement related to the Processing
      Business between the Parties, and substitutes all preceding discussions,
      negotiations, and agreements between the
  Parties.

                


        

      

      


      
        
          	
                  14.6

                	
                  Any
      notice or demand that one Party sends to the other shall be written in
      Chinese, and sent to relevant parties by mail or facsimile swiftly. In the
      case of facsimile, the air registered mail shall be sent to confirm
      afterwards. Any notice or mail sent under this Agreement shall be deemed
      served and arrived by addressee in following
  conditions:

                


        

      

      


      1) In the
case of mail, the mail should be delivered to the right address;

      


      2) In the
case of facsimile, the fax machine shows fax completed or any other signal that
indicates the fax is completed.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        Party
A:

      

      


      
        
          	
                  Address: 

                	
                  Unit
      2102-03 21/F Kingsfield Centre 18-20 Shell Street North Point Hong
      Kong

                


        

      

      


      
        
          	
                  Recipient: 

                	
                  Chris
      So

                


        

      

       

      


      Party
B:

      


      
        
          	
                  Address: 

                	
                  Hekou
      Stone Industrial Park in Yuncheng District, Yunfu City, Guangdong
      Province.

                


        

      

      


      
        
          	
                  Recipient: 

                	
                  Zeng
      Xian Yi

                


        

      

      


      


      
        
          	
                  14.7

                	
                  This
      Agreement shall come into effect after the authorized representatives from
      both Parties sign and the company chops of each Party are
      affixed.

                


        

      

      


      


      This
Agreement is executed by the authorized representatives of the Parties on the
date as indicated on the first page of this Agreement.

      


      


      
        	
                Party
      A: 

              	
                Greatmat
      Technology (HK) Limited

              


      

      


      Authorized
Representative:

       

      


      
        	
                Party
      B: 

              	
                Yunfu
      Changyi Stone Factory

              


      

      


      Authorized
Representative:

      


      
        
          
          

        

        
          10