Phoenix Energy Resource Corporation: Exhibit 10.5 - Filed by newsfilecorp.com





Exhibit 10.5

Purchase and Sales Contract

Seller: Qianxinan Aosen Forestry Ltd. ; (“Party A”)

Buyer: Guizhou Yingye Forestry Ltd. ; (“Party B”)
Through
negotiation and in accordance with applicable economic laws of the People’s
Republic of China, Party B agrees to purchase fiberboards from Party A under the
following terms and conditions: 

	I. 	Product model, specifications, grade, quantity,
      unit price, and value 



	 	Specifications - 	 	 	  Ex-Factory Unit 	  Total Price 
	  Type 	Thickness (mm) 	Grade 	  Quantity 	Price 	(Yuan) 
	  	 	  	  	  	  
	Fiberboard 	 	Grade 1 	1380953 	63
    	87,000,000 
	 	 	 	 	 	 
	 	 	 	 	 	 
	  	 	  	  	  	  
	  	 	  	  	  	  
	 	 	 	 	 	 
	  	 	  	  	  	  
	Total 	Eighty seven million yuan 	 	  	  	  
	(in writing) 	 	  	  	  	  



	II. 	Quality standard: GB/T111718-1999, GB18580-2001 
	 	 
	III. 	Delivery 



	 	1. 	Transportation: truck or train 
	 	 	 
	 	2. 	Place of delivery: Guiyang 
	 	 	 
	 	3. 	Packing: Party A must place plates at the top and bottom of the
      fiberboards, and wrap them with plastic film and plastic tape at its own
      cost. Party A is not responsible for pack boards transported in bulk.
  
	 	 	 
	 	4. 	Transport cost: Party B must pay for the transport.
  



	IV. 	Payment: Party B must deliver the fiberboards upon receipt of the
      payment in cash. Both parties may renegotiate the price if the market
      price changes. 
		
	V. 	Invoicing: Party A must issue a VAT invoice for Party B’s payment.
      Party B must provide a transport invoice issued by the transportation
      authority for the fiberboards. 
		
	VI. 	Inspection and objection: Party B must make an objection to the
      quantity and appearance upon the arrival of fireboards and will otherwise
      be deemed to have accepted the products. Party B must file an objection in
      writing to the quality of Party A’s products within seven (7) days after
      the products reach Party B’s location or otherwise will be deemed to have
      accepted Party A’s products. 
		
	VII. 	Party A’s liability for breach: Party A must deliver products that
      fully match the samples in terms of type, model, specification, design,
      color, and quality. In case of any discrepancy, Party A must refer the
      products to after-sales procedures. 
		
	VIII. 	Party B’s liability for breach: Party B must not reject products
      shipped by Party A to Party B as agreed herein for any reason or otherwise
      is liable for any costs thus caused. Party A will withhold goods if Party
      B fails to make the payment in full. The deficiency will count as part of
      the total payment for the next batch of goods. 
		
	IX. 	Freight insurance: The carrier is responsible for loss of goods during
      delivery by truck. In the case of delivery by train, Party A must have the
      goods' value insured. Party A must assist the carrier in handling the loss
      of goods during the delivery according to relevant rules through
      consultation. Party B is responsible for the risks and costs incurred
      after the goods reach Party B’s designated location.








	X. 	Miscellaneous 



	 	1. 	Party A agrees to serve Party B in good faith; 
	 	 	 
	 	2. 	Party A will furnish Party B with promotional materials, such as
      copies of the production certificate, product inspection report, and
      relevant certificates Party A has obtained; 
	 	 	 
	 	3. 	Party B must promote and apply Party A’s products, safeguard Party A’s
      rights and interests, and maintain the confidentiality of Party A’s trade
      secrets. 
	 	 	 
	 	4. 	Party B must promote and apply Party A’s products, safeguard Party A’s
      rights and interests, and maintain the confidentiality of Party A’s trade
      secrets. 
	 	 	 
	 	5. 	During the inspection, Party B may file a complaint against Party A's
      products in terms of type, quantity, quality and specification by phone or
      fax. After receiving the complaint, Party A agrees to send personnel to
      Party B’s location within two days in Guozhou and within 15 days outside
      Guizhou’ 
	 	 	 
	 	6. 	Should Party A fail to handle the issue at Party B’s location within
      the agreed time, Party A is deemed to have accepted Party B’s objection
      and solution. Party B’s written complaint must specify the contract
      number, waybill number, license plate number, dates of shipment,
      production, and arrival, certify the product name, model, specification,
      marking, batch number, quantity, packing, and provide requirements for
      handling the products that fail to meet the agreed standards; 
	 	 	 
	 	7. 	After reaching Party B’s designated location, Party A’s after-sales
      representatives will count and sort the products in question in terms of
      stacking, deformation, color change, seepage, damage and processing and
      complete a After-Sales Form that indicates the actual product quality,
      production batch, grade, quantity, and the suggested solution, which must
      be signed by both parties. These representatives must also mark, photo and
      videotape the corrected products. 



	XI. 	After-Sales Principles 



	 	1. 	Party A will not indemnify Party B for any damage within 1cm from the
      edge during handling; 
	 	 	 
	 	2. 	Party B must negotiate with the carrier to resolve any loss caused by
      impact or water during transportation by truck; 
	 	 	 
	 	3. 	Party A agrees to assist in handling any loss caused by impact or
      water during transportation by train according to relevant railway
      translation rules; 
	 	 	 
	 	4. 	The two parties must negotiate the amount of compensation for any loss
      caused by impact or water more than 1 cm from the edge during Party A’s
      handling or short-haul transportation. In principle, Party A will reduce
      the price to the extent of the fiberboard’s delivery price; 
	 	 	 
	 	5. 	In principle, Party A will not compensate for fiberboard degrading
      caused by improper delivery. 
	 	 	 
	 	6. 	Party A accepts no compensation for cracking, delamination,
      deformation or seepage in under 5‰ of the fiberboards delivered. 
	 	 	 
	 	7. 	Party A is not responsible for any loss caused by incorrect delivery
      attributed to Party B’s errors. Instead, Party B is liable for all the
      costs thus incurred; 
	 	 	 
	 	8. 	During production, Party B must stop using Party A’s products of the
      same batch that have milky spots and notify Party A immediately for a
      further action; Party A will not compensate Party B for any loss caused by
      milky spots if Party B continues to use these boards despite the problem;
    







	 	9. 	During production, Party B must stop using Party A’s products of the
      same batch that have cracked continuously and notify Party A immediately
      for a further action. Party A will not compensate Party B for any loss if
      Party B has used more than 0.3% of the defective boards in the batch;
  
	 	 	 
	 	10. 	Unless otherwise approved by Party A in writing, Party B must not cut
      fireboards into smaller boards to produce surfaced products. Party A
      accepts no liability for compensating for any loss thus caused. 
	 	 	 
	 	11. 	Party B must stop using Party A’s products that exceed the agreed
      standards for length and diagonal and notify Party A immediately; Party A
      is not responsible for compensation if Party B has cut the fireboards into
      smaller plates. 
	 	 	 
	 	12. 	Party B must request Party A for compensation for defective products
      before these products leave factory. Party A accepts no request for
      compensation after its products are shipped and installed. 
	 	 	 
	 	13. 	After the fiberboards are processed, Party A is only responsible for
      strength-related quality problems, such as loose sandwich layer and
      delamination; 
	 	 	 
	 	14. 	Party A is not responsible for compensation relating to usable and
      off-grade products. 



	XII. 	Force majeure: Either party that cannot perform the contract due to
      force majeure must promptly inform the other party of the cause of its
      failure to implement the contract in full or in part so as to minimize the
      possible loss to the other party. After producing evidence for the
      failure, the affected party is allowed to postpone its performance or
      implement the contract partly, and is partly or fully relieved from its
      liability for breach as the case may be. 
	 	 
	XIII. 	Both parties must set out supplementary rules through negotiation for
      anything not covered herein. These rules have equal legal effect as this
      Contract; 
	 	 
	XIV. 	This Contract becomes effective from the date of being signed and
      stamped by both parties. During the term of the contract, neither party
      shall alter or cancel the contract without prior authorization; 
	 	 
	XV. 	This Contract remains effective from January 1 to December 31, 2009. 
	 	 
	XVI. 	This Contract is made in duplicate, one for each party.













	
Oct. 26 9:40
		
FAX 310
		
P.1
	
	
 
		
 
		
 
	
	
 
		
 
		
 
	
	


	


	
 
	
	
 
		
 
		
 
	
	
  Party A:
		
Party B:
		
 
	
	
  Address:
		
Address:
		
 
	
	
  Legal representative:
		
Legal representative:
		
 
	
	
  Authorized representative:
		
Authorized representative:
		
 
	
	
  Bank of deposit:
		
Bank of deposit
		
 
	
	
  Tel:
		
Tel:
		
 
	
	
  A/C No.:
		
A/C No.: