Yayi International Inc.: Exhibit 10.1 - Prepared by TNT Filings Inc.




  




Exhibit 10.1  


Project Installation Agreement 

Party A: Shaanxi Milkgoat Dairy Co., Ltd. 

Party B: Heilongjiang Tianhong Food Equipment Co., Ltd. 



Party A intends to engage Party B to install all of the
process pipelines, process equipment and the central system pipelines in the
joint production plant of Party A. To protect the interests of both parties,
according to the Economic Contract Law of the People's Republic of China,
Regulations on Building and Installation Project Contract and related
regulations, both parties have negotiated and reached the following agreement
(the "Agreement"): 


1. Scope of Installation 


1.1     Project Location: Shaanxi Milkgoat
Dairy Co., Ltd. new joint production plant. 

1.2     Project Scope: Party B shall
install all process pipelines and the central system pipelines to be used by
process equipment. 

1.3     Party B shall be responsible to
provide labor, materials and the turn-key project in accordance with the project
drawing. 

1.4     Party B shall be responsible for
its own employees' labor fees, machine expenses, supply of main materials and
low value consumables. 


2. Project Installation 


2.1     Party B is responsible to
correctly place the equipment, adjust the level and connect the equipment.


2.2     Party B should manufacture and
install the supporting and mounting brackets for the installation of process
pipelines and the central system pipelines hereunder. 

2.3     In accordance with the drawing of
process pipelines and central system pipelines, Party B should manufacture and
install: 

    2.3.1     Party B shall
connect the steam pipelines to all the equipment using steam from the steam
cylinder interfaces in the workshop and condensed water pipelines to the
condensed water tank. 









    2.3.2     Party B shall
connect all the compressed-air pipeline to the compressed-air-used equipment
after Party A installs such pipelines in the workshop with a length of one
meter. 

    2.3.3     All the
pipelines should be installed on the potable water equipment after Party A
installs such pipelines in the workshop with a length of one meter. 

    2.3.4     Party B shall
take charge to connect all the softened water pipes to the softened water
machines after Party A installs those pipelines into the workshop for one meter


    2.3.5     Party B shall
connect all the iced water, purified water and circulating water pipelines to
the corresponding machines after Party A installs such pipelines in the workshop
with a length of one meter. 

    2.3.6     From the
process stage, Party B should connect all process pipelines to all process
equipment in the workshop. 

    2.3.7     From the hot
water process, Party B should connect hot water pipelines to the hot water
pipelines and equipment. 

    2.3.8     From the milk
collection process, Party B should connect material pipelines to all process
equipment. 

    2.3.9     Party B
should be responsible for all unpredictable projects. 

2.4     After the
installation of all the pipelines, Party B should be responsible for the
passivation of the welding joint, cleaning and leak inspection of the stainless
steel pipelines. 

2.5     Party B should test and adjust the
installation of single machine, joint machine, test the equipment with water in
lieu of milk as material and overall system adjustment. 


3. Project Cost - Total Price (RMB 12,535,000) 


4. Payment Terms 


4.1     Within ten days after the
execution of the Agreement, Party A should pay 30% of the Total Price, RMB
3,760,500, to Party B for purchasing the installation materials. 

4.2     Within seven days
after the delivery of installation materials tot the construction site, Party A
should pay 30% of the Total Price, RMB 3,760,500, to Party B for installation.


4.3     Within ten days after the
completion of installation, Party A should pay 10% of the Total Price, RMB
1,253,500, to Party B. 

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4.4     Within ten days after the
inspection and acceptance, Party A should pay 25% of the Total Price, RMB
3,133,750 to Party B. 

4.5     After the expiration of the
12-month warranty, 5% of the Total Price, RMB 626,750, should be paid to Party
B. 


5. Project Period 


5.1     Project period is 90 days
commencing from the date when Party A provides to Party B an appropriate
construction site for the installation. 

5.2     The project period should be
extended if the delay is caused by Party A. 


6. Construction and Quality 


6.1     The standard, regulation and rules
of installation and inspection 

    6.1.1     GB50235-97
(Standard for Industrial Mental Pipeline Construction and Inspection); 


    6.1.2     GB50264-97
(the Engineering Design Standard for Industrial Equipment and Pipeline
Insulation); 

    6.1.3     GB4272-92
(General Principles for Thermal Insulation Technique of Equipment and
Pipelines); 

    6.1.4     Other
national regulations of the construction industry 

6.2     Technique Requirements 

    6.2.1     The material
pipe should be welded with nitrogen in the pipe in order to meet the food
hygiene standard; 

    6.2.2     The welding
joint must comply with the national dairy technical standard; 

    6.2.3     The
installation must comply with Food Hygiene Law of People's Republic of China
GB12073-89 and Dairy Plant Design Specification QB6006-92, Dairy Factory Hygiene
Standard CB12693 promulgated by Ministry of Light Industry. 

    6.2.4     The products
produced through the product line must meet the Dairy Quality Standard of
People's Republic of China GB5410-99. 


7. Inspection and Warranty 


7.1     According to the
state inspection standard of project quality, Party B should submit the
inspection report once the project is completed. Both Party A and Party B should
inspect the project and draft an inspection report jointly. Party B should be
responsible for any repair charge for the unqualified parts. 

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7.2     During the warranty period of 12
months, Party B should be responsible to repair at its own expenses for any
quality issues due to Party B. 


8. Party Obligations 


8.1     Party A Obligations 

    8.1.1     Party A
should provide the installation drawings and related materials and insure their
completeness, accuracy and reliability. 

    8.1.2     Party A
should allocate the devices and tools to the areas by the category for the
convenience of Party B. 

    8.1.3     Party A
should complete the "three supplies and one leveling": supply of water,
electricity and road and leveled ground before the installation. 

    8.1.4     Party A
should assign a representative to the site of installation to handle issues that
should not be dealt with by Party B and coordinate with other work teams. 


    8.1.5     Party A
should cooperate diligently with Party B in the testing of equipment, and ensure
the availability of power, water, and steam at the work site timely. 

    8.1.6     Party A
should provide temporary warehouse to Party B. 

    8.1.7     Party A
should pay to Party B timely according to the Agreement. 

    8.1.8     Party A
should assist the employees of Party B to apply for temporary residence permits.


8.2     Party B Obligations 

    8.2.1     Party B
should ensure the completion of the installation and adjustment pursuant to the
Agreement in terms of the project term and quality. 

    8.2.2     Party B
should timely provide to Party A documents related to project plan, construction
schedule, construction related certificates and related technology materials.


    8.2.3     The employees
of Party B should construct in accordance with operation regulations and safety
rules of Party A. 

    8.2.4     Party B
should cooperate with Party A to maintain good relation with the local
government. 

    8.2.5     Party B
should deliver complete project budget and relevant documents to Party A timely.


    8.2.6     Party B
should train the production staff of Party A actively. 

    8.2.7     Party B
should guarantee that the stainless steel materials purchased by Party A comply
with the Food Hygiene Law of People's Republic of China (GB12073-89) and the
Industry Standard of Dairy Machine (QBT1828-93) and its appendix. 

    8.2.8     Party B
should be responsible for transporting all the equipment and devices provided by
Party A to the work site and property store them during installation period to
avoid any damage or loss otherwise. Party B should pay for any damage and loss
correspondingly and deliver them to Party A after the completion of the
construction. 8.2.9 Party B should protect all the codes and labels on the
equipment and pipes from mutilation, damage and loss. 


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9. Default 


9.1     In case the production or
installation fails to meet the technical requirements of Party A, Party B should
be responsible to repair or replace the equipment installed hereunder and pay
relevant expenses. 

9.2     In case of the delay of
installation due to Party B, Party B shall pay 0.5% of total contract price per
day to Party A. 


10. Dispute and Arbitration 


10.1     All disputes arising from or in
connection with the Agreement shall be settled amicably through negotiation by
both parties. In case no agreement can be reached through consultation, such
dispute shall be settled in accordance with the Economic Contract Law of China.


10.2     Party A is obligated to rescue
any worker of Party B in case of work injury. The responsible party should bear
the expenses in connection with the incident. 

10.3     Either party shall negotiate with
the other party to find a solution of the disagreement in case of any Force
Majeure. 


11. Termination 


The parties may terminate the Agreement, if the production or
installation fails to meet the technical requirements of Party A after
improvement. 


12. Miscellaneous 


This Agreement may be executed with four
copies with each party holding two copies. The Agreement will come into force
upon receipt of the fist installment of payment from Party A by Party B. 



Party A: Shaanxi Milkgoat Dairy Co., Ltd.(Seal) 


Add: North of Houkui Road, Weinan Economic High-tech Zone,
Shaanxi Province. 

Postcode: 714000 

Phone No.: 022-27984078 

Fax: 022-27984639 

Date: 2009-10-28

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Party B: Heilongjiang Tian Hong Food Equipment Co., Ltd (Seal)


Add: Room 813, No.162, Hongqi Avenue, Harbin City,
Heilongjiang Province 

Postcode: 150090 

Phone No.: 0451-87223176 Ext 802 

Fax: 0451-87223176 Ext 803 

Date: October 28, 2009 

 

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