Unassociated Document


    Exhibit
10.5

     

     

    Unofficial
English Translation

    


    Industrial
Product Purchase Contract

     

    
       

    

    
      
        	
                Seller:
      Shenzhen Hongchou Technology Company

                 

                Buyer:
      Pacific Dragon Fertilizer Co., Ltd.

                 

              	
                 

                 

                 

                Contract
      No. 090005

                Signing
      Location: Harbin

                Signing
      Date: December 8, 2008

              


      

    

    


    Article
1

    Products,
Numbers, Prices and Delivery (Obtaining) Time:

    
      	
              Product

            	
              License
      No.

               

              Trademark

            	
              Specs

               

              Type

            	
              Production
      Company

            	
              Unit

              of
      Measurement

            	
              Number

            	
              Price/
      Unit

            	
              Amount

            	
              Delivery
      (Obtaining) Time and Number

            
	
              Total

            	 
      	 
      	 
      	 
      
	
              Potassium
      Phosphate Monobasic

            	 
      	 
      	 
      	
              Ton

            	
              1800

            	
              8,150.00

            	
              14,670,000.00

            	 
      	 
      	 
      	 
      	 
      
	
              Sodium
      Hydroxide

            	 
      	 
      	 
      	
              Ton

            	
              4400

            	
              2800.00

            	
              12,320,000.00

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              26,990,000.00

            	 
      	 
      	 
      	 
      	 
      
	
              Total
      Amount: RMB Twenty-six million, nine hundred and ninety
      thousand

            


    

    


    Article
2

    Standards
of the Quality: National
standard

    


    Article
3

    Periods
and Conditions for Sellers to Be Responsible for Quality Standards: Three months.

    Article
4

    Standards
of Packages, Supplies and Recycling of Packing Materials: None

    


    Article
5

    Necessary
Items and Accessories to Products, Numbers of Tools and Supply Methods: None

    


    Article
6

    Standards
and Calculations of Reasonable Losses: 1%

    


    Article
7

    The
ownership of the product is transferred when it is out of the seller’s
hands; however, if the buyer breaches its obligation of the payment, the
ownership of the product shall belong to the
seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
8

    Methods
and Locations of Delivery (Obtaining) of Products: Deliver the product to the
location designated by the buyer.

    


    Article
9

    Methods,
Arrival Stations (Harbors) and Expenses of Transportation: The seller is responsible
for all of the matters.

    


    Article
10

    Standards,
Methods, Locations and Periods of Inspections: Conduct the on site
inspection. It is deemed qualified if no comments raised after three
days.

    


    Article
11

    Installations
and Adjustments of Whole Set of Equipments: None

    


    Article
12

    Methods,
Time and Locations of Payments: Prepay 15% of the total
amount. The rest of the payment is paid off upon the arrival of the
product.

    


    Article
13

    Guarantees
(or a separate guarantee agreement): None

    


    Article
14

    Conditions
of Cancellation of Contract: Negotiated by both
parties.

    


    Article
15

    Breaches:
The breaching parties
shall be liable for losses.

    Article
16

    Dispute
Resolutions: Any dispute arising from and in connection with the contract may be
negotiated by both parties, or mediated by the local administration of industry
and commerce. In the event that an agreement cannot be reached, the dispute
shall be resolved according to (2) of the
followings:

    (1)
Submit to Arbitration
Commission.

    (2) File
a law suit to the People’s Court.

    


    Article
17

    The
contract becomes effective from December 8,
2008.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
18

    Other
matters: To be
discussed.

    


    
      
        	
                Seller

                Name:
      Shenzhen Hongchou Technology Company

                Address:

                /s/ Wang
      Ying

                Legal
      Representative: Wang Ying

                ID
      No.

                 

                Entrusted
      Person:

                Phone:

                Deposit
      Bank:

                Account
      No.:

                Zip
      Code:

                 

              	
                Buyer

                Name:
      Pacific Dragon Fertilizer Co., Ltd.

                Address:

                /s/ Chen
      Xiujuan

                Legal
      Representative: Chen Xiujuan

                ID
      No.

                 

                Entrusted
      Person:

                Phone:

                Deposit
      Bank:

                Account
      No.:

                Zip
      Code:

                 

              	
                Certified
      Opinion

                 

                 

                 

                 

                Certified
      Agency:

                Clerk:

              


      

    

    Effective
Date: from December 8, 2008 to December 8, 2010

    


    The
sample contract is supervised and printed by Heilongjiang Administration of
Industry and Commerce

    


    


    
      
        
        

      

      
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