Seychelle 10-KSB 2-28-06 Amend 1 Ex 10I Huanghua Agreement


    Exhibit
      10I

    


    JOINT
      VENTURE AGREEMENT 

    


    


    


    AGREEMENT
      (the
“Agreement”) dated and effective as of September 1, 2005, by and between
      HUANGHUA SEYCHELLE PLASTIC CO. LTD, (“HUANGHUA”), having its principal offices
      in China, and SEYCHELLE
      ENVIRONMENTAL PRODUCTS INC. (“SEYCHELLE”),
      having its principal offices at 33012 Calle Perfecto, San
      Juan
      Capistrano, CA 92675.

    


    WHEREAS,
      SEYCHELLE is interested in having a joint venture in China to make certain
      products and parts, and;

    


    WHEREAS,
      HUANGHUA, is willing to participate in such a venture; 

     

    NOW
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, and for other and good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:

    


    	1.  	
            Objective

          


    


    The
      Joint
      Venture will operate an injection molding and assembly facility in China to
      deliver low cost, high volume, and exceptional quality products and parts for
      SEYCHELLE filtration for sale in the U.S., China and Asia.

    


    	2.  	
            Details

          


    


    SEYCHELLE
      will provide design, development, product know-how and R&D capability to the
      venture with managerial expertise.

    


    HUANGHUA
      will operate the facility, provide supervision, injection manufacturing to
      SEYCHELLE’S specifications, low cost production and assembly as
      needed.

    


    3.
      Representations and Warranties

    


    SEYCHELLE
      and HUANGHUA hereby warrant that they have the sole right to enter into this
      Purchase Agreement, and there has been no act or omission by either party which
      would give rise to any valid claim against any of the parties hereto for a
      brokerage commission, finder’s fee or other like payment in connection with the
      transaction contemplated hereby.

    


     4.
      Miscellaneous Provisions 

    


    


    	A.  	
            Modification:
              No
              modification, waiver or amendment of any term or condition of this
              Agreement shall be effective unless and until it shall be reduced to
              writing and signed by both of the parties hereto or their legal
              representatives.

          


    


    	B.  	
            Complete
              Agreement: This
              Agreement constitutes the entire Agreement between the parties with
              respect to the subject matter hereof and supersedes in all respects
              all
              prior proposals, negotiations, conversations, discussions and agreements
              between the parties concerning the subject matter
              hereof.

          


    


    	C.  	
            Assignment:
              This
              Agreement may not be assigned, in whole or in part, by either party
              hereto
              without prior written. 

          


    


    	D.  	
            Governing
              Law: This
              Agreement shall be construed according to the laws of the State of
              California and shall not be subject to any choice of law provisions
              of
              such laws. This Agreement shall be binding upon HUANGHUA and SEYCHELLE,
              and their respective successors and assigns.


          


    


    	E.  	
            Binding
              on Successors:
              The terms and provisions of the Agreement that by their sense and context
              to survive the performance hereof by either party or by other parties
              hereto shall so survive the completion of performance and termination
              of
              this Agreement, including without limitation the making of any and
              all
              payments due hereunder unless otherwise
              noted.

          


    


      

    


    ACCEPTED
      AND AGREED BY:

    


    


    HUANGHUA
      SEYCHELLE PLASTIC CO.

    


    By:
      ________________________    Date
      ___________________

    Wang
      Gin
      Sheng, General Manager 

    


    


    SEYCHELLE
      ENVIRONMENTAL PRODUCTS INC.

    


    By:
      _________________________   Date:
      ___________________

    Carl
      Palmer, President and CEO