AGENCY
AGREEMENT





PARTY
A:


Heilongjiang
Lanxi Sunrise Linen Textile Industry Co., Ltd


PARTY
B: Harbin Zhongyi Sunshine Linen Co., Ltd





Party A
entrustedParty B to act as
an agent for the import of scutched flax and export of linen yarn, linen fabric
and so on. Party A and Party B reach the following agreement based on the
principle of equality and mutual benefits.





1.Acting
ways:


Because
Party A and Party B are in different regions dominated by different tax
institutions, in order to meet the requirement for tax collection and management
and simplify the procedures, both Parties decide to adopt the following acting
ways:


(1) When
Party B imports scutched flax acting for Party A from overseas, Party B takes
them as its own stock and sells them to Party A, then issues an invoice with
increment tax to Party A.


(2) When
Party B exports goods acting for Party A, will treat the goods as being bought
from Party A. Party A shall issue an invoice with increment tax to Party B. Then
Party B exports according to the method of its own goods.


2. The
price of agency and payment methods.


(1)
Import agency fees


When
Party B imports acting for Party A, Party B shall receive 6% of actual
settlement price with oversea suppliers as agency fees and collects it through
the price difference between buying and selling.


2) Export
agency fees.


When
Party B exports acting for Party A, there are no agency fees and shall settle as
per the following formula.




A=(B÷1.06) x 1.17
..




A :Tax-inclusive
priceB:
the actual settlement price with overseas buyers without
commissions




3.
Settlement of price and payment


(1)
Import


When
Party B handles import letter of credit for Party A, Party A is responsible for
providing guarantee for the credit amount to bank for Party B, and pays the
total monetary funds to Party B’s settlement account as per the requested
payment time.


(2)
export


When
Party B receives the payment for goods from oversea buyers, it shall transfer
the balance to the bank settlement account appointed by Party A in
time.









4. Goods
transportation


(1)Import


When the
import goods arrive at the Chinese port, Party B is responsible for transporting
the goods to the warehouse of Party A by contacting the transportation
company.


(2)Export


On the
request of Party B, Party A transports the goods from the warehouse of Party A
to the shipment seaport or airport.


5.Risk
transfer


(1)Import


Before
the goods arrive the warehouse of Party A, the ownership belongs to Party B, and
the risk shall be taken on by Party B.





(2)
Export


After
the goods leave the warehouse of Party A, the ownership belongs to Party B , and
the risk shall be taken by Party B.


6. The
relevant procedures of import and export.


(1)Custom
procedure


Party B
shall handle the goods procedures of import and export, including receipt of
cancellation after verification, documents for applying to custom  and
Inspection and Quarantine Bureau and others relating to import and export. Party
B is responsible for custom clearance plot and Party A assists Party B with
custom clearance plot.





(2)Bank
settlement procedure





Party B
is responsible for bank settlement procedure connected to import and export, and
keeping  the bills of document.





(3)Exchange
management bureau





Party B
is responsible for the relevant import and export procedures relating to
cancellation after verification and keeping bills of document.





(4)Revenue
procedure


Party B
is responsible for the revenue procedures relating to import and export. Party B
has the tax returned and the leviable tax shall be borne by Party
A.


6.
Disputes settlement.


If
disputes arise, both Parties shall negotiate by friendly and cooperative way so
as to settle.





The
agreement is in duplicate and each Party holds one. It will become effective
when stamped.





PARTY
A:


Heilongjiang
Lanxi Zhaoyang Linen Textile Industry Co., Ltd





PARTY
B : Harbin Zhongyi Sunshine Linen Co., Ltd


JAN.
4, 2008