ex10-5.htm


    
      

    


    EXHIBIT
10.5

    Investment
Agreement for Jiangxi Guixi Industrial Park

     

    Chapter
I General Provisions

     

       Article I Involved
parties

       Party
A: Administrative Committee of Jiangxi Guixi Industrial Park (hereinafter
referred to as Party A)

       Party
B: Guixi Yixin Copper Co., Ltd (hereinafter referred to as Party B)

       Article II After
investigation and demonstration, Party B decides to invest in a copper re-processing
project at Jiangxi Guixi Industrial Park, and mainly copper materials and copper
valves will be produced through hot rolling and hot
forging techniques. The process flow shall be:copper
bars-blanking-heating-hot forging- sandblasting and
ball-blasting-machining (outsourced)- finish machining-
air tightness
test-final inspection-packaging-warehousing. When design capacity is
realized, 0.3 billion
sets will be produced each year, and Party A shows consent in principle.
Through friendly negotiations and according to relevant national laws and
regulations, Party A and Party B have made and entered into the following
Agreement.

    Chapter
II Land and Investment Requirement

       Article III Party B promises
to invest over USD 10
million in this project within 2 years after signing the Agreement,
including over USD 3
million in fixed assets. According to Party B’s investment in fixed
assets, Party A agrees to provide approximately 102mu of land for
this project, and transfer of land use right shall follow relevant national
regulations.

    Chapter
III Delivery of Land and Payment of Transfer Rent

       Article IV Party A agrees to
deliver the agreed land to Party B before Oct. 12, 2007, and
that the land complies with the standard of “three supplies and one leveling”
upon delivery.

       Article V Within one year
execution of this Agreement, Party B shall remit CNY 150 (10,000) to the
account appointed by Party A as land leveling fees once and for
all.

       Article VI Within 20 days
after Party B have supplied complete materials and fees for transfer of land use
right have been paid, Party A should obtain and hand over to Party B the
approval on land for construction use. After the project is completed and
accepted, Party B presents the approval on land for construction use to get the
land use right certificate.

    Chapter
IV Project Development and Construction

       Article VII Party A may
reverse his right over inspection of Party B’s investment according to practical
needs.

       Article VIII Party B’s project
must comply with national industrial policies and environmental protection
requirements, and any equipments and processes eliminated from relevant
catalogues for the guidance of national industries cannot be adopted, and
products eliminated from the catalogues cannot be used. If any adjustment is to
be made by Party B to the investment project as stated in Article II, approval
from Party A must be obtained.

       Article IX According to
relevant national requirements and Party B’s investment project, the plot ratio
and building coefficient as agreed by Party B in the Agreement cannot be less
than the planning and design index as shown by relevant planning department, and
land area of administration, office and living service facilities as needed by
industrial projects cannot exceed 7% of the total land area of industrial
projects.

       Article X All planning and
design of Party B should comply with the overall planning and design of Jiangxi
Guixi Industrial Park, and before commencement of construction, Party B should
submit the overall plane layout design drawing and the elevation drawing of
buildings along the street, as made by qualified unit, to Party A, and Party A
should assist Party B in relevant examination and approval procedures; a reply
should be given within five working days.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


       Article X Party A shall be
responsible to connect power and water supply to main roads surrounding the
project land of Party B, and should assume relevant expenses to ensure power and
water supply for construction and production use.

       Article XI Party A is
responsible to create a favorable external environment for Party B’s investment
project, and should perform administrative and social services during Party B’s
construction and production process; preferential policies for Party B’s
investment in the project as agreed in this Agreement in Jiangxi Guixi
Industrial Park should refer to relevant documents of Guixi municipal
government.

       Article XII Investment
progress: Party B
promises that construction works will be commenced within 30 days after
execution of this Agreement, and will be completed and put into production
within 1 year; the investment will be completed within 2
years.

    Chapter
V Liabilities for Breach of Contract

       Article XIII Two years after
Party A officially delivered the land to Party B, Party A should organize
relevant department or the two parties may jointly appoint an intermediate unit
to carry out inspection of Party B’s investment in fixed assets on the plot as
agreed in this Agreement; if Party B fails to complete investment in fixed
assets as agreed in Article III of this Agreement, Party A should take back use
right of the land without paying anything.

       Article XIV Party B should
complete the overall plane layout design within 30 days after signing the
Agreement, and should commence construction works within 30 days after Party A
transfers the land use right. If Party B fails to commence construction works
within the specified period of time, Party A has the right to take back land use
right of the plot.

       Article XV Party B must
complete the construction works within one year, if not, Party A may return the
land transfer fees actually paid by Party B and take back the land use
right.

       Article XVI Time limit on
Party B’s investment, as stipulated in this Chapter, should be postponed
accordingly if any delay is caused by force majeure events or misconduct of
relevant governmental departments.

    Chapter
VI Supplementary Provisions

       Article XVII Project land use
contents unconcerned in this Agreement shall refer to official State-owned Land Use Right Transfer
Contract.

       Article XVIII This Contract
shall be signed in quadruplicate, each copy of the same legal validity, two
copies for each party, and shall take effect with signatures (seals) of two
parties.

       Article XIX This Agreement,
together with attachment, has 1 page
(s).

       Article XX This Agreement is
signed on Oct. 12,
2007, at Guixi City in Jiangxi
Province.

       Article XXI Unconcerned
matters shall be settled through negotiations and attached to this
Agreement.

    


    Party A:
Administrative Committee of Jiangxi Guixi Industrial Park (seal)

    Party B:
Guixi Yixin Copper Co., Ltd (seal)

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Investment
Agreement for Jiangxi Guixi Industrial Party

    Chapter
I General Provisions

       Article I Involved
parties

       Party
A: Administrative Committee of Jiangxi Guixi Industrial Park (hereinafter
referred to as Party A)

       Party
B: Dong Fucan (hereinafter referred to as Party B)

       Article II After
investigation and demonstration, Party B decides to invest in a copper reprocessing
project at Jiangxi Guixi Industrial Park, and mainly copper materials and copper
valves will be produced through hot rolling and hot
forging techniques. The process flow shall be:copper
bars-blanking-heating-hot forging- sandblasting and
ball-blasting-machining (outsourced)- finish machining-
air tightness
test-final inspection-packaging-warehousing. When design capacity is
realized, 20 thousands
sets will be produced each year, and Party A shows consent in principle.
Through friendly negotiations and according to relevant national laws and
regulations, Party A and Party B have made and entered into the following
Agreement.

    Chapter
II Land and Investment Requirement

       Article III Party B promises
to invest over CNY 50
million in this project within 2 years after signing the Agreement,
including over CNY20
million in fixed assets. According to Party B’s investment in fixed
assets, Party A agrees to provide approximately 80mu of land for this
project, and transfer of land use right shall follow relevant national
regulations.

    Chapter
III Delivery of Land and Payment of Transfer Rent

       Article IV Party A agrees to
deliver the agreed land to Party B before Jul.15, 2006, and
that the land complies with the standard of “three supplies and one leveling”
upon delivery.

       Article V Within one year
execution of this Agreement, Party B shall remit CNY 120 (10,000) to the
account appointed by Party A as land leveling fees once and for
all.

       Article VI Within 20 days
after Party B have supplied complete materials and fees for transfer of land use
right have been paid, Party A should obtain and hand over to Party B the
approval on land for construction use. After the project is completed and
accepted, Party B presents the approval on land for construction use to get the
land use right certificate.

    Chapter
IV Project Development and Construction

       Article VII Party A may
reverse his right over inspection of Party B’s investment according to practical
needs.

       Article VIII Party B’s project
must comply with national industrial policies and environmental protection
requirements, and any equipments and processes eliminated from relevant
catalogues for the guidance of national industries cannot be adopted, and
products eliminated from the catalogues cannot be used. If any adjustment is to
be made by Party B to the investment project as stated in Article II, approval
from Party A must be obtained.

       Article IX According to
relevant national requirements and Party B’s investment project, the plot ratio
and building coefficient as agreed by Party B in the Agreement cannot be less
than the planning and design index as shown by relevant planning department, and
land area of administration, office and living service facilities as needed by
industrial projects cannot exceed 7% of the total land area of industrial
projects.

       Article X All planning and
design of Party B should comply with the overall planning and design of Jiangxi
Guixi Industrial Garden, and before commencement of construction, Party B should
submit the overall plane layout design drawing and the elevation drawing of
buildings along the street, as made by qualified unit, to Party A, and Party A
should assist Party B in relevant examination and approval procedures; a reply
should be given within five working days.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

       Article X Party A shall be
responsible to connect power and water supply to main roads surrounding the
project land of Party B, and should assume relevant expenses to ensure power and
water supply for construction and production use.

       Article XI Party A is
responsible to create a favorable external environment for Party B’s investment
project, and should perform administrative and social services during Party B’s
construction and production process; preferential policies for Party B’s
investment in the project as agreed in this Agreement in Jiangxi Guixi
Industrial Park should refer to relevant documents of Guixi municipal
government.

       Article XII Investment
progress: Party B
promises that construction works will be commenced within 30 days after
execution of this Agreement, and will be completed and put into production
within 1 year; the investment will be completed within 2
years.

    Chapter
V Liabilities for Breach of Contract

       Article XIII Two years after
Party A officially delivered the land to Party B, Party A should organize
relevant department or the two parties may jointly appoint an intermediate unit
to carry out inspection of Party B’s investment in fixed assets on the plot as
agreed in this Agreement; if Party B fails to complete investment in fixed
assets as agreed in Article III of this Agreement, Party A should take back use
right of the land without paying anything.

       Article XIV Party B should
complete the overall plane layout design within 30 days after signing the
Agreement, and should commence construction works within 30 days after Party A
transfers the land use right. If Party B fails to commence construction works
within the specified period of time, Party A has the right to take back land use
right of the plot.

       Article XV Party B must
complete the construction works within one year, if not, Party A may return the
land transfer fees actually paid by Party B and take back the land use
right.

       Article XVI Time limit on
Party B’s investment, as stipulated in this Chapter, should be postponed
accordingly if any delay is caused by force majeure events or misconduct of
relevant governmental departments.

    Chapter
VI Supplementary Provisions

       Article XVII Project land use
contents unconcerned in this Agreement shall refer to official State-owned Land Use Right Transfer
Contract.

       Article XVIII This Contract
shall be signed in quadruplicate, each copy of the same legal validity, two
copies for each party, and shall take effect with signatures (seals) of two
parties.

       Article XIX This Agreement,
together with attachment, has 1 page
(s).

       Article XX This Agreement is
signed on Mar.12,
2006, at Guixi City in Jiangxi
Province.

       Article XXI Unconcerned
matters shall be settled through negotiations and attached to this
Agreement.

    


    Party A:
Administrative Committee of Jiangxi Guixi Industrial Park (seal)

    Party B:
Dong Fucan (seal)