ex10-7.htm


    
      

    


    EXHIBIT
10.7

    Anode
Copper Buyout Contract

     Contract
No.: (2007) YSFXZ No.02-anode copper-31#

    Contract
standard No.: DQJL-supply and sales-raw material II-111

    Signed
at: Xinxialu

       Supplier:
Guixi Yixin Copper Co., Ltd (Party A)

       Buyer:
Daye Nonferrous Metals Company (Party B)

       The
two parties have made and entered into the following agreement on the principle
of equality and goodwill, in order to facilitate mutual benefit and cooperation
between Party A and Party B:

      
 I. Contract Object and Quantity

          
 1. Name of object: anode copper

          
 2. Quantity:  4,500
metal tons per year (starting from April 2007, with a supply of 500 metal
tons each month).

       II.
Place of Delivery: dedicated railroad of Party B for railroad transport;
warehouse of Party B’s smelting plant for road transport. Expenses incurred
before arrival of anode copper at the smelting plant should be assumed by Party
A.

       III.
Quality Requirements: a. The anode copper should have a copper content no less
than 95%; b. Content of impurities should be controlled (As<0.6%, Bb<0.45%, Pb<6%); where content
of impurities exceeds the abovementioned standards, refer to standards specified
in Party B’s impurity deduction sheet enforced at the time.

       IV.
Method of Inspection: the anode copper shall be measured and inspected upon
arrival, and results obtained by Party B shall prevail. Any out-of-tolerance
should be settled through negotiations; where negotiations shall fail, refer to
Beijing General Research Institute of Mining and Metallurgy for arbitration.
After arbitration, payment shall be made referring to the result closer to the
arbitral result, and the party with the less accurate result shall pay the
arbitration expenses; where the arbitral result is right in the middle of
results of the two parties, the payment shall be made according to the arbitral
result, and the arbitration expenses should be evenly assumed by two
parties.

      
 V. Pricing Method:

           
1. Copper content pricing: deducting corresponding processing expenses (refer to
Party B’s standards of deduction of processing expenses for buyout of anode
copper at the time) from the basic price determined according to pricing by
Party A, and to specify:

           
a. The pricing period shall be 5 continuous trade days before and after at
Shanghai Futures Exchange from the date Party A’s goods arrive at the plant
(refer to date indicated on the weighing bill for incoming goods); if Party A
fails to make pricing during the abovementioned period, the settlement price of
copper of the current month at Shanghai Futures Exchange on the last trade day
during the pricing period should be used as the base price for
settlement.

           
b. Copper cannot be priced during the last 3 trade days of the month, nor when
copper price of the month limits up or down at Shanghai Futures Exchange, and
when these circumstances happen, the pricing period should be
postponed.

           
c. On the date of pricing, Party A shall notify Party B by sending a fax
(indicated with quantity of anode copper, arrival time, and bearing official
seal) before 10 AM that copper settlement price of the month at Shanghai Futures
Exchange on the day shall be used at a base price for pricing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

          
  2. Gold content pricing: the average value of settlement prices in 5
continuous trade days for 2# gold at Shanghai Gold Exchange from the date the
goods arrive at the plant (refer to date indicated on the weighing bill for
incoming goods, same hereinafter) multiplied by the pricing
coefficient.

           
 3. Silver content pricing: the average value of settlement prices in 5
continuous trade days for 3# silver at Shanghai White Platinum & Silver
Exchange from the date the goods arrive at the plant multiplied by the pricing
coefficient.

       VI.
Settlement and Payment: within 3 days upon arrival of anode copper at Party B’s
plant, Party B should pay Party A 80% of the price; after the lab results are
confirmed by both parties, Party A should issue 17% value added tax invoices for
copper and silver content and common value added tax invoices for gold content.
Where disputes arise from quality issues, the remaining amount should be paid
after the disputes are settled.

       VII.
If the copper content is less than 90%, refer to other solutions through
negotiations.

       VIII.
Others:

       1.
If Party A supplies more than 400 metal tons a month (400 included), Party B
should compensate Party A by CNY 100 per metal ton.

       2.
Upon arrival of anode copper, Party B should make arrangement for unloading
purposes so that the anode copper can be unloaded on the day of
arrival.

       3.
To facilitate timely and smooth settlement, the quality analysis report should
be made by Party B within 7 days, and Party A should issue relevant invoices for
settlement purposes.

       4.
Party A should supply anode copper in a balanced manner and as agreed in the
contract, if not, Party B has the right to postpone payment by 1-2
months.

       5.
If supply cannot be maintained in a balance manner and as agreed in the contract
due to Party A’s downtime for overhauling or other reasons, Party A should
inform Party B 15 days in advance.

       IX.
Liabilities for Breach of Contract

       1.
Where Party A fails to supply anode copper in specified quantity, Party B has
the right to postpone the payment by 1-2 months; where Party A fails to supply
anode copper as required under the contract, Party B has the right to demand
compensation for losses caused to Party B.

       2.
Party B can cancel this Contract and proceeds to demand compensation of all
losses if Party A is found committing adulteration, and anode copper delivered
to Party B will be treated as waste.

       3.
If Party B fails to make payment as agreed in the Contract, Party B should pay
interest of the payable amount according to bank interest rate at the
time.

       X.
Unconcerned matters shall be settled through negotiations; where negotiations
fail, an appeal can be lodged at the law court (Xialu District People’s Court)
with jurisdiction over Party B’s place.

       XI.
This Contract shall be signed in quintuplicate, and shall be valid from March
23, 2007 to Dec. 29, 2007.

    


    
      	
              Party
      A: Guixi Yixin Copper Co., Ltd.

              Address:
      Guixi Industrial Garden, Yingtan City, Jiangxi Province

              Legal
      representative: Dong Fucan

              Entrusted
      agent: Xu Baocong

              Telephone:
      0701-3338999

              Fax:
      0701-3338888

              Bank:
      Guixi Branch of China Construction Bank

              Account
      No.: 36001952100059123456

              Tax
      No.: 360601787277052

               

              Contract
      seal of Guixi Yixin Copper Co., Ltd (seal)

            	
              Party
      B: Daye Nonferrous Metals Company

              Address:
      Huangshi City, Hubei Province

              Legal
      representative: Zhang Lin

              Entrusted
      agent: Li min

              Telephone:
      0714-5390379, 5398244

              Fax:
      0714-5398254

              Bank:
      Xialu Branch of Industrial and Commercial Bank of China

              Account
      No.: 1803010709200018197

              Tax
      No.: 420203770785545

              Contract
      seal of Daye Nonferrous Metals Company
(seal)

            


    

    Date:
March 23, 2007

    
      	
              055722/00000
      BFLODOCS 2377362v1