Unassociated Document


    

      Trademark
        License Contract

      


      Licensor: Dalian
        Chuming Industry Development Co., Ltd. (hereinafter
        referred to as “Party
        A”);

      


      Licensee: Dalian
        Precious Sheen Investments Consulting Co., Ltd. (hereinafter
        referred to as “Party
        B”)

      


      Whereas:

       

      1.
        As of
        the signing date of this Contract, Party A is applying to register the trademark
        “华渔”
&
        design with the Trademark Office of State Administration of Industry and
        Commerce (the “Trademark
        Office”);

       

      2.
        Party
        A agrees to irrevocably grant Party B and its subsidiaries (collectively,
        the
“Party B”) a license to use the aforesaid trademark for free in People’s
        Republic of China (the “PRC”, in this contract, excluding Hong Kong, Macau and
        Taiwan).

      


      Therefore,
        for the purpose of specifying rights and obligations of both Party A and
        Party
        B, in accordance with relevant provisions of the Trademark
        Law of the People’s Republic of China and
        its
Implementation
        Rules,
        Party A
        and Party B, on the
        basis
        of mutual consultations, have entered into the following contract (this
“Contract”)
        as to
        the trademark license (the “Trademark
        License”):

      


      
        	
                I.

              	
                Party
                  A hereby licenses Party B to use the trademark “华渔”
                  & design (the “Licensed
                  Trademark”);
                  this Contract shall be continue to be in effect after the Licensed
                  Trademark becomes a registered trademark and Party A becomes the
                  legal
                  owner of the Licensed Trademark, as evidenced by Party A receiving
                  the
                  registered trademark certificate from the Trademark
                  Office.

              


      

      


      
        	
                II.

              	
                Scope
                  of License:
                  Party B is authorized to use the Licensed Trademark on the products,
                  product packaging, advertisement and promotion, descriptions and
                  other
                  applications.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                III.

              	
                Term
                  of the Trademark License: the
                  term of the Trademark License under this Contract is perpetual.
                  

              


      

       

      
        	
                IV.

              	
                The
                  Trademark License under this Contract is royalty-free.
                  Party
                  B shall not have to pay Party A for the Trademark
                  License.

              


      

      


      
        	
                V.

              	
                Rights
                  and Obligations of both
                  Parties

              


      

       

      1. Rights
        and obligations of Party A:

       

      
        	
              	(i)	
                Party
                  A shall warrant the legality of the Licensed
                  Trademark;

              


        	 	 	 


      

      
        	 	
                (ii)

              	
                Party
                  A is obligated to promote Licensed Trademark in a proper manner
                  so as to
                  strengthen the influence of Licensed
                  Trademark;

              


        	 	 	 


      

      
        	 	
                (iii)

              	
                Party
                  A is obligated to assist local governments and Party B in taking
                  actions
                  against tortious acts committed by other
                  enterprises;

              


        	 	 	 


      

      
        	 	
                (iv)

              	
                Party
                  A shall have the right to supervise and inspect Party B in respect
                  of the
                  use of Licensed Trademark and correct mistakes made by Party
                  B;

              


      

      


      2. Rights
        and obligations of Party B

       

      
        	 	
                (i)

              	
                Party
                  B shall have the right to require Party A to cooperate in respect
                  of
                  lawsuits and taking actions against tortious acts committed by
                  other
                  enterprises;

              


        	 	 	 


      

      
        	 	
                (ii)

              	
                Party
                  B shall be entitled to promote products by means of Licensed Trademark
                  pursuant to the provisions of this Contract, and reasonably make
                  the use
                  of the Licensed Trademark for the benefits of Party B and the subsidiaries
                  of Party B ;

              


        	 	 	 


      

      
        	 	
                (iii)

              	
                Party
                  B shall be obligated to observe trademark use norms stipulated
                  in this
                  Contract;

              


        	 	 	 


      

      
        	 	
                (iv)

              	
                Party
                  B shall be obligated to expose tortious acts committed by other
                  enterprises and to take action to effectively prevent these
                  acts;

              


      

      
      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (v)

              	
                Party
                  B shall be obligated to protect the Licensed Trademark and observe
                  relevant provisions concerning trademark use as required by Party
                  A.

              


      

      


      
        	
                VI.

              	
                Trademark
                  Use Norms

              


      

      
      

       

      
        	 	
                1.

              	
                Party
                  B shall ensure the quality of products using the Licensed Trademark.
                  Party
                  B shall indicate the manufacturer and place of production, etc.
                  on
                  products using the Licensed Trademark. The products and packaging
                  using
                  the Licensed Trademark shall be in compliance with relevant laws
                  and
                  regulations.

              


        	 	 	 


      

      
        	 	
                2.

              	
                The
                  right to use the Licensed Trademark shall only be available to
                  Party B and
                  the subsidiaries of Party B. Party B has no right to transfer such
                  right
                  to any third party or permit any third party to use the Licensed
                  Trademark.

              


        	 	 	 


      

      
        	 	
                3.

              	
                Party
                  B shall be obligated to accept supervision and unscheduled inspection
                  by
                  Party A in respect of the use of the Licensed
                  Trademark.

              


        	 	 	 


      

      
        	 	
                4.

              	
                In
                  the event that the products with the Licensed Trademark go beyond
                  the
                  scope of the usage rights provided in this Contract or does not
                  satisfy
                  the quality standards, such products shall not be released into
                  market.

              


        	 	 	 


      

      
        	 	
                5.

              	
                Party
                  B shall be obligated to protect the Licensed Trademark to keep
                  it free
                  from infringement and actively cooperate with efforts to prevent
                  tortious
                  acts.

              


      

       

      
        	
                VII.

              	
                Party
                  B shall be entitled to unilaterally rescind this Contract if Party
                  A
                  commits any of the following actions; and in case of any loss sustained
                  by
                  Party B therefrom, Party B shall be entitled to compensation from
                  Party
                  A:

              


        	 	 


      

      
        	 	
                1.

              	
                failure
                  to maintain the legality of the Licensed
                  Trademark;

              


        	 	 	 


      

      
        	 	
                2.

              	
                failure
                  to cooperate with Party B on efforts to prevent fake products using
                  the
                  Licensed Trademark, which cause loss to Party
                  B.

              


      

      


      
        	
                VIII.

              	
                Termination

              


        	 	 


      

      
        	 	
                1.

              	
                In
                  the event that any Party breaches any provisions of this Contract
                  and such
                  breach conforms to the termination conditions, the other Party
                  shall have
                  the right to terminate this
                  Contract;

              


      

      
      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.

              	
                If
                  Party A terminates its existence, then this Contract shall
                  terminate.

              


      

      


      
        	
                IX.

              	
                Dispute
                  Resolution and Enforceability:
                  This Contract is enforceable pursuant to the relevant laws and
                  regulations
                  of PRC. Any dispute arising from or in connection with this Contract
                  shall
                  be resolved first through friendly negotiations; in case such dispute
                  cannot be resolved through negotiation, then it shall be submitted
                  to the
                  people’s court located at the registered address of Party
                  A.

              


      

      


      
        	
                X.

              	
                Miscellaneous

              


        	 	 


      

      
        	 	
                1.

              	
                Party
                  A shall file this Contract within three (3) months from the day
                  when Party
                  A receives the registered trademark certificate of the Licensed
                  Trademark
                  to the Trademark Office; but the aforesaid filing shall not affect
                  the
                  effectiveness of this Contract.

              


        	 	 	 


      

      
        	 	
                2.

              	
                Without
                  the prior written consent by the Investors, Party A and Party B
                  shall not
                  make any other agreement on, nor make any amendment to, nor make
                  any
                  waiver of this Contract or the issues under this Contract, and
                  in this
                  clause, Investors shall refer to investors who are signatories
                  to the
                  Securities Purchase Agreement dated December 2007 with Energroup
                  Holdings
                  Corporation, a Nevada public reporting corporation, which owns
                  100% of the
                  equity in Precious Sheen Investment Limited (which owns 100% of
                  the shares
                  of Party B); 

              


        	 	 	 


      

      
        	 	
                3.

              	
                This
                  Contract shall be signed in four originals and each party shall
                  hold two
                  copies. This Contract shall come into effect after signing by the
                  representatives of both Parties, and this Contract is binding on
                  both
                  Party A and Party B.

              


      

       

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      Party
        A: Dalian
        Chuming Industry Development Co., Ltd. 

      (seal) 

      


      Authorized
        Representative (signature):

      Yan
        Jinglu

      Title:

      


      Party
        B: Dalian
        Precious Sheen Investment Consulting Co., Ltd. 

      (seal)

      


      Authorized
        Representative (signature):

      Shi
        Huashan

      General
        Manager

      


      December
        31, 2007

       

      
        
          
          

        

        
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