Unassociated Document


      


    Asset
transfer Agreement

    


    Transferee:
Shandong Haiwang Chemical Stock Co., Ltd (Party A)

    Transferor:
Weifang Futian Chemical Co., Ltd (Party B)

    


    Party A
agrees to acquire the assets and ancillary facilities of Party B’s bromine plant
(located on Zhongxin road, Shixing project region, Hanting District). In order
to clarify the rights and obligations, both parties reach the following
agreement upon mutual consent.

    


    
      	
               
      

            	
              I.

            	
              Items
      of transfer:

            


    

    


    
      
        	
              	
                i.

              	
                The
      items under this transfer agreement include Party B’s assets, ancillary
      equipment and all resources to support the operation of the bromine plan,
      including all permits, licenses, official documents and agreements with
      related parties.. The assets herein refer to fixed assets, raw material,
      inventory, low-value consumables, and scraps, and other assets such as
      wells, water pipes, high voltage electric line, low voltage electric line,
      electric transformers ( Details see handover item
  list)

              


      

    

    


    
      
        	
              	
                ii.

              	
                Party
      B’s mineral permit, and the area covered by the mineral permit is
      indicated in the attached overlay, from Yu River to the west of Bailang
      River, from No.3 Row Shixing Project Region to the north of No.8 Row
      Shixing Project Region.

              


      

    

    


    
      
        	
              	
                II.

              	
                Transfer
      price and type of payment

              


      

    

    


    
      	
               
      

            	
              The
      price of assets mentioned above is RMB14 million to be paid in cash and
      bank notes. After this agreement is signed and a handover of items as
      agreed in the agreement is completed, Party A pays RMB10 million to Party
      B, the balance will be paid after Party B assists Party A in transferring
      the rights of assets and ancillary equipment, and permits and licenses
      regarding the power utility, mining and safety production to Party
      B.

            


    

    


    
      	
            	
              III. 

            	
              Date
      and way of handover

            


    

    


    
      
        	
              	
                i.

              	
                The
      assets included in the handover list of this transfer shall be taken over
      by Party A and the plant should commence productions from 10 am,
      October.13th,
      2008.

              


      

    

    


    
      
        	
              	
                ii.

              	
                Both
      parties should check and accept all items listed on handover list at the
      time of the handover. The transfer price is adjustable once the actual
      status of listed items differs from that is stated in the
      list,

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                III.

              	
                Claims
      and Debt

              


      

    

    


    Since
Party A only takes over Party B’s asset, Party B should assume all calims,
debts, salary payable to its employee, taxes, administrative expenses and other
expenses and debts incurred and contingent liabilities. If Party B is cancelled
or can’t afford above-mentioned expenses, shareholders of Party B should step in
to assume. Party A would not bear any of them in any circumstance.

    


    
      
        	
              	
                IV.

              	
                The
      power supply facility and electric
charges

              


      

    

    


    The power
supply facilities and related assets(including high and low voltage electric
line, electric transformers) of Party B should be transferred to Party A. All
electricity charges incurred before 10 am, October 13, 2008 should be borne by
Party B. ( the electricity charges is upon the scale of electricity meter at the
handover date)

    


    
      	
            	
              VI. 

            	
              Handover
      and change of relevant documents.

            


    

    


    
      	
               
      

            	
              i.

            	
              Governmental
      approval documents, mineral permits, safety production permits on the
      bromine plant and land use right agreements signed between local
      government agencies and Party B should be taken over by Party A.. Under
      the condition of keeping terms of documents and agreements invariable,
      Party B should coordinate with relevant governmental agencies to make Part
      A succeed to these documents and
agreements.

            


    

    


    
      
        	
              	
                ii.

              	
                  Agreements
      of extracting water from surrounding salt pans, fee agreement should be
      taken over by Party A. .Under the condition of keeping terms of agreements
      invariable, Party B should coordinate with related parties to make Part A
      succeed to these documents and
agreements.

              


      

    

    


    
      
        	
              	
                iii.

              	
                Party
      B should assist Party A in the above-mentioned transfer procedures, and
      transfer its vehicles to Part A, if there is any
      losses to Party A caused by failure of transfer, Party B should be liable
      and make compensations to Party
A

              


      

    

    


    
      
        	
              	
                iv.

              	
                Party
      B should transfer breakdown of equipments of bromine plant and relevant
      materials including underground cable profile and underground brine pipe
      profile to Party A.

              


      

    

    


    
      
        	
              	
                VII.

              	
                Settlement
      of employee

              


      

    

    


    Party B
should be responsible for settling its employees. Part A shall not relate to
previous employee any more.

    


    
      
        	
              	
                VIII.

              	
                Beach
      of the agreement

              


      

    

    


    
      	
               
      

            	
              If
      any party breaches the agreement, he should compensate to the other party,
      who could also load a law suit against the breaching party at local
      court.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	
                  IX.

                	
                  This
      agreement shall be in duplicate, both parties will hold one copy
      each.

                


        

      

    

     

    
      	
            	
              X

            	
              This
      agreement shall become effective after the transferor and the transferee
      have affixed their
      signatures on it.

            


    

    


    Attachment: Handover item
list

                           A
list of related approval documents and licenses

    


    Party A: Shandong Haiwang
Chemical Stock Co., Ltd (signature and seal)

    /s/
Chunbin Yang

    


    Party B: Weifang Futian
Chemical Co,. Ltd (signature and seal)

    Representative
(Signature and seal):

    /s/
Guoqiang Yang

     
  

    October
12, 2008.