Unassociated Document


    Transfer
Agreement

    


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

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

    


    Party A
agrees to acquire the assets and ancillary facilities of Party B’s bromine plant
(located in the east of Bailang River dyke and in the north of Fengtai village,
Yangzi town). In order to clarify the rights and obligations, both parties reach
the following agreement upon mutual agreement.

    


    
      	
               
      

            	
              I.

            	
              Items
      of transfer:

            


    

    


    
      	
               
      

            	
              i.

            	
              The
      items under this transfer agreement include Party B’s fixed assets,
      inventory, raw materials, low-value consumables. and 239 brine wells, and
      11 electric transformers.( Breakdown see attached handover item
      list)

            


    

    


    
      	
               
      

            	
              ii.

            	
              Party
      B’s mineral permit, and the area covered by the mineral permit is
      indicated in the attached overlay.

            


    

    


    
      	
               
      

            	
              II.

            	
              Transfer
      price and type of payment

            


    

    


    
      	
               
      

            	
              The
      price of assets mentioned above is RMB24.5 million to be paid in cash.
      After this agreement is signed, Party A first pays 12 million to Party B,
      the balance will be paid after Party B assists Party A in completing the
      transfer of mining permits and all related official
    documents

            


    

    


    III.
Date and way of handover

    


    
      	
               
      

            	
              i.

            	
              The
      assets included in the items of this transfer shall be taken over by Party
      A and the plant should commence productions from 12 am, March.26th,
      2007.

            


    

    


    
      	
               
      

            	
              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

            


    

    


    Party B
should be responsible for all debts, wages and salary payable to its employee,
taxes, administrative expenses and other expenses and debts incurred before 12
am , March.26th, 2007. If Party B ceased operation 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
electric charges incurred before 12 am, March.26th, 2007 should be borne by
Party B.

    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

                Layout
of the area under the mineral permit

     

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

    /s/
Chunbin Yang

    
    

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

    Representative
(signature):

    /s/
Hailong Xue

     
Zhenzhong Li

     
Zhenguo Li

     
Guangqing Xu

         

    March
26th,
2007.