Exhibit
10.1


 


[***]
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed.


 


October
20, 2000


 


Foremost
International Trading Co., Inc


(Party
A)


 


TANGSHAN
HUIDA CERAMIC GROUP CO. LTD.


(Party
B)


 


·
Agreement for Co-operations


 






     


     


    

 


This
agreement is set forth by and between the following parties at the Economical Specific Zone of Shenzhen, Guandong Province, Peoples'
Republic of China on October 20, 2000.


 


	(1)	Foremost International
                                            Trading Co., Inc. (Party A)



An
incorporation registered and established and legally existing in the State of New Jersey, United States of America


Legal
Representative: Joe Chen


Address:
906 Murray Road, East Hanover, New Jersey, 07936,
USA


 


	(2)	TANGSHAN HUIDA CERAMIC GROUP
                                            CO., LTD (Party B)



An
incorporation registered and established and legally existing at Fongnang City of Hebei Province, the Peoples' Republic of China.


Legal
Representative; Wang, Hui-wen


Address;
Huangezhuang Town, Fongnang City, Hebei Province


 


Forewords


 


	(A)	That
                                            Party A is a distributor has successfully developed the markets for bathroom/sanitary porcelain
                                            products in the USA and Canada areas;



 


	(B)	That
                                            Party B is a professional manufacturer and distributor for bathroom/sanitary porcelain products;



 


	(C)	That
                                            for gaining higher commercial profits by manufacturing and vending the products suitable
                                            for the American and Canadian markets, both parties shall perform long term full scale co-operations
                                            to develop such markets.



 


Thus
in accordance with the negotiation on the equal basis, Party A and Party B have established the following agreement as mutual abidance.


 


	1.	Definitions



 


		1.1	In
                                            the Content, Forewords and Attachments of this agreement, unless indicated expressively,
                                            the following terms shall be defined as:



 






     


     


    

 


	'Type A products'	Indicating the products developed and designed by Party A, then providing to Party B with the entire design drawings/samples to assign Party B for the productions.
	 	 
	'Type B products'	Indicating the products originally provided by Party B and Party A initiates and provides the amended drawings/samples according to the requirements of American and Canadian Markets to assign Party B for productions.
	 	 
	'Type C products'	Indicating the products designed and manufactured all by Party 8.
	 	 
	'Third Party'	Indicating any other company or person except Party A and Party B nominated in this agreement.
	 	 
	'Company'	Indicating any format of company, enterprise, banking organization, joint-venture, partnership and/or other financial organization established in China or any other location.
	 	 
	'Person'	Indicating individual, company, any format of incorporate group or non-group incorporate or non-incorporate, entrust organization or any group, country or the branch department or any government or related organization.
	 	 
	'Original product'	Indicating the products that Party A had completed the entire design, sample ·commissioning and had initiated mass production before the effectiveness of this agreement.
	 	 
	'New product development'	Indicating the products that either Party A or Party B had completed the entire design, sample commissioning and had initiated mass production after the effectiveness of this agreement
	 	 
	'Design drawing'	Indicating the entire set of information including drawing, image and practical sample necessary for the production of certain product.
	 	 
	 	 
	'Amended drawing'	Indicating the entire set of information including drawing, image and practical sample amended based on the original product according to the market requirements and is necessary for the production.
	 	 
	'Sample'	Indicating the product that has completed according to the design drawing/amended drawing for the use of sample.
	 	Tel.: 886-2-25110180



 






     


     


    

 


	'Product code'	Indicating the codes representing the size and specification for different products that regulated and agreed by both Party A and Party B thus for the convenience of communication between both parties, providing design drawings and amended drawings, samples, orders, productions and marketing.
	 	 
	'Major amendment'	Indicating that the current module is unable to be amended to fit the appearance, form and size specification according to the product design thus necessary to reproduce new modules.



 


	2.	The
                                            catalogues and titles of the articles are only added for the convenience, they are not legally
                                            effective, shall neither influence any explanation of each article in this agreement



 


	3.	Module,
                                            Sample



 


		3.1	Expenses
                                            to develop module: According to the requirements of the design drawing/amended drawing, when
                                            there is a need of expense to reproduce a new module or fo·r major amendment, both
                                            Party A and Party B shall confirm such expenses according to the cost of module and Party
                                            A shall pay for the expenses as required by Party B



 


		3.2	Subtraction
                                            of the expenses for module: If no more major amendment by Party A during the sample commissioning
                                            and after the delivery of samples by Party B, further the purchase by Party A to such product
                                            achieves 3000 sets (including 3000 ets), Party A shall not pay for the expenses for module;
                                            if already paid, Party B shall refund or subtract such amount from the payable order, if
                                            insufficient purchase to 3000 sets by Party A, Party B shall not refund such expenses for
                                            module.



 


		3.3	Delivery
                                            of samples: Party B shall deliver the samples to Party A before the agreed timing in accordance
                                            with the practical manufacturing requirements.



 






     


     


    

 


	4.	Protection
                                            for industrial propriety and business secrets



 


		4.1	The
                                            industrial propriety formed by design, sample commissioning and manufacturing as well as
                                            the commercial secrets regarding specific technology of Type A and Type B products belong
                                            to Party A; Party B shall never apply nor authorize others to apply nor expose to others
                                            without the authorization by Party A;



 


		4.2	The
                                            industrial propriety formed as well as the commercial secrets regarding specific technology
                                            of Type C products belong to Party B, Party A shall never apply nor authorize others to apply
                                            nor expose to others without the authorization by Party B;



 


		4.3	When
                                            violating the regulations in article 4.1 and 4.2 by either Parties, the violating party shall
                                            be in full legal responsibilities and shall be claimed to pay for all loses might be caused
                                            to the other party.



 


		4.4	The
                                            industrial propriety and commercial secrets for specific products shall be negotiated by
                                            Party A and Party B under other conditions.



 


	5.	Trade
                                            Marks



 


According
to the marketing requirements, Party A shall assign Party B to apply certain trade mark for related products with expressing
descriptions in practical purchase order and contract; the. ordering amount of each single product with assigned trade mark shall
reach 5000 pieces within a year, any disputation and legal responsibilities shall be claimed to Party A


 


	6.	Certifications



 


In
order to meet the requirements on American and Canadian markets as well as to reach the best development of marketing, various certifications
for the production of products and the products themselves shall be obtained within the timing as agreed by both Party A and Party B,
when failed to do so thus to cause the sales of the product not reaching the expected scale, the responsibilities shall be claimed to
the failure.party.


 


	7.	Manufacturing
                                            and sales



 


		7.1	According
                                            to the market requirements, Party A shall give order to Party B on Type A and Type B products
                                            as to purchase the assigned production; without the prior authorization from Party A, Party
                                            B shall not manufacture such products, neither to sell or to assign any third party to sell
                                            nor to accept the production order for such products from any third party.



 






     


     


    

 


		7.2	According to the market requirements,
Party A shall give order to Party B on Type C products.In American and Canadian markets, Party A is the exclusive distributor for
Type C products, Party B shall not authorize any third party or by itself the sale in the American and Canadian markets.



 


	8.	Specific
                                            regulations



 


		8.1	Since
                                            the effectiveness of this agreement, Party B shall not sign agreement with any third party
                                            regarding to authorize it to distribute those Type A, Type Band Type C products mentioned
                                            in this agreement in American and Canadian markets;



 


		8.2	Party
                                            A guarantees that since the effectiveness of this agreement, the purchase amount from Party
                                            A to Party B shall achieve [***] within one year started since the first delivery of Party
                                            /\s order, the exclusive distributorship in American and Canadian markets of the next year
                                            shall be prolonged automatically when the purchase achieves to the guaranteed amount, the
                                            purchase amount for the coming year shall be discussed on other negotiation; if the purchase
                                            does not achieve the guaranteed amount, Party A and Party B shall initiate new discussion
                                            according to the market situations.



 


		8.3	If
                                            Party A can not execute any purchase in 8 months, this agreement shall be annulled.



 


	9.	Purchase



 


		9.1	Product
                                            price and payment



 


Party
A shall inquire the price according to the product codes, after quoted by Party B, Party A and Party B shall negotiate to confirm the
final price. The payment conditions shall be listed in the order or purchase contract made between Party A and Party B.


 


		9.2	Product
                                            quality



 


The
products manufactured by Party B shall meet the requirements t? the ANSI of USA or CSA of Canada, such details shall be listed in the
purchase order or contract by Party A.


 


If
the product quality provided by Party B fails to meet the requirements of ANSI and/or CSA, based on the quantity unavailable to meet
the requirements certified by the organization entrusted by both parties, the condemnation shall be demanded according to the practical
situation.


 






     


     


    

 


Party
A shall propose objection to Party B when discovering quality failure, Party B shall reply within 30 days, otherwise shall be deemed
as agree with the quality failure, the necessary proof shall be negotiated between both parties.


 


		9.3	Product
                                            quantity and consumption



 


Party
B shall pack the products with suitable materials and loading the products into container thus to reduce the damage during the
shipment. When damage happens, both parties shall discuss a resolution for the 5% damage uncovered by the insurance, Party A shall
claim to the insurance agency for the damage beyond 5%; regarding the loading shortage, unless agreed by Party A with a prior
notice, under the effective evidence provided by Party A, Party B shall be responsible to fully compensate the shortage and shall be
claimed for the lost caused by shipment, taxes and other related procedures to Party A and/or Party /\s clients.


 


		9.4	Term
                                            of delivery



 


Party
A shall give the purchase orders or purchase contracts according to the manufacturing status of Party B, the date of delivery shall be
confirmed by both parties, Party B guarantees to deliver on time. When expired for 14 days, Party A is authorized to fine Party B
for 5%o of the total orde·r amount per day as the violation penalty, when expired for 21 days, except the violation penalty
paid by Party B, Party A is also authorized to terminate the purchase order or contract. To the condition of force majeure to cause
the late delivery, Party B shall notify Party A in 3 days since the condition initiated and negotiate with Party A for the postpone of
delivery.


 


		9.5	Purchase
                                            orders and contracts



 


Party
A shall release the purchase order according to the American and Canadian market status for Party B to confirm, or to sign a purchase
contract by both parties and Party B shall be responsible for the production of the purchase order or contract.


 


	10.	Documents,
                                            delivery, liaison



 


		10.1	It
                                            is agreed that during the execution of this agreement, all documents shall be provided in
                                            written including letters, fax and e-mail.



 






     


     


    

 


		10.2	It
                                            is agreed that during the execution of this agreement, all documents shall be sent to the
                                            following destinations;



 


Party
A: Foremost International Trading Co. Inc


Address:
No. 39-2, Changan E. Road, sec. 1, Taipei City Tel.: 886-2-25371374


Fax;
886-2-2568 3874


E-mail;
michaele@mailfittpo.com.tw


 


Party
B: TANGSHAN HUIDA CERAMIC GROUP CO. LTD


Address:
Huangezhuang Town, Fongnang City, Hebei Province Tel.: +86-315 8522541; 8523618


Fax:
+86-315 852817


E-mail:
huida@public.tsptt.he.en


 


		10.3	It
                                            is agreed that during the execution of this agreement, the assigned liaison are Mr./Ms. CHEN,
                                            Ping/ HE, Kelan for Party A and Mr./Ms. WANG Yenching/XING jinrong for Party B.



 


	11.	Integrity



 


This
agreement and the documents including design drawings, amended drawings, and purchase order etc. formed during the execution of this
agreement are parts of this agreement with the same legal effects.


 


	12.	Jurisdiction



 


The
set up, explanation, effectiveness execution and resolution for disputations of this agreement shall be judged by the law of the Peoples'
Republic of China.


 


	13.	Resolution
                                            for disputations



 


If
any disputation aroused during the execution of this agreement shall be solved by negotiation, if in vain, both Party A and Party B agree
to be arbitrated by the Shenzhen Branch of China Trade Arbitrating Committee for International Economic and Trading.


 


 


	14.	Change,
                                            Annulations



 


Unless
agreed by both Party A and Party B for the legal change or annulations, this agreement shall not be changed or annulled by either party.


 


	15.	Effectiveness



 


This
agreement shall become effective since signed by both parties.


 


	16.	Legal effects





 


This
agreement is made in quadruple that either Party A and Party B shall held 2 copies, each copy are of the same legal effects.


 


Foremost
International Trading Co., Inc


 


Representative: (Signature), October, 20, 2000


 


TANGSHAN
HUIDA CERAMIC GROUP CO. LTD.


 


Representative:
(Signature), October 20, 2000