Intellectual
Property License Agreement

     

    between

     

    Befut
Electric (Dalian) Co., Ltd.

     

    and

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    Dated
February 16, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Intellectual
Property License
Agreement

     

    This
Intellectual Property License Agreement (“Agreement”) is made as
February 16, 2009 in Dalian by and between

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    Principal
place of business: 90-1 Hongji Street, Xigang District, Dalian

     

    Legal
representative: Hongbo Cao

     

    hereinafter
referred to as “Party A”,

     

    and

     

    Befut
Electric (Dalian) Co., Ltd.

     

    Principal
place of business: Lingang Industrial District of Changxing Island,
Dalian

     

    Legal
representative: Hongbo Cao

     

    hereinafter
referred to as “Party B”.

     

    Party A
and Party B are referred to individually as a “Party” and collectively as the
“Parties”.

     

    Whereas:

     

    
      	
               
      

            	
              1.

            	
              Party
      A is a limited liability company that is duly incorporated and validly
      existing under the laws of the People’s Republic of China (“China”) and the owner of
      intellectual property and all proprietary rights and interests thereto
      stated in Section 1.1 of this
Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      B is a wholly foreign owned enterprise that is duly incorporated and
      validly existing under the laws of the People’s Republic of
      China.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party
      B desires to obtain and Party A agrees to grant the license to use the
      intellectual property stated in Section 1.1 of this Agreement under the
      terms and conditions set forth
herein.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    NOW,
THEREFORE, the parties agree as follows:

     

    
      	
              1.

            	
              Grant
      of License

            


    

     

    
      	
               
      

            	
              1.1

            	
              Party
      A agrees to grant to Party B the license to use, during the terms of this
      Agreement and under the terms and conditions set forth herein, the
      intellectual property owned by Party A (“Licensed Intellectual
      Property”, including trademarks (“Licensed Trademark”) and
      technologies (“Licensed
      Technology”)) and Party B agrees to use such Licensed Trademark and
      Licensed Technology under the terms and conditions set forth herein. The
      detailed list of Licensed Trademark and Licensed Technology is provided in
      Annex I attached hereto.

            


    

     

    
      	
               
      

            	
              1.2

            	
              Party
      B agrees that such Licensed Intellectual Property shall be only used in
      Party B’s business activities with respect to manufacture and sales of
      wires and cables, including publicity and promotion of Licensed
      Intellectual Property through printed literature, broadcast, television,
      newspaper, magazine, internet or other media. Party B shall not use
      Licensed Intellectual Property directly or indirectly for any other
      purpose without Party A’s prior written
consent.

            


    

     

    
      	
               
      

            	
              1.3

            	
              Unless
      otherwise permitted by Party B, Party A shall not grant to any other party
      the license to use Licensed Intellectual Property after this Agreement is
      executed.

            


    

     

    
      	
               
      

            	
              1.4

            	
              The
      license for Licensed Intellectual Property under this Agreement shall come
      into force from the date of signature and remain effective unless and
      until terminated by Party B by a notice of
  termination.

            


    

     

    
      	
              2.

            	
              Licensing
      Fees

            


    

     

    
      	
               
      

            	
              2.1

            	
              Party
      B agrees to pay a sum of licensing fees on a yearly basis to Party A for
      the use of Licensed Intellectual Property as agreed separately between the
      parties hereto.

            


    

     

    
      	
               
      

            	
              2.2

            	
              Party
      B shall remit the said licensing fees for the previous year to a bank
      account designated by Party A before the first day of January each year
      during the term of this Agreement.

            


    

     

    
      	
              3.

            	
              Registration
      of Licensed Intellectual Property

            


    

     

    
      
        	
              	
                3.1

              	
                It’s
      acknowledged that if any Licensed Trademark is a registered trademark or
      is in the process of registration, and/or any Licensed Technology is
      a  patented technology or a patent-pending technology, the
      license of such trademark or technology shall be registered and filed with
      national trademark and/or patent administration authorities
      and  such Licensed Trademark and Licensed Technology will be
      maintained valid and effective during the term of this Agreement. The
      parties shall coordinate the actions with respect to this
      issue.

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.2

            	
              If
      this Agreement is terminated for any reason, the parties hereto shall
      effect changes in registration with the above-mentioned trademark and/or
      patent administration authorities.

            


    

     

    
      	
              4.

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              4.1

            	
              The
      parties undertake to take reasonable measures to keep all confidential
      information (“Confidential
      Information”) obtained by, disclosed to or made available to either
      Party from the other Party under this Agreement except for the information
      available in or obtained from the public domain. The receiving party
      should not use such confidential information for any purpose other than
      that of this Agreement nor disclose, provide or transfer such confidential
      information to any third party without the disclosing party’s prior
      written consent.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Upon
      termination of this Agreement, documents, materials or software containing
      any confidential information of the disclosing party shall be disposed in
      accordance with the disclosing party’s instructions and deleted from all
      memory devices to prevent further use of such confidential
      information.

            


    

     

    
      	
               
      

            	
              4.3

            	
              It’s
      agreed that the provisions of Section 4 will survive any modification,
      cancellation or termination of this
Agreement.

            


    

     

    
      	
              5.

            	
              Representations
      and Warrants

            


    

     

    
      	
               
      

            	
              5.1

            	
              Party
      A’s representations and warrants

            


    

     

    
      	
            	
              5.1.1

            	
              Party
      A is a limited liability company that is duly incorporated and validly
      existing under the laws of the People’s Republic of China having the full
      capacity to execute and perform this
Agreement;

            


    

     

    
      	
            	
              5.1.2

            	
              In
      addition to otherwise mentioned above, Party A owns exclusively all
      Licensed Intellectual Property stated in Section 1.1 of this Agreement
      which is clear of all mortgages, pledges, security interests or
      restrictions of any nature
whatsoever;

            


    

     

    
      	
            	
              5.1.3

            	
              The
      execution, delivery and performance of this Agreement will not result in
      any violation by Party A of any law of the People’s Republic of China; or
      any conflict with any provision of Party A’s Articles of Association or
      other comparable corporate charter documents; or any breach by Party A of
      any agreement or commitment by which Party A is
  bound;

            


    

     

    
      	
            	
              5.1.4

            	
              There
      is no legal proceeding, arbitration or administrative procedures pending
      or threatened with respect to Party A's ownership of Licensed Intellectual
      Property;

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
            	
              5.1.5

            	
              Party
      A has the full right, power and authority to execute, deliver and perform
      this Agreement and this Agreement, once executed, will constitute valid,
      effective and binding obligations of Party A which can be enforced in
      accordance with the terms and conditions set forth
  herein.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Party
      B’s representations and warrants

            


    

     

    
      	
            	
              5.2.1

            	
              Party
      B is a wholly foreign owned enterprise that is duly incorporated and
      validly existing under the laws of the People’s Republic of
      China  having the full capacity to execute and perform this
      Agreement;

            


    

     

    
      	
            	
              5.2.2

            	
              Party
      B has the full right, power and authority to execute, deliver and perform
      this Agreement and this Agreement, once executed, will constitute valid,
      effective and binding obligations of Party B which can be enforced in
      accordance with the terms and conditions set forth
  herein.

            


    

     

    
      	
              6.

            	
              Protection
      of Party A’s Rights

            


    

     

    In
addition to Party B’s commitments or obligations mentioned in other provisions
of this Agreement, Party B warrants to protect Party A’s rights as
follows:

     

    
      	
               
      

            	
              6.1

            	
              Party
      B undertakes not to infringe in any way the ownership of Licensed
      Intellectual Property or any other rights and interests
      thereto.

            


    

     

    
      	
               
      

            	
              6.2

            	
              Party
      B undertakes to provide Party A with necessary assistance in protecting
      Party A’s rights in Licensed Intellectual Property; Party A can defend in
      the name of Party A, Party B or the parties any third party’s claim for
      compensations or rights with respect to the ownership of Licensed
      Intellectual Property; and Party B should notify Party A of any
      infringement of Licensed Intellectual Property by any third party coming
      to Party B’s knowledge immediately in writing. Party A may in its sole
      discretion determine whether to take actions in response to such
      infringement.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Party
      B undertakes to use Licensed Intellectual Property under the terms and
      conditions set forth herein and not to use Licensed Intellectual Property
      in any manner that is deceptive, misleading or otherwise to the prejudice
      of Licensed Intellectual Property or Party A’s
  reputation.

            


    

     

    
      	
               
      

            	
              6.4

            	
              Party
      B undertakes not to bring up opposition in any place in the world to any
      right that Party A is entitled to with respect to Licensed Intellectual
      Property.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Party
      B shall not assign, lease, encumber or sublicense Licensed Intellectual
      Property or rights or obligations hereunder to any third party without
      Party A’s prior written consent.

            


    

     

    
      	
               
      

            	
              6.6

            	
              Party
      B shall strictly comply with Party A’s instructions on production and/or
      use of Licensed Intellectual
Property.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.7

            	
              Party
      A shall have the right to supervise the quality of Party B’s products or
      services using Licensed Intellectual
Property.

            


    

     

    
      	
              7.

            	
              Commencement
      and Termination

            


    

     

    
      	
               
      

            	
              7.1

            	
              In
      the event of either party’s material breach of this Agreement and failure
      to take remedial measures to cure such breach within [30] days after the
      receipt of the non-breaching party’s written notice in this regard, the
      non-breaching party shall have the right to terminate this Agreement with
      a written notice effective upon the receipt of such notice by the
      breaching party. Such termination shall be made without prejudice to the
      rights or remedies available to either party by law or
      otherwise.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Notwithstanding
      anything to the contrary herein, Party B shall have the right to terminate
      this Agreement before the expiry of the term of this Agreement and, in
      this case, Party B should not be held liable for compensating Party A for
      such early termination unless Party B is found in material breach of its
      obligations hereunder.

            


    

     

    
      	
              8.

            	
              Governing
      Law and Dispute Settlement

            


    

     

    
      	
               
      

            	
              8.1

            	
              This
      Agreement shall be concluded, effected, construed and performed and any
      dispute arising from or in connection with this Agreement shall be settled
      in accordance with the laws of the People's Republic of
    China.

            


    

     

    
      	
               
      

            	
              8.2

            	
              Any
      disputes arising from construal or performance of this Agreement shall be
      resolved by the parties hereto through consultation. If the dispute cannot
      be settled in the aforesaid manner within [30] days after receipt by
      either party of the written notice proposing such consultation from the
      other party, either Party shall have the right to submit the dispute to
      the China International Economic Trade Arbitration Commission for
      arbitration in accordance with the Commission's arbitration rules then
      effective at the time of the submission of the arbitration. The place of
      arbitration shall be Beijing. The arbitration award shall be final and
      binding upon both parties.

            


    

     

    
      	
              9.

            	
              Notice

            


    

     

    Notices
and communications required to be given by any Party pursuant to this Agreement
may be made in Chinese and delivered in person, by mail or fax to the address of
the other Party listed below or such other address as may be designated from
time to time by the other Party and shall be deemed as duly given (a) on the
date of personal delivery; (b) on the [tenth] day after the date it is sent
(postmark serves as a proof) by registered airmail, postage prepaid or on the
[fourth] day after the date on which it is sent through an internationally
recognized courier service; and (c) at the time the facsimile transmission is
confirmed by the transmission report generated by the sender’s facsimile
machine.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Party A:
Dalian Befut Wire & Cable Manufacturing Co., Ltd.

     

    Address:

     

    Fax:

     

    Tel:

     

    Contact
person: Hongbo Cao

     

    Befut
Electric (Dalian)Co., Ltd.

     

    Address:
Lingang Industrial District of Changxing Island, Dalian

     

    Fax:

     

    Tel:

     

    Contact
person: Haiyang Lu

     

    
      	
              10.

            	
              Miscellaneous

            


    

     

    
      	
              
              

            	
              10.1

            	
              Any
      annex attached hereto shall form an integral part of this Agreement that
      is equally effective and binding.

            


    

     

    
      	
              
              

            	
              10.2

            	
              In
      the event that any provision of this Agreement shall be determined by
      a court of competent jurisdiction to be invalid or unenforceable to any
      extent, it’s only invalid or unenforceable under the jurisdiction of
      related laws and the remaining provisions of this Agreement other than
      those determined as invalid or unenforceable, shall not be affected
      thereby and shall be valid and enforceable to the fullest extent permitted
      by law.

            


    

     

    
      	
              
              

            	
              10.3

            	
              Any
      amendment or supplement to this Agreement may be made only pursuant to a
      written agreement entered into by and between the parties hereto. Any
      amendment or supplementary agreement executed by the authorized
      representatives of the parties hereto shall form an integral part of this
      Agreement that is equally effective and
binding.

            


    

     

    
      	
              
              

            	
              10.4

            	
              This
      Agreement and the Annex attached hereto constitute the entire agreement,
      and supersede all previous oral and written agreements, contracts,
      understandings and communications of the parties with respect to the
      subject matter set forth herein.

            


    

     

    
      	
              
              

            	
              10.5

            	
              This
      Agreement shall become effective upon execution by the authorized
      representatives of the parties hereto and remain effective unless
      otherwise terminated as stipulated herein. The parties hereto shall not
      terminate or cancel this Agreement within 180 days after the day of
      signature, nor alter or modify the provisions of this
    Section.

            


    

     

    
      	
              
              

            	
              10.6

            	
              This
      Agreement is made in Chinese in two counterparts, each party holding
      one.

            


    

     

    (The next
page is the signature page of the Intellectual Property License
Agreement)


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (This is
the signature page of the Intellectual Property License Agreement)

     

    Party
A: Dalian Befut Wire & Cable Manufacturing Co., Ltd.

    Authorized
Representative: Hongbo Cao

    Date:
February 16, 2009

    


    Party
B: Befut Electric (Dalian)Co., Ltd.

    Authorized
Representative: Haiyang Lu

    Date:
February 16, 2009


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    Annex
I: List of Intellectual Property Rights

     

    I.
Trademark

     

    “SAN
YUAN”, a registered trademark.

     

    II.
Technology

     

    Intelligent
reactive power compensation for automatic screen

     

    Automatic
Protection Ni-mh Battery Screen

     

    Mine
fire-retardant rubber branch of the pre-cable

     

    New
tide-proof power cable

     

    Sonar
watertight cable

     

    Environmentally
friendly wire & cable of low-smoke, halogen-free, fire-retardant
insulation

     

    High-temperature
plastic extrusion die-tool


    
      
         


      

      
        8