Original
Equipment Manufacturer (OEM) Agreement

     

    between

     

    Befut
Electric (Dalian) Co., Ltd.

     

    and

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    Dated
February 16, 2009

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    OEM
Agreement

     

    This OEM
agreement (“Agreement”) is made as of February 16, 2009 in Dalian by and
between

     

    Befut
Electric (Dalian)Co., Ltd. as the assignor

     

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

     

    Legal
representative: Hongbo Cao Hereinafter referred to as “Party A”.

     

    and

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd. as the assignee

     

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

     

    Legal
representative: Hongbo Cao

     

    Hereinafter
referred to as “Party B”.

     

    Whereas:

     

    
      	
               
      

            	
              1.

            	
              Party
      A is a wholly foreign owned enterprise that is duly incorporated, validly
      existing and, among other things, engaged in the business of developing,
      manufacturing and selling cable
wires;

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      B is a limited liability company that is duly incorporated and validly
      existing under the laws of the People’s Republic of China and capable of
      and experienced in manufacture and sales of wires and cables; machining;
      wholesale and retail of mechanical and electrical equipment (automobiles
      excluded) and building materials; and import and export of goods and
      technologies;

            


    

     

    
      	
               
      

            	
              3.

            	
              For
      the purposes of its manufacture and operation, Party A desires to
      authorize Party B, and Party B agrees, to manufacture and supply OEM
      Products; and

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.

            	
              The
      boards of directors of  both parties hereto have adopted
      resolutions approving the execution and performance of this
      Agreement;

            


    

     

    NOW,
THEREFORE, in consideration of the mutual agreements and undertakings set forth
below, and for other good and valuable consideration, the parties agree as
follows:

     

    I.
Definition

     

    
      	
              1.1

            	
              Unless
      otherwise specified herein, the following phrases shall bear the meanings
      as defined below in this Agreement:

            


    

     

    
      	
               
      

            	
              (1)

            	
              “OEM
      Products” means products listed in Annex I of this
    Agreement.

            


    

     

    
      	
               
      

            	
              (2)

            	
              “China”
      means the mainland of the People’s Republic of China, excluding Hong Kong
      Special Administrative Region, Macao Special Administrative Region and
      Taiwan.

            


    

     

    
      	
               
      

            	
              (3)

            	
              “Intellectual
      Property Rights” means, collectively, patents, trademarks, copyrights,
      designs and all other intellectual property rights related to all the OEM
      Products and their applications in the worldwide, whether registered or
      not.

            


    

     

    
      	
               
      

            	
              (4)

            	
              “OEM
      Fees” means the price charged as per Section 8 of this Agreement in
      consideration of the OEM services provided by Party B under this
      Agreement.

            


    

     

    II.
Contractual Arrangements and Services

     

    
      	
              2.1

            	
              Under
      this Agreement, Party B shall provide Party A with OEM services, i.e.
      manufacturing and processing OEM Products, on an exclusive basis. Such OEM
      services shall be provided in accordance with the terms and conditions
      contained in the orders submitted by Party A to Party
  B.

            


    

     

    
      	
              2.2

            	
              Party
      A shall, on a monthly basis, submit the orders for OEM Products to be
      supplied in the coming month, indicating the quantities and scheduled
      delivery dates, etc., and its detailed contents shall be mutually
      determined by the actual performance of the
  Agreement.

            


    

     

    
      	
              2.3

            	
              Party
      B shall not assign the OEM services under this Agreement, in whole or in
      part, to any third party without Party A’s prior written
      consent.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              2.4

            	
              The
      OEM services under this Agreement shall be provided on an exclusive basis
      and without Party A’s prior written consent, Party B shall not accept any
      orders for OEM services from any third party other than Party A, nor
      use  Party A’s production capacity of wires and cables for the
      manufacture of Party B’s own
products.

            


    

     

    III.
OEM Products

     

    
      	
              3.1

            	
              Party
      B shall, under this Agreement, manufacture OEM Products in accordance with
      Party A’s specifications and requirements. Party B is not responsible for
      the design of the OEM Products.

            


    

     

    
      	
              3.2

            	
              Raw
      materials required for manufacturing OEM Products shall be provided by
      Party A and purchased, shipped and delivered to Party B at Party A’s cost.
      Risk of loss or damage of the raw materials shall be passed to Party B
      upon delivery.

            


    

     

    
      	
              3.3

            	
              Party
      A shall provide Party B with the design drawings and samples of OEM
      Products, as well as other documents that Party B may reasonably require
      for manufacturing OEM Products, within 30 days after execution of this
      Agreement. Party B shall manufacture OEM Products in accordance with the
      above-mentioned design drawings and
samples.

            


    

     

    
      	
              3.4

            	
              Party
      A shall give Party B advance notices in writing of any change or
      modification to the design drawings or samples of OEM
      Products.

            


    

     

    IV.
Delivery and Acceptance of OEM Products

     

    
      	
              4.1

            	
              Party
      B shall deliver, before the 5th
      the day of each month, Party A’s monthly order for OEM Products at such
      location(s) as Party A may
designate.

            


    

     

    
      	
              4.2

            	
              Risk
      of loss or damage of OEM Products shall be passed to Party A upon delivery
      to Party A at such location(s) as Party A may
  designate.

            


    

     

    
      	
              4.3

            	
              Party
      A shall inspect and test OEM Products within 2 days after delivery thereof
      by Party B. Should any dispute arise between the parties hereto with
      respect to Party A’s acceptance criteria on OEM Products, such dispute may
      be submitted to a competent quality supervision authority for
      investigation. The findings of such investigation shall be
      final.

            


    

     

    V.
Responsibilities and Obligations

     

    
      	
              5.1

            	
              Party
      A’s Obligations

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      A shall exercise its rights, fulfill its obligations and cooperate with
      Party B in good faith during the term of this
  Agreement;

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              Party
      A shall, upon Party B’s request, provide Party B with the information (in
      writing or other forms) required for manufacturing OEM Products and
      necessary technical instruction and support as well;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              Party
      A shall pay OEM Fees in a timely
manner.

            


    

     

    
      	
              5.2

            	
              Party
      B’s Obligations

            


    

     

    During
the term of this Agreement, Party B shall:

     

    
      	
               
      

            	
              (1)

            	
              manufacture
      OEM Products in accordance with the terms and conditions contained
      herein;

            


    

     

    
      	
               
      

            	
              (2)

            	
              deliver
      OEM Products to Party A in a timely manner in accordance with the terms
      and conditions contained herein;

            


    

     

    
      	
               
      

            	
              (3)

            	
              ship
      OEM Products to the location of delivery stipulated herein and assume any
      expenses and risk of loss or damage thus
  incurred;

            


    

     

    
      	
               
      

            	
              (4)

            	
              in
      no case use the arrangements hereunder for commercial or noncommercial
      marketing or promotional activities in any
form;

            


    

     

    
      	
               
      

            	
              (5)

            	
              use
      its best efforts to protect Party A’s interests and in no case take any
      action that may result in the conflict between its own interests and its
      obligations hereunder;

            


    

     

    
      	
               
      

            	
              (6)

            	
              upon
      Party A’s reasonable request, give Party A reports in a periodic manner on
      the performance of this Agreement;
and

            


    

     

    
      	
               
      

            	
              (7)

            	
              obtain
      certificates, licenses and approvals that are required to perform this
      Agreement from the competent governmental agencies in China, and bear the
      costs and expenses incurred for maintaining the valid status of such
      certificates, licenses and
approvals.

            


    

     

    VI.
Representations and Warrants

     

    
      	
              6.1

            	
              Party
      A’s representations and warrants

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (2)

            	
              The
      execution and performance of this Agreement is not found in breach of
      Party A’s Articles of Association or any legal instrument to which it is a
      party or by which it is bound. This Agreement, as executed, will
      constitute legal and binding obligations of Party
  A.

            


    

     

    
      	
              6.2

            	
              Party
      B’s representations and warrants

            


    

     

    
      	
               
      

            	
              (1)

            	
              Party
      B is a limited liability company that is duly incorporated and validly
      existing under the laws of the People’s Republic of China;
    and

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      execution and performance of this Agreement is not found in beach of Party
      B’s Articles of Association or any legal instrument to which it is a party
      or by which it is bound. This Agreement, as executed, will constitute
      legal and binding obligations of Party
B.

            


    

     

    
      	
               
      

            	
              (3)

            	
              Party
      B has obtained certificates, licenses and approvals that are required to
      perform this Agreement from the competent governmental agencies in
      China.

            


    

     

    VII.
Intellectual Property Rights

     

    
      	
              7.1

            	
              Party
      B shall not

            


    

     

    
      	
               
      

            	
              (1)

            	
              acquire
      or infringe Party A’s intellectual property rights, including but not
      limited to using or disclosing Party A’s intellectual property rights to
      any third party except for the purpose specifically set forth
      herein;

            


    

     

    
      	
               
      

            	
              (2)

            	
              reproduce
      or duplicate any part of any OEM Products, or manufacture or sell any
      products similar to OEM Products in China, whether such products will
      result in confusion or fraud or
not;

            


    

     

    
      	
               
      

            	
              (3)

            	
              claim
      any interest, ownership or right in any intellectual property right or
      register or seek registration of such interest, title or right in any
      place in the world in the name of Party B or on behalf of any third
      party;

            


    

     

    
      	
               
      

            	
              (4)

            	
              commit
      or authorize any third party to commit any act or omission that will or
      will be likely to result in invalidity of or impairment to any
      intellectual property right.

            


    

     

    
      	
              7.2

            	
              Nothing
      contained herein shall constitute a grant of any proprietary right of any
      kind with respect to any intellectual property to Party
  B.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              7.3

            	
              If
      this Agreement is terminated for any reason, Party B shall immediately
      cease all use of any intellectual property and, as per Party A’s
      instructions, destroy or return all materials to Party A, including but
      not limited to any electronic copies
thereof.

            


    

     

    
      	
              7.4

            	
              It
      is agreed that the provisions of Section 7 will survive any modification,
      cancellation or termination of this
Agreement.

            


    

     

    VIII.
OEM Fees

     

    
      	
              8.1

            	
              During
      the term of this Agreement, Party B shall be entitled to OEM Fees
      stipulated herein for OEM services provided under this
      Agreement.

            


    

     

    
      	
              8.2

            	
              OEM
      Fees shall be determined by the parties hereto separately but in no case
      shall such OEM Fees exceed the actual costs of the same products
      manufactured by Party A.

            


    

     

    
      	
              8.3

            	
              Party
      A shall pay OEM Fees incurred within the previous month to Party B before
      the 26th day of each month.

            


    

     

    IX.
Confidentiality

     

    
      	
              9.1

            	
              Unless
      otherwise stated, Party B shall not disclose any proprietary information
      or trade secret in or relating to OEM Products coming to its knowledge
      without Party A’s prior written
consent.

            


    

     

    
      	
              9.2

            	
              Party
      B shall, only with Party A’s prior written consent, disclose any
      proprietary information or trade secret
to:

            


    

     

    
      	
               
      

            	
              (1)

            	
              any
      governmental agency that has the authority to demand such disclosure;
      or

            


    

     

    
      	
               
      

            	
              (2)

            	
              any
      officer, employee or professional adviser of Party B on a “need to know”
      basis.

            


    

     

    
      	
              9.3

            	
              It
      is agreed that the provisions of Section 9 will survive any modification,
      cancellation or termination of this
Agreement.

            


    

     

    X.
Force Majeure

     

    
      	
              10.1

            	
              Should
      either party affected by any Force Majeure event fail to perform all or
      any part of its obligations under this Agreement, the performance of such
      obligations shall be suspended throughout the duration of the force
      majeure event.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
              10.2

            	
              The
      Party claiming to be affected by a Force Majeure event shall notify
      the other Party in writing of the occurrence of such event as soon as
      possible, and shall, within 2 days after the occurrence of such
      event, provide the other Party by courier service or registered mail
      with appropriate evidence in support of the occurrence of the event
      of Force Majeure and the period of its occurrence. The Party claiming
      that its performance of the Agreement has become impossible or
      impracticable due to a Force Majeure event shall make all reasonable
      efforts to eliminate or minimize the effects of such event of Force
      Majeure.

            


    

     

    
      	
              10.3

            	
              When a
      Force Majeure event occurs, both Parties shall immediately consult with
      each other regarding the performance of this Agreement, and shall
      immediately resume their respective obligations under this Agreement upon
      the termination or elimination of the Force Majeure event. This Agreement
      may be terminated if the duration of such Force Majeure event and its
      effects shall continue for more than 2 months without being
      terminated or eliminated.

            


    

     

    
      XI.
Breach

    

     

    
      	
              11.1

            	
              Party
      B’s liabilities for breach of this
Agreement

            


    

     

    
      	
               
      

            	
              (1)

            	
              In
      the event that Party B fails to deliver OEM Products as per the quality
      criteria stipulated herein, Party A shall have the right to require Party
      B to repair, rework or replace the OEM Products concerned. Party B shall
      meet such requirements within 5 days of receiving Party A’s notice at its
      own expenses thus incurred and be liable for breach of the Agreement for
      delayed delivery. If OEM Products, after repair, rework or replacement,
      still fail to conform to the quality criteria stipulated herein, Party A
      may at its discretion reject all or any part of OEM Products. In this
      case, Party A shall be liable to a sum of penalty amounting to 0.5% of OEM
      Fees, in addition to refunding OEM Fees already paid by Party A and paying
      the liquidated damages stipulated herein. If the aforesaid amount is not
      enough to compensate Party A for the losses incurred (whether direct or
      indirect), Party B shall compensate Party A for the balance
      amount.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      the event of delayed delivery by Party B, Party B shall be liable to the
      penalty at 0.5% of OEM Fees for each day of delay. If Party B fails to
      deliver OEM Products stipulated herein within 10 days after the scheduled
      delivery date, then without prejudice to other remedies available under
      this Agreement including but not limited to penalties and damages, Party A
      reserves the right to terminate this Agreement, be refunded of OEM Fees
      already paid by Party A to Party B and compensated by Party B for any and
      all losses thus incurred (whether direct or
  indirect).

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (3)

            	
              In
      the event of Party B’s breach of other obligations hereunder, Party A may
      at its discretion terminate this Agreement immediately and/or ask Party B
      to cease such breaching activities and take remedial actions as required
      by Party A to correct them and compensate Party A for any and all losses
      thus incurred (whether direct or
indirect).

            


    

     

    
      	
              11.2

            	
              In
      the event of delayed payment by Party A, Party A shall be liable to the
      penalty at 1% of the OEM Fees due and unpaid to Party B for each day of
      delay.

            


    

     

    
      	
              11.3

            	
              Unless
      otherwise provided herein, failure of either party to perform its
      obligations hereunder and take effective remedial actions within 3 days of
      receiving the non-breaching party’s written notice, which requires
      the breaching party to correct its activities in limited days, shall allow
      the non-breaching party to terminate this Agreement and claim for
      compensation for losses thus incurred from the breaching
      party.

            


    

     

    XII.
Governing Law and Dispute Settlement

     

    
      	
              12.1

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the People's Republic of China.

            


    

     

    
      	
              12.2

            	
              Any
      disputes arising from or in connection with this Agreement shall be
      resolved by the parties hereto through consultation. If the dispute cannot
      be settled in the aforesaid manner, either Party shall have the right to
      submit the dispute to the China International Economic and Trade
      Arbitration Commission for arbitration in accordance with the Commission's
      arbitration rules then effective at the time of the submission of the
      arbitration in Beijing, the seat of arbitration. The arbitration award
      shall be final and binding upon both
parties.

            


    

     

    XIII.
Notice

     

    
      	
              13.1

            	
              Notices
      and communications required to be given by any Party pursuant to this
      Agreement may be delivered by email, courier service or registered mail to
      the address of the other Party or sent by facsimile transmission to the
      number of the other Party set forth
below.

            


    

     

    The
addresses, fax numbers and emails of the parties are as follows:

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    Befut
Electric (Dalian) Co., Ltd.

     

    Address:
Lingang Industrial District of Changxing Island, Dalian

     

    Zip code:
116011

     

    Fax:

     

    Email:

     

    Contact
person: Haiyang Lu

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    Address:
90-1 Hongji Street, Xigang District, Dalian

     

    Zip code:
116001

     

    Fax:

     

    Email:

     

    Contact
person: Bin Li

     

    If either
Party changes its address or fax number, it shall promptly notify the other
Party in writing of such change pursuant to this Section.

     

    XIV.
Miscellaneous

     

    
      	
              14.1

            	
              This
      Agreement shall become effective upon signature and seal by the
      legal/authorized representatives of the parties hereto. This Agreement
      shall remain effective unless and until terminated by Party A with a
      written notice and, in this case, this Agreement shall cease to be in
      force upon delivery of such written notice by Party A to Party B. It is
      acknowledged that 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

        
          

        

      

      
         


      

    

     

    
      	
              14.2

            	
              As
      a part of this Agreement, Party B hereby grants Party A or one or more
      persons designated by Party A (a “Assignee”) irrevocably an exclusive
      right (“Preemption Right”) to purchase, as per the procedure in Party A’s
      sole discretion and at the price mutually agreed, Party B’s assets or any
      part of them to the extent as permitted under the laws of the
      People’s Republic of China then applicable; Party B warrants, to the
      extent as permitted under the laws of the People’s Republic of China then
      applicable, it will cause the shareholders of Party B to grant Party A or
      its Assignee irrevocably an exclusive right (“Right of First Refusal”) to
      purchase, all or in part, shares in Party B held by such shareholders.
      Such Preemption Right or Right of First Refusal shall not be made
      available to any third party other than Party A or its
      Assignee.

            


    

     

    
      	
              14.3

            	
              Matters
      not covered herein shall be resolved by the parties hereto through
      consultation.

            


    

     

    
      	
              14.4

            	
              Neither party
      should assign all or any part of its rights or obligations under this
      Agreement without the written consent of the other
      party.

            


    

     

    
      	
              14.5

            	
              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.

            


    

     

    
      	
              14.6

            	
              Any
      provision hereof that becomes illegal, invalid or unenforceable will not
      affect the validity and enforceability of the remaining provisions of this
      Agreement.

            


    

     

    
      	
              14.7

            	
              Any
      amendment to this Agreement or its annex may be made and valid only
      pursuant to a written agreement executed by the authorized representatives
      of the parties hereto. 

            


    

     

    
      	
              14.8

            	
              Unless
      otherwise provided in this Agreement, any delay or failure on the part of
      any Party hereto to exercise any right, power or privilege under this
      Agreement shall not constitute a waiver thereof, nor shall any single or
      partial exercise of any right, power or privilege preclude the exercise of
      any other right, power or
privilege.

            


    

     

    (The next
page is the signature page of the OEM Agreement.)

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      (This is
the signature page of the OEM Agreement.)

       

      Party
A:Dalian Befut Wire & Cable Manufacturing Co., Ltd.(official
seal)

       

      Authorized
Representative:  /s/ Hongbo
Cao                                  

       

      Date: February 16,
2009          

       

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

       

      Authorized
Representative:  /s/Haiyang
Lu                                

       

      Date: February 16,
2009                     

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    Annex
I

     

    List of
OEM Products

     

    Electric
Cable

    Marine
Cable

    Mine
Cable

    Nuclear
Cable

    Petrochemical
Cable

    Submarine
Cable


    
      
         


      

      
        13