Non-competition
Agreement

     

    between

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    and

     

    Befut
Electric (Dalian) Co., Ltd.

     

    Dated  February
16, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Non-competition
Agreement

     

    This
non-competition agreement (“Agreement”) is made as of
February 16, 2009, 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: []

     

    hereinafter
referred to as “Party B”.

     

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

     

    
      	
              1.

            	
              As
      used in this Agreement

            


    

     

    
      	
               
      

            	
              1.1

            	
              “Subsidiary”
      of a Party means any company or
entity

            


    

     

    
      
        	
              	
                1.1.1

              	
                in
      which

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              more
      than fifty percent (50%) of the shares or other ownership interest with
      voting rights on election of the board of directors or other bodies of
      persons performing similar functions (other than the shares or ownership
      interest that is only entitled to voting right  when no dividend
      is distributed or under other unpredictable
  circumstances);

            


    

     

    
      
         

      

      
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              (b)

            	
              more
      than fifty percent (50%) of the profits or  equity are held or
      controlled directly by such Party or through one or more of its
      subsidiaries, or under common ownership or control of such Party and one
      or more of its subsidiaries; and

            


    

     

    
      
        	
                
                

              	
                1.1.2

              	
                whose
      assets, or any part of them, are combined into the net revenues of such
      Party as per international accounting standards and  reflected
      in such Party’s financial
statements.

              


      

    

     

    
      	
               

            	
              1.2

            	
              “Affiliate”
      of a Party means any company, partnership, joint venture or entity
      controlling, controlled by or under common control with such Party; the
      word “control” is taken as an entity’s being able to determine, or caused
      to determine, the other entity’s operations and policies, directly or
      indirectly, by holding securities or contracts with voting rights or
      otherwise.

            


    

     

    
      	
               
      

            	
              1.3

            	
              “China”
      means the mainland of the People’s Republic of China, not including Hong
      Kong Special Administrative Region, Macao Special Administrative Region
      and Taiwan.

            


    

     

    
      	
              2.

            	
              It
      is recognized that Party B is, among other things, principally engaged in
      [the development, manufacture and sales of cable
  wires];

            


    

     

    
      	
              3.

            	
              Party
      A warrants that it has made full and complete disclosure of its scope of
      business with a nature same as or similar to that of Party B’s core
      business (see Annex I). Except for business activities disclosed herein,
      Party A or any of its subsidiaries shall not be engaged in, whether
      directly or through joint venture or cooperation with other individuals or
      entities or any similar arrangements, any activities that are in direct or
      indirect conflict or competition with the above-mentioned Party B’s
      existing core business (other than non-core business Party B is currently
      engaged in or any business Party B will be engaged in after the effective
      date of this Agreement) and will cause material damage to the Party B’s
      operations, without Party B’s prior written consent, including but not
      limited to:

            


    

     

    
      	
               
      

            	
              3.1

            	
              setting
      up any company, enterprise or entity that is engaged in the business same
      as or similar to Party B’s existing core
  business;

            


    

     

    
      	
               
      

            	
              3.2

            	
              setting
      up any research and development centre or research institute outside Party
      B to research or develop any product or project same as or similar to the
      products or projects of Party B’s existing core
  business;

            


    

     

    
      	
               
      

            	
              3.3

            	
              manufacturing
      or selling products same as, similar to or in competition with those of
      Party B’s existing core business; being engaged in, directly or
      indirectly, any business same as, similar to or in competition with Party
      B’s existing core business;

            


    

     

    
      
         


      

      
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              3.4

            	
              providing,
      directly or indirectly, products or services, whether as representative,
      agent, independent contractor, consultant, adviser or in a similar
      capacity or otherwise, to any individual, partnership, company, trust,
      association or entity providing products or services same as, similar to
      or in competition with those of Party B’s existing core business or
      engaged in business similar to Party B’s existing core business (a
      “Competing Entity”), whether Party B, its successor or assignee is or will
      be engaged in such business;

            


    

     

    
      	
               
      

            	
              3.5

            	
              having
      any interest, directly or indirectly, in any Competing Entity, including
      but not limited to as owner, franchisee, partner, partnership,
      shareholder, principal, member, investor, custodian or in a similar
      capacity or otherwise.

            


    

     

    
      	
              4.

            	
              Party
      A warrants that Party A (or any subsidiary or affiliate of Party A) will
      (as required) inform Party B of any business opportunity coming to its
      knowledge that is likely to be or become in direct or indirect competition
      with Party B’s existing core business. Party A will (as required) offer
      Party B such opportunity with the terms and conditions as favourable as
      those available to Party A (or any subsidiary or affiliate of Party
      A).

            


    

     

    
      	
              5.

            	
              It
      is acknowledged and agreed that neither party should disclose the
      existence of this Agreement or obligations hereunder except under any of
      the following circumstances:

            


    

     

    
      	
            	
              5.1

            	
              such
      information has become publicly available before it is disclosed ( except
      that such information becomes known to the public by a breach of this
      Agreement);

            


    

     

    
      	
            	
              5.2

            	
              the
      disclosure is made to legal or financial advisers of the disclosing Party
      for the purpose of this Agreement, and that such professional advisers
      undertake to comply with the provisions of confidentiality under this
      Agreement; or

            


    

     

    
      	
            	
              5.3

            	
              the
      disclosure is required by law or any stock exchange, but the Parties
      hereto shall consult with each other over such requirement of
      disclosure.

            


    

     

    
      	
              6.

            	
              This
      Agreement shall be governed by the duly promulgated laws of
      China.

            


    

     

    
      	
              7.

            	
              Any
      dispute arising out of or in relation to this Agreement shall be submitted
      to arbitration in accordance with the rules then in force of China
      International Economic and Trade Arbitration Commission (“Arbitration
      Commission”). The place of arbitration shall be Beijing. The arbitral
      award shall be final and binding on both parties. The Parties hereby bind
      themselves to such arbitral award. The losing party shall bear the costs
      of arbitration including any costs of enforcement. The Parties agree to
      abide by and perform, during the course of arbitration proceedings, the
      provisions of this Agreement except those in disputes and subject to
      arbitral award.

            


    

     

    
      
         


      

      
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              8.

            	
              This
      Agreement shall be made in two originals with each party holding
      one.

            


    

     

    
      	
              9.

            	
              This
      Agreement shall constitute the entire agreement of the Parties with
      respect to the subject matter hereof and supersede any and all prior
      discussions, records, memos, negotiations, understandings and documents
      and agreements between the Parties. All agreements, contracts and other
      documents previously made by and between the Parties on the subject matter
      hereof shall become null and void upon the effective date of this
      Agreement.

            


    

     

    
      	
              10.

            	
              Any
      amendment to this Agreement must be made in writing and duly executed by
      authorized representatives of the Parties hereto. Such amendment may be
      subject to the approval of competent authority if required by
      law.

            


    

     

    
      	
              11.

            	
              No
      failure or delay by either party in enforcing its rights under the
      Agreement shall constitute a waiver of those rights nor shall any single
      or partial enforcement thereof preclude any other or further enforcement
      thereof or the enforcement of any other right. No waiver by either party
      of any breach of any provision of this Agreement shall be held to be a
      waiver of any other or subsequent breach or a waiver of any right under
      such provision or other rights under this
  Agreement.

            


    

     

    
      	
              12.

            	
              If
      any one or more provisions of this Agreement shall be deemed invalid,
      illegal or unenforceable for any reason in accordance with relevant laws,
      then (a) the validity, legality and enforceability of the remaining
      provisions shall not be affected; (b) the invalid, illegal or
      unenforceable words or provisions shall be replaced with words or
      provisions that are valid, legal and enforceable and that come closest to
      expressing the intention of the invalid, illegal or unenforceable words or
      provisions.

            


    

     

    IN
WITNESS THEREOF, the authorized representatives of the Parties hereto have
executed this Agreement on the date first written above.

     

     (The
next page is the signature page of the Non-competition
Agreement)


    
      
         


      

      
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    (This is
the signature page of the Non-competition 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.Co., Ltd. (official seal)

     

    Authorized
Representative: /s/ Haiyang Lu

     

    Date:
February 16, 2009


    
      
         


      

      
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    Annex
I

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd.

     

    Disclosure
of Existing Business

     

    Dalian
Befut Wire & Cable Manufacturing Co., Ltd. is engaged in manufacturing and
selling wires and cables; machining; wholesale and retailing of mechanical and
electrical equipment (automobiles excluded); wholesale and retailing of building
materials; import and export of goods and technologies (except for items
prohibited by laws and regulations; with restricted items subject to license
control).

     

    
      
         


      

      
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