Unassociated Document


    
       

      EXHIBIT
10.17.8

       

    

    AGREEMENT

     

    Party A: Xinzheng City Longhu
Town People’s Government

     

    Party B: Henan Gerui Composite
Material Stock Co. Ltd.

     

    In
accordance with Land Law of the People’s Republic of China and relevant
provisions, Party A and Party B have reached this agreement (“this Agreement”)
on the basis of common development, mutual benefit, equality and voluntariness,
through friendly consultation and with respect to Party B’s proposed investment
of RMB 120 million in land acquisition in Longhu Town of Xinzheng City for
construction of expansion project, with the terms and conditions as
follows:

     

    Article
1  Location and Area of the Land Acquisitioned

     

    Party A
agrees that Party B acquisitions about 300 mu on the east and west sides of
Houhu Reservoir, north of Shuanghu Street (the location, area and boundary of
the land are subject to the land use certificate).

     

    Article
2  Compensation for Land Acquisitioned

     

    Comprehensive
land price is RMB 35,000 per mu (including land transfer fund, compensation
expense, relocation subsidy, and compensation expense for the attachments and
young crops on the ground), totaling RMB 10,500,000 (total land price is subject
to the area indicated on the land use certificate). Among them, high-voltage
corridor occupies a land of 100,180 sq.m., equivalent to 150.27 mu. In light of
the provisions of Regulations on the Protection of Power Facilities etc, no
permanent buildings shall be constructed in the scope of 20 m on both sides. For
the land, only handling expense for land use certificate and compensation
expense for young crops are paid.

     

    Article
3  Method of Payment

     

    The land
price for the land is fully paid in three installments: the first installment,
RMB 2 million, is paid by Party B within ten (10) days after the signing of this
Agreement; the second installment, RMB 2 million, is paid by Party B within ten
(10) days after the land use certificate is obtained; the third installment,
i.e., the remainder price, is paid by Party B in a lump sum prior to December
31, 2004.

     

    Article
4  Obligations and Liabilities of Both Parties

     

    
      	
              i.  

            	
              Party
      A is liable to handle and obtain the land use certificate for Party B
      within five (5) months, the expenses thus incurred are for the account of
      Party A. Party A shall assist Party B handling relevant formalities, such
      as project filing with the Planning Commission, selection of planned site
      and architectural planning, the expenses thus incurred are for the account
      of Party B.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ii.  

            	
              Party
      B coordinates relationship with all parties concerned and ensures to
      provide good surrounding environment and construction order. In the event
      of interference with Party B’s construction, Party A shall solve it in a
      timely manner so that the project is smoothly proceeded
    with.

            


    

     

    
      	
              iii.  

            	
              Party
      A guarantees to supply water, electricity and communication to the edge of
      the land acquisitioned by Party B. Quota of supply shall satisfy the need
      of Party B in water and electricity used for construction. If Party B’s
      work is delayed as result of the reasons attributable to Party A, the
      latter shall pay the losses suffered by Party
B.

            


    

     

    
      	
              iv.  

            	
              Party
      A shall ensure the lot of land to be attached with clear property right.
      If any dispute arises due to property right, Party A shall be liable to
      solve it. If any loss is caused to Party B, Party A shall compensate the
      former. Party A guarantees, within one (1) month after the first
      installment of the land price is made available to Party A, to completely
      compensate for the buildings, structures and attachments on the lot of
      land involving ownership, and assist Party B properly conducting cleanup
      work so as to ensure Party B to smoothly commence
      construction.

            


    

     

    
      	
              v.  

            	
              During
      land use, construction and production, Party B shall enjoy Xinzheng City’s
      preferential policies on investment attraction in addition to the
      preferential policies of the higher-level government on investment
      attraction.

            


    

     

    
      	
              vi.  

            	
              Party
      B ensures to make available the capital in a timely manner as agreed in
      this Agreement. If Party B fails to commence development and construction
      within two (2) years, Party A will recall the lot of land free of charge
      in accordance with the relevant provisions set down in Land Administration
      Law of the People’s Republic of
China.

            


    

     

    
      	
              vii.  

            	
              Party
      B shall abide by the uniform planning of the town district. Party A is
      liable to inspect and supervise the development and utilization of the lot
      of land, but shall not interfere with Party B in its normal
      work.

            


    

     

    
      	
              viii.  

            	
              Under
      the same conditions, Party B shall employ Party A’s
  masses.

            


    

     

    Article  5 If either
party breaches this Agreement, such party shall undertake corresponding
liabilities.

     

    Article 6 Conclusion,
effectiveness, interpretation, performance and dispute resolution of this
Agreement are governed and construed by the laws and regulations of the People’s
Republic of China.

     

    Article  7 Any unresolved
matters in this Agreement may be resolved by both parties through consultation.
If both parties need to agree and sign an appendix to this Agreement, such
appendix shall be of the same legal effectiveness as this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article 8  This
Agreement is signed and delivered in Longhu Town on September 16, 2003, and
shall come into force after both parties sign and affix their seals on
it.

     

    Article  9 This Agreement
is made in six counterparts in original, three copies being kept by each
party.

     

     

    Party A: Xinzheng City Longhu
Town People’s Government (seal)

     

    Legal
representative (signed):

    
 

    Party B: Henan Gerui Composite
Material Stock Co. Ltd. (seal)

     

    Legal
representative (signed):