Unassociated Document


       Exhibit
4.9

    
Joint
Sales Contract

    of
Huayu Shopping Centre

     

    
      
        
          
            
              
                
                  	
                          Contract
      No.: _______

                        
	 
	
                          Signing
      place: Management
      Department at 1st
      floor

                        
	 
	
                          Signing
      date: _______

                        
	 
	
                          Handled
      by:
________

                        


                

              

            

          

        

      

    

     

    Free
Service (Complaint) Hotline: 8008061699

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Joint
Sales Contract

     

    Party A:
Shanxi Huayu Group Ltd.

     

    Party B:
Taiyuan Basic Points
Commerce Co., Ltd.

     

    According
to Contract Law of the
People’s Republic of China and relevant regulations, both parties hereto
reach the following agreement with regard to the joint sales on the basis of
equality, voluntariness, and mutual benefits.

     

    
      	
              I.

            	
              Location
      and area for jointly-sold goods

            


    

     

    
      	
              1.

            	
              Party
      A agrees to provide Party B the operation place and relevant operation
      management conditions of the mall at jewelry area on
      the first
      floor of the company. Refer to the attachments of the Contract for the
      location and area of operation
place.

            


    

     

    
      	
              2.

            	
              The
      operation place provided by Party A for Party B must be exclusively used
      and operated by Party B. Party B shall not transfer, lease the operation
      place or conduct joint operation with the third party for any
      reason.

            


    

     

    
      	
              3.

            	
              Party
      B shall not use the operation place or operation facilities to conduct
      illegal operation activities.

            


    

     

    
      	
              II.

            	
              Effective
      period of this Contract

            


    

     

    
      	
              1.

            	
              The
      effective period of this Contract is from ________ to
      _________.

            


    

     

    
      	
              2.

            	
              When
      the Contract expires, if Party B wants to renew it, Party B shall submit
      the written application to Party A 60 days prior to the expiry date of the
      Contract. The two parties shall sign another Contract upon the approval of
      Party A.

            


    

     

    
      	
              3.

            	
              If
      Party B needs to terminate this Contract in advance for special reasons,
      Party B shall submit the written application to Party A 60 days in
      advance. The Contract can be terminated after obtaining the approval of
      Party A and signing written
agreement.

            


    

     

    
      	
              III.

            	
              Business
      scope of goods and relevant
regulations

            


    

     

    
      	
              1.

            	
              The
      operation place provided by Party A is only used to operate Gold, Platinum and
      Jewelry business. Party B shall provide adequate and marketable
      goods according to Party A’s requirements, including the goods provided by
      Party B and purchased from legal channel or the goods approved to be
      surrogated. The goods to be sold are provided in the following
      table:

            


    

     

    
      
        
          	
                  S/N

                	 
      	
                  Type of Goods

                	 
      	
                  Name of Brand

                	 
      	
                  Remarks

                
	 
      	 
      	
                  Gold,
      Platinum, K Gold

                	 
      	
                  CC

                	 
      	
                  Place
      of origin: Shenzhen

                
	 
      	
                    

                	
                  Inlaid
      ornaments, jade

                	
                    

                	
                  CC

                	
                    

                	 
      


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              2.

            	
              The
      goods sold by Party B shall conform to those listed on the above table,
      which shall not be increased, decreased or changed arbitrarily. When Party
      B adds additional operation item or service item, Party B shall obtain the
      written approval of Party A in advance; or else, Party A has the right to
      reject it and hold responsible for violation of Party
  B.

            


    

     

    
      	
              3.

            	
              Party
      B shall guarantee that it is the production, processing enterprise or
      dealer, agent registered at the administrative agency for industry and
      commerce.

            


    

     

    
      	
              IV.

            	
              Sharing
      method and payment mode of joint
sale

            


    

     

    
      	
              1.

            	
              Party
      A shall withdraw ____ of sales
      amount of Party B of the current month as the joint sales sharing, and
      such proportion shall not be lower than the sharing proportion of other
      local malls.

            


    

     

    
      	
              2.

            	
              The
      target of sales amount shall not be lower than RMB ___ million/year. If
      the actual sales amount of Party B does not reach the target, Party A will
      withdraw the joint sales sharing as per the agreed target of sales amount.
      If the sales amount of single month or three months of Party B or as per
      unit yield ranking is the bottom ten of the floor or the bottom two of the
      team, Party A has the right to adjust the joint sales location and area or
      terminate this Contract.

            


    

     

    
      	
              3.

            	
              Relevant
      costs:

            


    

     

    
      	
              1

            	
              As
      for other service items provided by Party A besides the basic sales
      conditions (the contents and charge standards shall be otherwise
      determined by both parties), Party B shall timely pay the proper
      costs.

            


    

     

    
      	
              2

            	
              During
      the operation period, Party B shall support Party A’s promotion,
      advertising & publicity and other promotional activities for the mall
      and shall share relevant costs.

            


    

     

    
      	
              4.

            	
              Settlement
      agreement

            


    

     

    
      	
              1

            	
              Party
      A and B shall earnestly comply with the terms of the settlement and make
      settlement timely.

            


    

     

    
      	
              2

            	
              The
      sales amount of Party B of each month shall be subject to Party A’s cash
      records, and the last day of the current month shall be the settlement
      day. Party A will arrange reconciliation between the 5th
      day and 15th
      day of the next month (postponed in case of any holiday), and Party B will
      issue the value-added invoice to Party A in the amount deducting Party A’
      sharing amount prior to the 20th
      day of the current month after correct reconciliation and pay relevant
      costs; Party A will pay the amount deducting Party A’ sharing amount to
      Party B in the form of bill as per the ranking of Party B’s sales on the
      floor. The sharing income, taxes and payment for goods shall be settled in
      RMB.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              3

            	
              The
      invoice issued by Party B must be the lawful voucher of Party B, or else,
      no settlement will be allowed to be
made.

            


    

     

    
      	
              4

            	
              If
      Party B fails to make reconciliation, issue invoices and pay relevant
      costs to Party A, the settlement of the current month shall be
      postponed.

            


    

     

    
      	
              5

            	
              If
      the Contract is terminated or both parties cancel the Contract upon
      consultation, the sales amount of Party B in the last settlement period of
      Party A shall be used as the after-sales service security after Party B
      demobilizes. The settlement shall be made by Party A to Party B three
      months after the last settlement
period.

            


    

     

    
      	
              5.

            	
              Agreement
      on security

            


    

     

    
      	
               
      

            	
              After
      this Contract is signed, Party B shall pay RMB ___ to Party A as the
      product quality security, used for product quality guarantee for Party B’s
      operation activities in Party A’s mall. When the agreement is terminated,
      Party A will return the security free of interest to Party B after the
      longest service guarantee period of Party B provided to the customer
      (three months at minimum) expires. If Party B shall provide the penalty to
      Party A due to the violation of quality clauses or other regulations,
      Party A can deduct the penalty from the security, and Party B shall make
      up the security within one month.

            


    

     

    
      	
              V.

            	
              Management
      on operation place

            


    

     

    
      	
              1.

            	
              After this Contract is signed by
      Party A and B (including the redecoration within the cooperation term),
      Party B shall design the operation place provided by Party A according to
      Party A’s overall planning and decoration standard, and draw up decoration
      scheme, which shall be submitted to Party A for approval. The decoration
      scheme can be implemented after obtaining Party A’s approval, and the
      corresponding costs shall be undertaken by Party
  B.

            


    

     

    
      	
              2.

            	
              Without
      written approval of Party A, Party B shall neither increase the self-owned
      equipment, facilities and electrical load, nor alter or misappropriate
      Party A’s structure, equipment or other facilities. If Party A or other
      user of Party A suffers losses due to the action of Party B or his agent
      or his employee, Party B shall undertake the liability to pay
      compensation, and shall pay all the costs and losses thereof to Party
      A.

            


    

     

    
      	
              3.

            	
              The
      management and cleanliness maintaining of the mall, coordination of public
      affairs among various counters as well as the normal maintenance of public
      facilities shall be in the charge of Party A, and Party B shall comply
      with property management regulations of Party A. When Party B uses the
      equipment provided by Party A as per the stipulations, if the equipment is
      out of work or has adverse reaction, Party B shall forthwith inform Party
      A for settlement. Or else, the losses arising therefrom shall be
      undertaken by Party B, and Party B shall make
  compensation.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              4.

            	
              The facilities within the
      operation place of Party B shall be maintained by Party B. If Party A
      needs Party B’s assistance, the costs shall be charged as per the property
      management regulations of Party
A.

            


    

     

    
      	
              5.

            	
              The
      cost of water, electricity and gas occurred during the operation of Party
      B shall be subject to the standards as stipulated by both parties. In case
      of increase, the additional cost shall be charged as per the standards
      specified by the government.

            


    

     

    
      	
              6.

            	
              Party A has the right to adjust
      the overall layout according to the operation conditions. Party A shall
      support the change of Party A’s operation place (if required), or else,
      Party A has the right to terminate the
  Contract.

            


    

     

    
      	
              7.

            	
              Safety
      and insurance

            


    

     

    
      	
              1

            	
              Party A and B shall strictly
      implement the national regulations on security and fire fighting, and
      Party A shall establish the perfect security and fire safety management
      network of the mall; Party B shall actively cooperate with Party A to do
      the work of security and fire fighting and shall be responsible for the
      routine safety inspection of the operation place, so as to timely
      eliminate the safety hazard and ensure the safety of property. If Party A
      organizes and develops the training, examination and assessment on fire
      fighting, safety and damage prevention, Party B shall cooperate with Party
      A.

            


    

     

    
      	
              2

            	
              Party B shall make compensation
      for the losses thereof to the customers caused by the potential safety
      hazard due to the reason attributable to Party
  B.

            


    

     

    
      	
              3

            	
              Party B shall not store
      combustible and explosive goods and hazardous chemicals etc. in Party A’s
      mall.

            


    

     

    
      	
              4

            	
              Party B shall properly keep the
      goods within his operation place (including goods, counter/rack, display
      bar, equipment and facilities etc.), and shall cover the fire insurance,
      theft insurance, third-party liability insurance and other property
      insurances. Party B shall claim the insurance company for compensation in
      case of accident.

            


    

     

    
      	
              8.

            	
              Party B shall evacuate from Party
      A’s operation place after this Contract expires or this Contract is
      terminated upon consultation or Party A proposes to terminate the Contract
      due the violation of Party B, and shall return the place under perfect
      conditions to Party A. As for the goods remained in the operation place
      shall be deemed to be abandoned by Party B, and Party A has the right to
      clear the site; if the facilities within Party A’s operation place are
      altered or damaged, Party A has the right to prosecute for the liabilities
      of Party B, and deduct the compensation from Party B’s security or sales
      amount.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              VI

            	
              Operations
      control

            


    

     

    
      	
              1.

            	
              Commodities
      control

            


    

    


    
      	
              1

            	
              Commodities sold by Party B shall
      conform to laws of the nation for quality, trade mark and price. In the
      event of commodities subject to mandatory provisions of the nation sold by
      Party B, all liabilities arising therefrom are to be borne by Party B and
      Party A has the right to terminate the Contract without returning the
      earnest money paid by Party
B.

            


    

     

    
      	
              2

            	
              Party B abides by provisions
      applied for commodities management by Party A. Commodities sold are
      subject to provisions of the
Contract.

            


    

     

    
      	
              3

            	
              Commodities for joint sale must
      be displayed in a sightly and conspicuous way and commodities displayed
      must be diversified and all inclusive in category. When varieties, quality
      and quantity of commodities fail to satisfy the demand for normal
      operation, Party A is entitled to terminate the Contract, and Party B
      shall indemnify Part A for all losses arising
      therefrom.

            


    

     

    
      	
              4

            	
              Party B shall use lawful
      tradenames and trademarks for its place of business and commodities
      displayed and sold by Party B and conform to related provisions of related
      laws, rules and related government provisions, and infringement of lawful
      rights and interests of others such as intellectual properties and
      exclusive agency is not allowed. Party B shall not display and sell
      prohibited articles or unlawful articles or provide illegal service or
      service in breach of contract. Liabilities arising from failure to do so
      are to be borne by Party B, and Party B shall assume liability for
      compensation for losses to or injury of customers and indemnify Party A
      for all expenses of and losses to Party A resulting
      therefrom.

            


    

     

    
      	
              5

            	
              When
      trademarks of commodities sold by Party B are involved in infringement as
      believed by related governmental agency, Party A has the right to withdraw
      such commodities from the display case which are to be kept by Party A for
      the time being. If Party B fails to convince related authority of legality
      of the trademarks used and the fact is accepted by such authority, Party A
      will restore display and sales of the article in the store. Party A does
      not assume any liability for loss to Party B during the period of
      withdrawal, and expenses accrued in the period of custody and control is
      to be borne by Party B.

            


    

     

    
      	
              6

            	
              In the event of adverse reaction
      or damage to lawful rights and interests of customers due to use of
      commodities or services provided by Party B, Party B shall assume
      liability for compensation, and for adverse effect on credit standing of
      Party A, Party B shall also assume liability for
      compensation.

            


    

     

    
      	
              7

            	
              Before the commodities are placed
      on a counter, Party B shall submit originals or duplicates of effective
      certificates in relation to the commodities to Party A for
      review.

            


    

     

    
      	
              2.

            	
              Quality
      control

            


    

     

    
      	
              1

            	
              Party
      B shall ensure quality of services and commodities provided by Party B. In
      the case of damage to rights and interests of customers or credit standing
      of Party A due to problems in quality of services and commodities provided
      by Party B or other problems (including but not limited to personal injury
      and property loss), Party B shall assume liabilities as specified in laws
      such as Law of The People's Republic of China on Product Quality and Law
      of the People's Republic of China on Protection of Consumer Rights and
      Interests. And if Party A pays compensation for the above events, Party B
      shall unconditionally repay the amount paid by Party A and other expenses
      and losses.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              2

            	
              Party B allows Party A to have
      casual inspection of quality, marks and measurement of commodities
      provided by Party B, and upon discovery of faulty commodities, false and
      inferior commodities or inconsistent marks or complaint by customers and
      punishment against Party B by related government department and after
      verification of the same, Party A has the right to require Party B to stop
      sales immediately, and Party B shall bear all expenses and pay Party B
      indemnity as much as 1-5 folds of amount of illegal
      sales.

            


    

     

    
      	
              3

            	
              Party A has the right to inquire
      against Party B about the commodities of quality defects discovered in
      inspection. When such commodities are to be delivered to inspecting
      authority for inspection, cost of such inspection is to borne by Party B.
      Party A has the right to make a decision on settlement of negotiation with
      a customer on quality problems of services or commodities provided by
      Party B, and Party B shall unconditionally accept such
      decision.

            


    

     

    
      	
              3.

            	
              Price
      control

            


    

     

    
      	
              1

            	
              Party A and Party B shall
      strictly abide by Price Law of the People’s Republic of China and
      Provisions on Marking Clearly the Prices of Telecommunication Services as
      well as provisions of price control authorities and use price marks (price
      tag and code tag) prepared by Party
A.

            


    

     

    
      	
              2

            	
              Prices of commodities sold by
      Party B and services provided by Party B shall not be higher than that at
      other business ground, and upon discovery or complaint by a customer and
      after verification, Party B shall pay indemnity as much as 1-5 folds of
      amount of illegal sales for the first violation, and for the second
      violation, Party A has the right to terminate the Contract and demand
      against Party B indemnity as much as 1-5 folds of amount of illegal sales.
      And
      Party B must make compensation to the customer according to the
      law.

            


    

     

    
      	
              3

            	
              For sales of a same commodity at
      discount or gift donation at other stores, franchised stores or chain stores, Party B must
      inform Party A in advance of at least one week, or offer the same
      preferential treatment for the same commodity at store of Party A,
      otherwise, Party A has the right to make adjustment at sole discretion of
      Party A or terminate the Contract, and in special cases, prior negotiation
      between the two parties is
required.

            


    

     

    
      	
              4

            	
              Party B takes part in sale
      promotion organized by Party A or by Party B itself and shall not raise
      sales price. In the event of fraudulent conduct by Party B, Party A has
      the right to terminate the Contract and charge against Party B indemnity
      as much as 1-5 folds of amount of illegal
  sales.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Sales
      management

            


    

     

    
      	
              1

            	
              In delivering goods, Party B
      shall enter the store from specified path (access) and assist quality
      inspector and goods
      clerk of Party B in inspection, and goods that are not inspected and
      verified by Party A are not admitted into store of Party A. When goods are to be
      withdrawn from the store for the reason of operation adjustment, after
      approval of Party A’s officer in charge, the goods are
      withdrawn from the store from specified path (access) by showing the exit
      bill produced by Party A and are subject to inspection of security guard. Upon discovery of
      illegal behavior of
      Party B, Party A has the right to require Party B to make corrections and
      improvement, and in the event of serious violation, Party A is entitled to
      impose economic punishment against Party
  B.

            


    

     

    
      	
              2

            	
              Party B shall observe
      business hours
      specified by Party A and shall not suspend business at business hours
      except as otherwise specified by Party
A.

            


    

     

    
      	
              3

            	
              Party
      B shall use shopping bags and
      wrapping
      paper  prepared
      by Party A and shall not use other wrapping
      papers or
      marks. If Party B needs to use shopping bags and wrapping paper of
      its own for brand image promotion, written approval of Party A is
      required.

            


    

     

    
      	
              4

            	
              In recommending commodities or
      services to customers, salesperson of Party B shall adhere to the
      principle of “good faith”, and concealing defects of the commodities or
      overstating
      functions of the
      commodities and unfair practices in competition
      are not allowed.

            


    

     

    
      	
              5

            	
              Payments for goods are collected
      by store of Party A.
      Party B
      must use bill of
      sale specified by Party A and be subject to supervision of Party A and
      conduct management based on related financial regulations of Party A.
      Party B
      shall not collect payment for goods by itself, involve in other
      wholesale business
      or sales outside the store and refuse or fail to write out receipt or
      write out false receipt. Upon verification of
      violation by Party B, Party B shall assume all legal responsibilities, and Party
      A has the right to charge against Party B indemnity as much as 1-5 folds of amount
      of illegal sales and terminate the
  Contract.

            


    

     

    
      	
              6

            	
              Party B shall allow use of credit
      card checked by Party A and membership card issued by Party A
      and follow the operating rules and precautions
      for normal transaction using specified credit card and membership card.
      For any loss to Party A resulting from violation of the above operating
      rules and precautions for transactions using the above cards, Party B
      shall assume liability for compensation for
  damages.

            


    

     

    
      	
               
      

            	
              Party
      B bears credit card service fees. If membership card issued by Party A is
      for discount, the discount is to be allocated between Party A and Party B
      at proportion agreed on which is indicated in attachment to the
      Contract.

            


    

     

    
      	
              5.

            	
              After-sales
      management

            


    

     

    
      	
              1

            	
              Party
      A and Party B shall comply with stipulations of laws and rules of the
      nation, government and the trade in relation to after services and meet
      their commitments for after
services.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              2

            	
              Party A applies barrier-free
      merchandise return and change system as stipulated in Law of The People's
      Republic of China on Product Quality and Law of the People's Republic of
      China on Protection of Consumer Rights and Interests, and Party B shall
      unconditionally support such
system.

            


    

     

    
      	
              3

            	
              If Party B does not abide by its
      commitment for after service, performs after services without following
      the provisions or drags its feet or disguises the fact or practices deceit
      in performing after service, Party B shall unconditionally allow return or
      change of goods and pay indemnity twice over price of such commodity to
      the customer.

            


    

     

    
      	
              6.

            	
              Personnel
      management

            


    

     

    
      	
              1

            	
              Party
      B employs salesperson for sales of commodities for joint sale.
      Salespersons (sales assistance) (including salespersons replaced or
      assigned during business operation) shall submit their personal
      information to personal department of Party A for approval and record and
      pay guarantee deposit as specified before they take their place. Wages,
      bonuses, welfare and social insurance (medical insurance, endowment
      insurance, unemployment insurance etc.) expenses of salesperson of Party B
      (including salespersons employed by Party B as recommended by Party A) are
      to be borne by Party B, and related expenses and number of persons are
      indicated in the attachment to the
Contract.

            


    

     

    
      	
              2

            	
              Salesperson employed by Party B
      shall wear uniforms as required by Party A and name card and other signs
      prepared by Party A. If salespersons of Party B need to wear garments
      representing image of Party B for the sake of operation, approval of Party
      A is required. Expenses of
      garments, name card and other signs provided by Party A are to be borne by
      Party B, and specific expense items are indicated in attachment to the
      Contract.

            


    

     

    
      	
              3

            	
              Party B shall provide training on
      knowledge about the commodities, specifications for exclusive services,
      skills and techniques for exclusive services to salespersons employed, and
      shall be subject to unified sales management and training on service
      specifications and pay training fees as specified, and salesperson for a
      post requiring a permit as specified by the country, certificates of
      qualifications for such post are
  required.

            


    

     

    
      	
              4

            	
              Salespersons
      employed by Party B shall abide by the specifications of Party A for field
      services and be subject to unified management of Party A and start work
      and come off work as scheduled by Party A. Service supervising
      department of Party A has the right to correct illegal behaviors of
      salespersons of Party B in providing services timely on the field, and one
      who seriously violates the provisions may be imposed economic punishment.
      Party A has the right to require replacement of a salesperson that
      disobeys governance of Party A or frequently violates the provisions, and
      Party B shall replace such person in time and assume liabilities for
      losses resulting herefrom.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              5

            	
              For assignment of temporary staff
      by Party B for instruction on work or assignment of sales promoter, prior
      discussion with Party A is required for determining number of such persons
      and time, related procedures must be gone through and training for such
      persons is required, and the persons shall abide by related provisions of
      the store.

            


    

     

    
      	
              6

            	
              Salespersons
      and sales promoters employed by Party B are employees of Party B, with
      whom Party B must establish labor relation. For involvement with or
      harm to Party A as a result of violation of labor protection law by Party
      B, Party B shall assume liabilities for indemnity, and Party A is entitled
      to deduct such indemnity from guarantee deposit paid by Party
      B.

            


    

     

    
      	
              7.

            	
              Sales
      promotion management

            


    

     

    
      	
              1

            	
              Party A is responsible for
      advertisement and propaganda and art design for the store and assists
      Party B in sales promotion.

            


    

     

    
      	
              2

            	
              For advertisement and propaganda
      for commodities or corporate image within the store by Party B (including
      POP, cart for articles for sales promotion, banner, lamp housing etc.),
      written application must be filed to Party A, and such advertisement and
      propaganda are not allowed before approval by related authority and
      specified expenses are paid. Specific items and
      expenses are to be agreed on between the two parties and indicated in
      attachment to the Contract.

            


    

     

    
      	
              3

            	
              Party B shall actively take part
      in sales promotion and propaganda as well as festivities (including grand
      opening and anniversary celebration of store) or public welfare activities
      for uplifting corporate image of both Party A and Party B among the public
      and improving market prosperity, and share out expenses arising therefrom.
      Party A
      shall inform Party B of related information and reach an agreement with
      Party B for expense
allocation.

            


    

     

    
      	
              4

            	
              Party B shall assist Party A in
      issuing various discount cards, present ticket or credit card for sales
      promotion, and Party B shall allow use of such cards and give a discount
      as specified by Party A. The discount is to
      be shared by the two parties as agreed
  on.

            


    

     

    
      	
              VII

            	
              Commercial bribery
      prohibition

            


    

     

    Party A
and Party B promise to reject any form of bribe, bribery and other unjust
commercial operations. When staff of Party A demands undue interest of any form
from Party B, Party B shall reject such demand and report to Party A, and Party
A will settle such problem righteously and keep secrete for Party B and provide
more business opportunities to Party B according to the circumstances. When the
above behaviors of Party B are for obtaining undue commercial profit or more
special treatment, Party B shall, in addition to assuming related legal
responsibility, pay RMB10,000-50,000 Yuan of penalty to Party A, and Party A has
the right to terminate the Contract without returning the guarantee deposit paid
by Party B. And Party A reserves the right to take necessary action against
Party B.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              VIII

            	
              Liabilities
      for breach of contract and settlement of
  disputes

            


    

     

    
      	
              1.

            	
              Either party in breach of the
      Contract shall assume liabilities for breach of contract and sustain
      losses caused to the other
party.

            


    

     

    
      	
              2.

            	
              In the event of withdrawal or
      termination of contract by Party B without consent of Party A, indemnity
      for revenue due to Party A calculated based on highest one-day sales
      amount in the past for the period from the date of withdrawal or
      termination of the Contract to expiry date of the Contract is to be
      claimed against Party B.

            


    

     

    
      	
              3.

            	
              Disputes
      arising between the two parties in execution of the Contract shall be
      settled through friendly negotiation between the two parties. When the two
      parties fail to negotiate a solution, either party has the right to file a
      suit in the people's courts at the place where the Contract is
      signed.

            


    

     

    
      	
              IX

            	
              Termination
      of contract

            


    

     

    
      	
              1.

            	
              Party
      A has the right to claim for indemnity and cancel the contract in any of
      the following cases attributable to the Party
B:

            


    

     

    
      	
              1

            	
              Party B fails to achieve
      marketing objectives or drops behind in sales of like
      commodities;

            


    

     

    
      	
              2

            	
              Quality and contents of the
      commodities sold by Party B fail to meet requirements of Party
      A;

            


    

     

    
      	
              3

            	
              Party B withholds sales amount
      without authorization in breach of the
  Contract;

            


    

     

    
      	
              4

            	
              Party B winds up business at will
      or transfers rights and obligations under the Contract to a third party
      without authorization or involves in business operation cooperation with
      third party and other operations at sacrifice of rights and interests of
      Party A;

            


    

     

    
      	
              5

            	
              Party B involves in illegal
      operation or any unlawful
practice;

            


    

     

    
      	
              6

            	
              Party B does serious harm to
      reputation of Party A and causes extremely adverse
      effect;

            


    

     

    
      	
              7

            	
              Party B fails to abide by related
      provisions of Party B for marketplace and fails to accept
      dissuasion.

            


    

     

    
      	
              2.

            	
              One
      party has the right to cancel the contract in any of the following cases
      attributable to the other party:

            


    

     

    
      	
              1

            	
              One party fails to repay due
      debts or is in abnormal operation or is becoming insolvent or is out of
      business;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              2

            	
              Impossibility of performance of
      the Contract as scheduled or impossibility of performance of the Contract
      due to forces majeure such as policies of the
    nation.

            


    

     

    
      	
              3.

            	
              For terminating cooperation with
      Party B before termination of the Contract, Party A shall inform Party B
      of such termination in advance of 30 days by sending a written notice, and
      if Party A fails to notify Party B, the Contract continues effective until
      a new contract signed with Party B goes into effect. For terminating
      cooperation with Party A, Party B shall sending a written notice to Party
      A in advance of 60 days, and if Party B fails to notify Party A in advance
      of 60 days, Party B is deemed to be in breach of contract, and economic
      loss to Party A and the third party resulting herefrom are to be
      reimbursed from
      Party B and guarantee deposit paid to Party A by Party B is not to be
      returned.

            


    

     

    
      	
              X

            	
              Other
      clauses

            


    

     

    
      	
              1.

            	
              This
      Contract is in quadruplicates, of which two are held by Party B and two by
      Party A. They come into force after they are signed and affixed with seal
      by the two parties.

            


    

     

    
      	
              2.

            	
              Attachment
      to the Contract is an integral part of the Contract and has equal force as
      the Contract does.

            


    

     

    
      	
              3.

            	
              Party B shall provide the
      following valid certificates and information and legal
      documents:

            


    

     

    
      
        	
                 Business license for enterprise as legal
      person

              	 
      	
                 Certificate of Tax Registration (national tax
      and local tax)

              
	 
      	 
      	 
      
	
                口
      Legal person’s power of
      attorney

              	 
      	
                口
      Seal

              
	 
      	 
      	 
      
	
                 Letter of authorization for
      commission

              	 
      	
                口
      Agreement for sales on commission

              
	 
      	 
      	 
      
	
                口
      Document of approval for manufacturing or manufacturing
      license

              	 
      	
                 Quality inspection/testing
    report

              
	 
      	 
      	 
      
	
                口
      Certificate of health quarantine

              	 
      	
                口
      Safety certification

              
	 
      	 
      	 
      
	
                口
      Report of sanitary inspection of cosmetics

              	 
      	
                口
      Report of quality testing of household electric
  appliances

              
	 
      	 
      	 
      
	
                口
      Report of sanitary inspection of foods

              	 
      	
                口
      Certificate of testing of leather footwear

              
	 
      	 
      	 
      
	
                口
      Exclusive license

              	 
      	
                口
      Commodity insurance policy

              
	 
      	 
      	 
      
	
                 Certificate of registered
      trademark

              	
                  

              	
                口
      Certificate of imported goods

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              口 Other documentary evidence required by
      Party A

            	 
      


    

     

    4    In
the following cases, Party A and Party B shall inform each other by sending a
written notice:

     

    
      	
              1,

            	
              Change
      of corporate organization and major personnel
  change

            


    

     

    
      	
              2,

            	
              Change
      of corporate address and telephone
number

            


    

     

    
      	
              3,

            	
              Change
      of person in charge

            


    

     

    
      	
              4,

            	
              Other
      major events to be informed

            


    

     

    5    Other
matters agreed on:

     

    1 When annual
amount of sales of all products of Party B is over RMB20 million Yuan, Party A
will make settlement based on 15% of deduction rate (that is to say, deduction
rate for all sales of previous year is 15%) which is to be returned at goods
payment settlement in next month (to be returned based on 1% of sales amount in
previous year).

     

    2 When annual
amount of sales of all products of Party B is over RMB30 million Yuan, Party A
will make settlement based on 14% of deduction rate (that is to say, deduction
rate for all sales of previous year is 14%) which is to be returned at goods
payment settlement in next month (to be returned based on 2% of sales amount in
previous year).

     

    3 When annual
amount of sales of all products of Party B is less than RMB14 million Yuan,
Party A will make settlement based 18% deduction rate of RMB14 million Yuan
which is to be returned at goods payment settlement in next month (to be
returned based on 2% of sales amount in previous year). And for sales amount
less than RMB140 million Yuan (i.e., RMB140 million Yuan of actual amount of
sales), minimum guarantee deduction at 18% of deduction rate is to be
made.

     

    4 VIP: for CC gold
and platinum, credits accumulation and discount are not allowed. One who use
membership card can be offered 5% of discount which is to be born by the
supplier, and golden card holder will be offered 10% of discount which is to be
born by the supplier, and a diamond card holder will be offered 15% of discount
of which the supplier bear 60% and Huayu bear 40%. A customer in birthday will
be offered 25% of discount which is shared out equally.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    5 Collecting period
is 30 days.

     

    Party A:
Shanxi Huayu Group Ltd.

     

    Legal
representative: _________

     

    Entrusted
representative: 

     

    Bank of
deposit: Bank of China Gulou Sub-branch

     

    
      Address:
No. 87, Kaihuashi Street, Taiyuan City

    

     

    Postal
code: 030002

     

    Phone
No.: XXX

     

    Fax No.:
XXX

     

    Party B:
Taiyuan Basic Points Commerce Co., Ltd.

     

    Legal
representative: _____

     

    Entrusted
representative: 

     

    Bank of
deposit:

     

    
      Address:
Taiyuan Jidian Commercial Trade Co., Ltd. (6F, No.1 International Apartment
Building, No. 186, Pingyang Road, Taiyuan City)

    

     

    Postal
code: 030006

     

    Phone
No.: XXX

     

    Fax No.:
XXX