Unassociated Document


    
      
        Exhibit 4.7

         

        
          	 
      	
                  

                	
                  Contract
      No.: ______

                
	 
      	
                  Yuehao
      Jewelry

                	 
      


        

      

    

          

    Goods
Processing, Purchase and Sales Contract

     

    Party A:
Shenzhen Yuehao Jewelry Co., Ltd.

    Registered
Address: West Floor 3, No. 1 Building, Pacific Industry Zone, Shatoujiao,
Shenzhen

    Corporate
Representative:

    Authorized
Agent:

     

    Tel.:
0755-25621111

    Fax:
0755-25600543

     

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

    Registered
Address: No. 405, Unit 2, No. 69 Building, Dongmi Shi Qu, Yingze District,
Taiyuan City, Shanxi Province

    Corporate
Representative:

    Authorized
Agent:

    Tel.:
0351-5602855

    Fax:
0351-7323989

     

    
    

    In order
to further expand the sales market of jewelry, define both parties’ rights and
obligations to enable Party B to process and purchase goods from Party A in time
and accurately, and standardize Party A’s goods supply process and Party B’s
ordering process and payment settlement behavior to enhance the long-term,
stable and harmonious cooperative relationship between both parties hereto, both
parties hereby conclude and enter into this Contract through full consultation
for both parties hereto to jointly comply with.

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page 1 of
      13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                      


    I.
Qualification of Both Parties

     

    1.1 Both
parties hereto are business corporations which are duly established and exist in
accordance with the law and are able to independently bear civil
responsibilities and have full principal qualification to conclude and perform
this Contract.

     

    1.2 Party
B promises that where it does not have legal qualification to perform this
Contract upon the conclusion of this Contract, it must obtain relevant
qualification prior to the performance of this Contract; otherwise, during the
cooperation, Party A shall be entitled to terminate this Contract upon
discovering such case. Therefore, all loss caused to Party A shall be borne by
Party B.

     

    1.3 Both
parties must submit the copies of such valid certificates affixed with official
seal as business license, tax registration certificate, organization code
certificate, bank account and ID of contact person designated for future
reference.

     

    1.4 Party
A designates:

     

    
      
        	
                Name

              	
                Position

              	
                Type
      and Number of Certificate

              	
                Tel.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    as the
designated contact persons of the Company the behavior of who shall represent
Party A and who shall be responsible for conducting business dealings with Party
B, goods delivery and other relevant contacts.

     

     Party
B designates (certificate numbers and positions of the specific business
principals shall be indicated in the following table):

     

    
      
        	
                Name

              	
                Position

              	
                Type
      and Number of Certificate

              	
                Tel.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

    

     

    as
designated contact persons the behavior of who shall represent Party B and who
shall be responsible for conducting business dealings with Party A and receiving
goods and for other relevant contacts.

     

    1.6 Both
parties covenant that in case of any change to the above designated contact
persons for handling various businesses, either party shall notify the other
party immediately in writing and obtain the written confirmation; otherwise, the
adverse consequences arising therefrom shall be borne by the party responsible
for notification.


     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      2 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
    

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                       


    II.
Requirements for Goods and Supplied Materials (for processing)

     

    2.1 Goods
supplying mode of Party A:

     

    (1) Party
B shall choose and purchase at Party A’s exhibition and sales center on its
own;

     

    (2) Party
A shall produce goods according to the order standard required by Party B, with
the specific requirements of the standard detailed in the purchase order. The
purchase order shall be effective upon the signature of the business personnel
designated by both parties. During the performance of this Contract, Party B,
requiring modifying the order standard, shall notify Party A in time and the new
standard shall prevail after being confirmed by Party A in writing. Where the
goods indicated in the order have been confirmed by the representatives of both
parties and Party A has put such goods into production, such order may not be
changed in process.

     

    2.2 The
category, type, style, quantity, weight, specifications and special requirements
of the articles purchased every time shall be subject to Party B’s order and
other rights and obligations shall be subject to this Contract. Purchase Order
(Annex I), Confirmation Form of Ordered Price (Settled Price) (Annex II) and
Confirmation Form of Deficiency (Annex III) shall be integral parts of this
Contract, with their samples provided in the annexes hereto.

     

    2.3 Goods
received by Party B must be completely inspected before being promoted for
sales. For products not inspected on sale, Party B shall bear all quality
liabilities on its own.

     

    2.4 Where
Party B lodges objection to the purity and other quality problems of Party A’s
goods, it must submit a written report to Party A within two (2) days after the
delivery of goods. Party B may not refuse to receive Party A’s goods for any
reason until Party A confirms that the goods have any quality problem not
complying with the state inspection standard.

     

    2.5 The
supplied materials that Party B delivers to Party A shall be inspected by Party
A on site. The supplied materials shall be deemed as delivered after signed by
Party A’s personnel in charge of supplied materials. Where the supplied
materials are checked to be unqualified, Party A shall explicitly indicate the
problems of the supplied materials to Party B.

     

    2.6 Where
both parties have different opinions on the quality of goods or raw materials
delivered, they agree that National Gemstone Testing Center (Shenzhen
Laboratory) shall perform a third-party testing on the samples designated by
both parties simultaneously. The report issued by such testing department shall
be deemed as the final testing result. Where the testing result of such testing
institution shows that the samples submitted are qualified, all expenses arising
from such testing (including interest expenses for delayed delivery period)
shall be borne by the party lodging the objection.

     

    III.
Delivery of Goods

     

    3.1 The
batch number, quantity, time, place and mode of goods delivery shall be
specifically stipulated in every order by both parties. Where Party B requires
delaying in receiving goods, it shall notify Party A at least five (5) working
days in advance and obtain Party A’s written consent. In principle, the delay in
receiving goods may not exceed four (4) days; otherwise, Party A shall be
entitled to collect an interest of ___% of the total goods value (per day) from
Party B from the fifth day after Party B’s delay in receiving
goods.

    
    

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      3 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                       


    3.2 Where
goods delivery is delayed for Party A’s reason, both parties shall determine the
specific goods delivery date through consultation. Where Party B pays a deposit
amounting to more than ___% of the total goods value on the order placing day,
Party A must pay an interest of ____% of Party B’s advance payment (per day) to
Party B.

     

    3.3 Party
B shall receive goods at the place where Party A is located or the place
designated by Party A. Both parties shall count goods and make a written
inspection signature record at the delivery time. The goods delivery may be
carried out only between the contact persons designated by both parties. In case
of any change to the contact person of either party, the party making such
change shall perform in accordance with Clause 1.6 hereof.

     

    3.4 Where
Party B shall receive goods through mail delivery or air consignment, Party B
may authorize Party A to handle and conclude the Agreement on Agent Mail
Insurance of Goods (Annex IV) or the Agreement on Transport of Goods by Air
through Entrusted Agency (Annex V). Party A shall complete its obligations for
goods delivery upon the delivery of goods for mail or air consignment. At such
time, the ownership of goods and the risk of goods damage and loss shall be
transferred to Party B.

     

    3.5 Where
the total weight of goods indicated in the order is consistent with the total
weight stipulated or the error is within ±5%, the actual weight
shall be used as the settlement standard. Where the error range exceeds ±5%, Party B shall
receive the goods and both parties shall seek for resolution through
consultation.

     

    3.6 When
Party A delivers goods, the delivery voucher must be attached to the goods.
Party B’s representative shall check the contents of the delivery voucher on its
own and sign for confirmation. After the delivery, Party B shall be responsible
for the security of the goods on its own.

     

    IV.
Line of Credit for Customer’s Overdue Payment

     

    4.1 As
Party B is Party A’s VIP customer, Party B may enjoy the following
services:

     

    Party A
allows Party B to have a maximum limit for overdue payment for goods, amounting
to (in words) RMB ______ only, i.e. (in number) RMB _____. However, as the
capital input by Party A is financed by itself during the operation and a
certain expense shall be paid, Party B promises to indemnify ___% of financing
expense (per month) to Party A from the ____ day after the overdue day. (Where
the price of material for the jewelry for which payment is overdue is not fixed,
the financing expense shall be calculated on basis of the maximum limit of
overdue payment converted from the total sum of 120% of the closing price of raw
material in Shanghai Gold Exchange on the goods picking day and all expenses of
labor for goods purchased.)

     

    4.2 Where
Party B fails to fix the price when purchasing goods, Party A allows it to have
a maximum quantity of unsettled gold of 10 kilograms, that of K gold of ___ kilograms, that
of platinum gold of ___ kilograms and
palladium gold of /
kilogram(s).

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      4 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                             


    Where
Party B fails to settle price on the goods delivery day, it must prepay Party A
a deposit, amounting to 120% of the closing price of raw material in Shanghai
Gold Exchange on that day, and the total expenses of labor for goods purchased.
In case that the market price increases in the course, Party B must make up such
deposit as per the value increased; otherwise, Party A shall be entitled to
close the position automatically.

     

    In
addition, Party A shall be entitled to calculate Party B’s position checking
interest for unsettlement (RMB 0.04/gram/day for gold, K gold and palladium
gold, and RMB 0.06/gram/day for platinum gold) from the ___/__ day after Party B
takes the delivery of goods.

     

    4.3 Where
Party B has determined the price of goods and signed the Confirmation Form of
Ordered Price (Settled Price) for the goods provided by Party A when purchasing
the goods, such price shall not be affected by the market fluctuation any
more.

     

    4.4 Where
Party B fixes price in advance, it shall prepay a deposit amounting to 20% of
the total value of goods priced to Party A when fixing price. In case that the
market price decreases in the course, Party B must cover the short position as
per the loss arising from the decrease of price and guarantee that the book
balance shall not be less than 20% of the total value of goods priced;
otherwise, Party A shall be entitled to close the position automatically.
Moreover, Party B agrees to pay position holding interest (RMB 0.04/gram/day for
gold, K gold and palladium gold, and RMB 0.06/gram/day for platinum gold) to
Party A from   /  
day after signing the Confirmation Form of Ordered Price (Settled
Price).

     

    V.
Mode and Period for Settlement of Payment for Goods

     

    5.1 The
settlement of unit price and total price of goods shall in two
modes:

     

    A.
subject to the Confirmation Form of Ordered Price (Settled Price) stipulated
prior to the delivery of goods and signed by the representatives of both
parties;

     

    B.
subject to the settled price in the Confirmation Form of Ordered Price (Settled
Price) of Party A during the period stipulated by both parties. The price, once
being determined, may not be changed.

     

    5.2 As
the VIP customer of Party A, Party B shall fix price in advance; however, where
the deposit fails to be prepaid, the Confirmation Form of Ordered Price (Settled
Price), once being signed, shall be subjected to with honesty and Party B shall
bear corresponding risk and position holding interest. Otherwise, Party A shall
be entitled to require Party B to bear all loss and liabilities caused thereby
according to the fluctuation amplitude of the market condition after closing the
position automatically (where both parties have disputes over the link of
pricing or business delivery, both parties agree to deem “telephone, computer
sound recording, fax and e-mail” as effective legal evidences).

     

    5.3 Where
goods are ordered in the manner stipulated in Clauses 4.2, 4.3 and 4.4 hereof,
Party B shall settle the payment for goods on the goods picking day. During the
settlement of payment for goods, the deposit prepaid by Party B shall be
automatically put into the payment for goods. Any other stipulation for limit of
overdue payment hereunder shall be subjected to.

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      5 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                        


    5.4 Where
Party B settles price and takes the goods purchased on the settlement day but
fails to discharge the payment for goods immediately, Party A shall be entitled
to collect financing expense (calculated as per ___% of the total payment for
goods (per month))from Party B from the ___ day after the
goods picking day.

     

    5.5 Where
Party B fails to confirm the settled price and to make the payment immediately
on the day when the goods purchased are taken within the limit of overdue
payment of Party B stipulated herein (or under the circumstance approved by
Party A’s representative), Party B shall pay a position checking interest for
unsettled price to Party A, besides the financing expenses payable to Party A in
accordance with Clause 4.1 hereof. (The position checking interest shall be
calculated from the   /  
day after the goods are taken, with the specific calculation mode subject to
Clause 4.2.)

     

    5.6 In
the event that the price is not stable and Party B fails to fix the price on the
spot, Party B shall prepay 120% of the closing price of raw materials in
Shanghai Gold Exchange on that day together with the total expenses of labor for
the goods purchased to Party A, with refund for any over-payment or a
supplemental payment for any deficiency after the settlement of
price.

     

    5.7 The
account listed on the first page hereof is the formal account of Party A for
receiving payment (or that provided by Party A in writing and confirmed by
affixing official seal). Under the circumstance that Party A does not send any
change instruction in writing, all payments made in mode of check, exchange bill
and remittance shall be deemed to be received by Party A upon the arrival of
Party B’s outward remittance at such account. At the mean time, Party B shall be
responsible for faxing remittance documents and notify Party A to designate
account checking personnel (see the following table) to check and receive the
payment for goods. Both parties shall confirm that there are no
mistakes.

     

    The
account checking personnel designated by Party A are as follows:

     

    
      
        	
                No.

              	
                Name

              	
                Department

              	
                Tel.

              	
                Fax

              
	
                1

              	 
      	 
      	 
      	 
      
	
                2

              	 
      	 
      	 
      	 
      


      

    

     

    5.8 Party
A shall provide receipt in time and issue formal special invoice of value-added
tax as required by Party B after Party A receiving the payment for goods
remitted into the designated account by Party B. Party A promises that the
invoice of value-added tax shall be legal and effective document.

     

    VI.
Supplied Material Processing

     

    6.1
Processing of Such Raw Materials as Gold, Platinum Gold and Palladium
Gold

     

    Gold

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      6 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                        


    
      
        
          
            
              
                	
                        Raw Materials Provided 

                        by Party B:

                      	
                        Consigned 

                        Processing 

                        (Product Name)

                      	
                        After Dissolution of 

                        Raw Materials, 

                        Changing to (Purity)

                      	
                        Product Processing 

                        Expense Collected 

                        by Party A

                      
	
                        (Party
      A)

                        Old
      gold999 jewelry

                      	
                        gold990
      jewelry

                      	
                        /

                      	
                        RMB  / per gram

                      
	
                        gold999
      jewelry

                      	
                        /

                      	
                        RMB
      / per gram

                      
	
                        (Party
      A)

                        Old
      gold990 jewelry

                      	
                        gold990
      jewelry

                      	
                        /

                      	
                        RMB
      / per gram

                      
	
                        gold999
      jewelry

                      	
                        /

                      	
                        RMB
      / per gram

                      
	
                        (Not
      Party A)

                        Old
      gold jewelry

                      	
                        gold990
      jewelry

                      	
                        99.5%

                      	
                        RMB
      / per gram

                      
	
                        gold999
      jewelry

                      	
                        99.95%

                      	
                        RMB
      / per gram

                      
	
                        Gold
      raw material or purified material (purity reaches 99.95% or
      99.99%)

                      	
                        gold990
      jewelry

                      	
                        99.5%

                      	
                        RMB
      / per gram

                      
	
                        gold999
      jewelry

                      	
                        99.95%

                      	
                        RMB
      / per
gram

                      


              

            

          

        

      

    

     

    Platinum
gold

     

    
      
        
          	
                  Raw Materials

                  Provided by Party B:

                	
                  Consigned 

                  Processing 

                  (Product Name)

                	
                  After Dissolution of 

                  Raw Materials, 

                  Changing to (Purity)

                	
                  Product Processing 

                  Expense Collected 

                  by Party A

                
	
                  (Party
      A) Old materials

                	
                  PT950
      jewelry

                	
                  /

                	
                  RMB
      __ per gram

                
	
                  PT990
      jewelry

                	
                  /

                	
                  Plus
      price difference

                
	
                  PT999
      jewelry

                	
                  /

                	
                  Plus
      price difference

                
	
                  New
      platinum gold999 raw materials (accepted by Party A)

                	
                  PT950
      jewelry

                	
                  95%

                	
                  RMB
      / per gram

                
	
                  PT990
      jewelry

                	
                  99%

                	
                  RMB
      / per gram

                
	
                  PT999
      jewelry

                	
                  99.99%

                	
                  RMB
      __ per
gram

                


        

      

    

     

    Palladium
gold

     

    
      
        
          	
                  Raw Materials

                  Provided by Party B:

                	
                  Consigned 

                  Processing 

                  (Product Name)

                	
                  After Dissolution of 

                  Raw Materials, 

                  Changing to (Purity)

                	
                  Product Processing 

                  Expense Collected 

                  by Party A

                
	
                  (Not
      Party A)

                  Old
      palladium gold materials

                	
                  Pd990
      jewelry

                	
                  99%

                	
                  RMB
      / per gram

                
	
                  Pd999
      jewelry

                	
                  99.99%

                	
                  RMB
      / per gram

                
	
                  (Party
      A)

                  Old
      palladium gold materials

                	
                  Pd990
      jewelry

                	
                  /

                	
                  RMB
      / per gram

                
	
                  Pd999
      jewelry

                	
                  /

                	
                  RMB
      / per gram

                
	
                  New
      palladium gold999 materials (accepted by Party A)

                	
                  Pd990
      jewelry

                	
                  99%

                	
                  RMB
      / per gram

                
	
                  Pd999
      jewelry

                	
                  99.99%

                	
                  RMB
      / per
gram

                


        

      

    

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      7 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                    


    6.2 In
respect of 18K jewelry, according to different techniques and styles, after the
representatives of both parties confirm the expenses of labor for various
products through consultation, Party B may settle the price according to the
price of 18K gold materials on that day or choose the supplied K gold materials
for processing.

     

    6.3 In
respect of various jewelries (such as unique gold, elaborate works, gold9999
99.99%, solderless products and hard gold999) and new products, the processing
expenses shall be calculated through consultation during the promotion
period:

     

    Price shall be added subject
to the normal sales of Yuehao Exhibition Hall.

     

    6.4 For
various old materials delivered by Party B to Party A, purifying expenses shall
be paid accordingly. Both parties agree that

     

    ¡The purifying expenses
are included in the processing expenses;

     

    ¡The purifying expenses
shall be calculated additionally and paid as per RMB __ per gram for gold,
RMB /   
per gram for platinum gold and RMB /   
per gram for palladium gold.

     

    VII.
Designated Purchase Quantity

     

    7.1 As
Party B is the VIP customer of Party A and fully enjoys the preferential price
and line of credit provided by Party A, Party B shall guarantee that, during the
performance of this Contract, the monthly purchase quantity (or consigned
processing quantity) shall not be lower than:

     

    
      
        	
                Gold
      jewelry

              	
                ___
      (kg)

              	
                K
      gold jewelry

              	
                ___
      (kg)

              
	
                Platinum
      gold jewelry

              	
                ___
      (kg)

              	
                Platinum
      gold jewelry

              	
                ___
      (kg)

              


      

    

     

    
      
        	
                Diamond
      jewelry

              	
                RMB
      / in value

              	
                / discount when the monthly average
      purchase quantity reaches RMB /
      (value)

              
	
                Green
      jade jewelry

              	
                RMB
      _____ in value

              	
                ___% off discount when the monthly average
      purchase quantity reaches RMB _____
      (value)

              


      

    

     

    Where the
monthly average purchase quantity is lower than the quantity stipulated in the
above tables, the following provisions shall be subjected to:

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      8 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                       


    a. Party
B shall cover the operating profits of the inadequate part of the purchase
quantity to Party A (RMB 0.5/g for gold jewelry, RMB 1.0/g for platinum gold
jewelry, RMB 1.5/g for K gold jewelry, RMB 1.0/g for palladium gold jewelry, 5%
for diamond jewelry and 3% for green jade jewelry).

     

    b. Party
A shall be entitled to lower the maximum line of credit for overdue payment as
per the appropriation. Where the limit of overdue payment is reduced and the
actual overdue payment of Party B still exceeds the limit of overdue payment,
Party B must pay off the surplus parts within five (5) days; otherwise, Party A
may collect a penalty of 1‰ of overdue parts for every overdue day.

     

    7.2 Both
parties agree to check the account at least once every month and assess various
financing expenses and position holding and checking interest stipulated herein.
After each account check, Party A shall be entitled to calculate the receivable
interests obtained through assessment into the principal, without creating
another account.

     

    7.3 After
both parties check the account and confirm the overdue payment of Party B, the
corporate representatives or corporate principals of both parties (indicating
specific names, ID number and working department) shall sign on the Statement
and the Confirmation Form of Overdue Payment (Materials) (Annex III). In order
to simplify the procedures and improve the working efficiency, both parties
agree to confirm in manner of fax or e-mail and agree that the fax and e-mail
have the equal legal effect.

     

    VIII.
Both Parties’ Commitments and Guarantees

     

    8.1 Both
parties commit that both parties’ personnel related to marketing, market and
design shall convene regular meetings without fixed schedule or communicate with
each other by phone, and inform each other of the product development plans and
market promotion plans for the purpose of mutual help and mutual benefit, so as
to jointly improve both parties’ cooperation and working
efficiency.

     

    8.2 The
information of the other party known during the conclusion and performance of
this Agreement, including such information not known by the public as operating
strategies, operating plans, customer orders, product prices, R&D projects
and newly developed products, shall be deemed as the business secret. Any party
shall bear confidentiality obligations. Where one party discloses the business
secret without authorization, causing loss to the other party, such party shall
be liable for compensation and bear corresponding legal
liabilities.

     

    8.3 Party
A commits that any design, image and technique involved during the trading
process shall not constitute the conflicts over such rights as the intellectual
property right of Party B or a third party. In case that it conflicts with Party
B, Party B shall propose the conflict within five (5) days after it knows the
conflict; otherwise, no conflict is deemed to be caused. In the event that
conflicts arise from the involvement of any design, image and technique in such
rights as intellectual property right with a third party, Party A shall resolve
the disputes on its own and bear corresponding liabilities.

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      9 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                                


    8.4 Party
B commits that, during the operation, without Party A’s permission, Party B may
not infringe Party A’s intellectual property right, including but not limited to
rights relating to design, trademark, copyright, patent, internal information,
image spokesman, slogan for serial products, special packages and stage
properties for brand image serial products, marking and other exclusive rights.
In the event that Party B provides Party A’s intellectual property right to a
third party for use without Party A’s legal authorization or uses Party A’s
intellectual property right without authorization, resulting in any lawsuit,
claim for compensation and charge, Party B shall bear all
liabilities.

     

    8.5 For new products and new
concepts designed by Party A with Party B’s consignment, the
intellectual property right shall be deemed as:

     

    ○ being owned
jointly;

     

    ○√
independently owned by Party B.

     

    Relevant expenses of
consigned design and start-up and order quantity shall be determined by
both parties additionally through consultation.

     

    IX.
Liabilities for Breach of Contract

     

    9.1
Besides the inherent quality must comply with relevant national standards and
the standards stated in the annexes hereto, where the styles and techniques of
the goods submitted by Party A do not conform to Party B’s orders, such goods
shall be deemed as non-conforming and Party B shall be entitled to require
replace them free of charge. However, in respect of the products purchased by
Party B’s representatives at Party A’s exhibition place, where the style and
quality are deemed not to comply with its purchase requirements thereafter,
Party B shall bear all liabilities on its own.

     

    9.2
During the performance of this Contract, in case that force majeure causes both
parties to be unable to perform all or part of this Contract, both parties may
be exempt from liabilities for breach of contract after such force majeure is
proved by relevant departments and is notified to the other party in time.
However, either party shall adopt active measures to minimize
losses.

     

    9.3 Where
Party B needs to deposit the goods at Party A’s company temporarily and fails to
make a bill and deliver the goods after Party A fully prepares the goods
indicated on the orders as scheduled or Party B’s representatives choose goods
at Party A’s exhibition and sales center on its own, Party A shall deposit Party
B’s goods for four (4) days for free. After the expiry of free deposit period,
where Party B delays in receiving such goods for any reason or finds an excuse
to reject such goods, it shall compensate Party A for the losses on capital
turnover, overstocking of products and labor expenses of products caused
thereby. Party B agrees to compensate Party A:

     

    ○ / % of the total
labor expenses for such deposited goods;

     

    ○ an
interest amounting to ___% of the total value of such goods (per day) calculated
from the depositing day.

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      10 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                     


    X.
Miscellaneous

     

    10.1 For
the purpose of facilitating the business of both parties to have a sustainable
development and guaranteeing the sound and fair business contact between both
parties, Party A proposes the business ethics of honesty, integrity and
self-respect and prohibits any employee from receiving any private interest,
including donation, gift, return commission or remuneration in any
form.

     

    10.1.1
Party A prohibits its any employee from conducting any private trade with Party
B. Where Party B plans to conduct private trade (associated trade) with Party
A’s employees, it must file a written application to the highest principal of
Party A firstly and such trade may be carried out only after being approved.
Otherwise, Party A may require Party B to bear the economic losses and legal
liabilities arising therefrom.

     

    10.1.2 In
case that Party B gives a bribe to the contact person designated by Party A,
lures such person by promise of gain or conducts other behaviors that violate
the principle of honesty to such person of its own accord, Party A shall be
entitled to terminate this Contract unilaterally and may require Party B to bear
economic and legal liabilities after such behaviors are verified.

     

    10.1.3
Where the contact persons designated by Party A demand any interest during the
business cooperation, Party B shall inform the highest principal of Party A
immediately and Party A shall strictly investigate in relevant events and
compensate for Party B’s relevant losses.

     

    The modes
for Party A to receive reports and for contacting Party A are as
follows:

     

    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      
	 
      	 
      	 
      


    

     

    10.2 For
the matters uncovered hereby or the changes emerging during the performance,
both parties shall conclude another supplemental contract through full
consultation. Such supplemental contract shall have equal legal effect to this
Contract upon the sealing of both parties.

     

    10.3
Party A shall enjoy the right to finally construe the special terms used
herein.

     

    10.4 The
annexes hereto shall be the integral parts of this Contract and shall have the
equal legal effect to this Contract after both parties commence cooperation and
conclude such annexes every time.

     

    10.5 Any
dispute arising during the performance of this Contract shall be resolved by
both parties through joint friendly consultation or by the industry association
through coordination. In case of failure to resolve such dispute in the
foregoing manner, either party may file a lawsuit with the people’s court at the
place where Party A is located.

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      11 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                        


    10.6
Under the circumstance that the agreement is dissolved for some reason, Party B
must unconditionally settle all business payment and all liabilities with Party
A within ten (10) days after the dissolution of the agreement; otherwise, Party
B shall pay a penalty for overdue payment, amounting to 0.1% of the overdue
amount for every overdue day, to Party A in addition to the interest stipulated
herein. The dissolution of this Contract shall not affect the defaulting party’s
assumption of liabilities for breach of this Contract.

     

    10.7 This
Contract shall be made in two copies, with both parties holding one copy
respectively, and both copies shall have the equal legal effect. This Contract
shall be effective upon the sealing and signature of both parties, with an
effective period of one (1) year. After the expiry of the agreement term, new
agreement may be concluded with both parties’ consent.

     

    10.8
Party C shall be Party A’s performance guarantor. Party C voluntarily provides
full guarantee for the debt owed by Party B to Party A. During the guarantee
period, where Party B fails to pay the debt as scheduled (including but not
limited to the performance of contract liabilities), Party C shall bear all such
debts.

     

    
      
        
          
            	
                    Party A (seal):
      

                    
                    

                     

                    Legal
      Representative (signature):

                    Authorized
      Agent (signature): Chen Haifeng

                  	 
      


          

        

      

    

    


    
      
        
          
            
              	
                      Party B (seal):
      

                       

                      Legal
      Representative (signature):

                      Authorized
      Agent (signature):

                    	 
      
	 
      	 
      
	
                      Party
      C (seal):

                       

                      Legal
      Representative (signature):

                      Authorized
      Agent (signature):

                    	 
      


            

          

        

      

    

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      12 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
              	
                

              	
                Contract
      No.: ______

              
	 
      	
                Yuehao
      Jewelry

              	 
      


      

    

                    


    Contract
Signing Place: ________                                 Signing
Date: ________

     

    
      
        	 
      	 
      	
                

              
	 
      	
                Page
      13 of 13

              	
                CHINA
      TOP BRAND

              
	
                Shenzhen
      Yuehao Jewelry Co., Ltd.

              
	
                2-3
      Floors, New Sunday Hotel, No. 28, Shuibei Er Road, Luohu District,
      Shenzhen City, China

              
	 
      	 
      	
                Tel:
      0755-25621111

              
	
                

              	 
      	
                www.ljgold.com