f8k050610ex10iv_sunnyside.htm


    Exhibit
10.4

    
 

    AGREEMENT
FOR ASSET TRANSFER

    


    THIS
AGREEMENT is made between the Transferor, Yuan Qisheng (hereinafter referred to
as “Party A”) and the Transferee, Jiangsu Dambon Mechanical
&  Electrical Co., Ltd. (hereinafter referred to as “Party
B”)

    


    WHEREAS:

    


    
      	
              1.  

            	
              To
      revitalize assets and adjust industrial structure, Party B decides to
      transfer its assets, liabilities and future businesses with respect to
      Mahjong machine manufacturing.

            


    

    


    
      	
              2.  

            	
              Party
      B agrees to take over the abovementioned assets, liabilities and future
      businesses under the terms and conditions
  hereof.

            


    

    


    NOW THEREFORE, to further
specify the rights and obligations of both Parties and through sufficient
consultation, both Parties have reached the following agreement with respect to
the details of the transfer:

    


    ARTICLE
1    SCOPE OF OBJECTS

    


    
      	
              1.  

            	
              Assets
      to be transferred by Party A to Party B shall be the assets, liabilities
      and future businesses identified by both Parties, including houses and
      buildings, equipment, current accounts, and so forth. The specific scope
      thereof shall be as stipulated in the itemized list of
      objects.

            


    

    


    ARTICLE
2    CONSIDERATION

    


    It is
agreed by both Parties that the total price for the objects to be transferred
from Party A to Party B shall be determined on the basis of the price negotiated
by both Parties, namely RMB 29,516,880.54 (tax included).

    


    For fixed
assets such as houses, buildings and equipment, the base price shall be the
price quoted by Party A for the time being. It is agreed by both Parties to
employ an evaluation institution with relevant qualification to evaluate the
assets and issue an evaluation report prior to September 31, 2009. If the
absolute value of difference between the evaluated price and the base price is
more than 10%, the consideration for the transfer of assets shall be separately
negotiated and agreed by both Parties.

    


    ARTICLE
3     DATE OF TRANSACTION OF TRANSFER

    


    It is
agreed by both Parties that the transaction date for the transfer of objects by
Party A to Party B shall be July 1, 2009.

    


    ARTICLE
4    METHOD AND TERM OF PAYMENT

    


    
      	
              1.  

            	
              Party
      B shall, prior to December 31, 2011, pay in currency fund the
      consideration listed in Article 2 in
  installment.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.  

            	
              Party
      B is not obligated to pay the interests relating to the payment, nor shall
      it be obligated to provide any surety such as security and
      mortgage.

            


    

    


    ARTICLE
5    DELIVERY OF TRANSFERRED ASSETS

    


    
      	
              1.  

            	
              Party
      A shall, within ten (10) days as of the date when this Agreement become
      effective, deliver the objects to be transferred hereunder. Both Parties
      shall go through relevant formalities for the
  takeover.

            


    

    


    
      	
              2.  

            	
              Both
      Parties shall jointly coordinate with Party A’s creditors and debtors and
      transfer the debts and credits stipulated in the list of objects under
      Party B’s name.

            


    

    


    ARTICLE
6    UNDERTAKINGS AND WARRANTS

    


    
      	
              1.  

            	
              Contents
      of both Parties’ statements and preface shall be true, accurate and
      non-misleading;

            


    

    


    
      	
              2.  

            	
              Till
      the date of this Agreement, there is not any mortgage, pledge, lien,
      guarantee and any other third party right on Party A’s assets to be
      transferred hereunder; any contingent liability relating to the objects to
      be transferred hereunder after the date of this Agreement shall be assumed
      by Party A.

            


    

    


    
      	
              3.  

            	
              From
      the date when the assets under Article 4 hereof are delivered, titles and
      risks of the objects transferred hereunder shall be transferred to Party
      B.

            


    

    


    
      	
              4.  

            	
              When
      necessary, both Parties shall conclude all documents and take all measures
      to make the assets transfer under this Agreement effective in the sense of
      law.

            


    

    


    
      	
              5.  

            	
              Party
      A shall not engage in any business related to or competitive to Party A’s
      current business.

            


    

    


    ARTICLE
7    REGISTRATION FOR OWNERSHIP TRANSFER

    


    Party B
shall be responsible for going through procedures for the registration for
transfer of ownership of the transferred assets and Party A shall provide
necessary assistance and issue relevant formalities.

    


    ARTICLE
8    TAXES AND DUTIES

    


    
      	
              1.  

            	
              Party
      A shall pay all the unpaid taxes and duties incurred prior to the date of
      transaction of transfer.

            


    

    


    
      	
              2.  

            	
              Relevant
      taxes and duties resulting from the transfer, including ownership transfer
      registration fees, deed tax and stamp duty shall be assumed by both
      Parties in accordance with pertinent
laws.

            


    

    


    ARTICLE
9    LIABILITY FOR BREACH OF CONTRACT

    


    
      	
              1.  

            	
              In
      case that Party A fails to deliver the assets to Party B within the time
      stipulated in this Agreement, Party A shall pay Party B liquidated damages
      equivalent to 0.05% of the value of the undelivered assets for each day
      overdue. If it is more than three (3) month overdue, Party B shall be
      entitled to discharge this Agreement and Party A shall return to Party B
      the transfer price already paid by Party
B;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              In
      case that Party B fails to make payment within the time stipulated in
      Article 4 hereof, Party B shall pay Party A liquidated damages equivalent
      to 0.05% of the overdue amount for each day overdue. If it is more than
      three (3) month overdue, Party A shall be entitled to discharge this
      Agreement.

            


    

    


    
      	
              3.  

            	
              In
      case of any loss suffered by one Party due to the other Party’s breach of
      contract, the defaulting Party shall indemnify the other
      Party.

            


    

    


    ARTICLE
10  EFFECTUATION OF THE AGREEMENT

    


    This
Agreement shall become effective upon the signatures and seals of duly
authorized representatives of both Parties.

    


    ARTICLE
11  MODIFICATION OF THE AGREEMENT

    


    In case
of modification to any provision of the Agreement or separate conclusion of
supplementary contract, relevant rules shall be observed by both
Parties.

    


    ARTICLE
12  MISCELLANEOUS

    


    
      	
              1.  

            	
              Upon
      the transfer of assets, Party B shall make proper arrangement for the
      workers and staff previously employed by Party
  A.

            


    

    


    
      	
              2.  

            	
              Anything
      uncovered in this Agreement shall be solved through consultation by both
      Parties. If there is no agreement reached through consultation, either
      Party may bring a lawsuit to the competent
  court.

            


    

    


    
      	
              3.  

            	
              This
      Agreement is in duplicate, with each Party holding one (1)
      copy.

            


    

    


    
      	
              4.  

            	
              The
      annex hereto shall be an integral part of this Agreement and shall have
      the same legal effect as the original copy of this
    Agreement.

            


    

    


    Annex: Itemized List of
Objects to be Transferred

    


    Party
A:

    Authorized
Representative:

    


    Party
B:

    Authorized
Representative:

    


    Date:
June 10, 2009

     

     

     

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