Filed by Automated Filing Services Inc. (604) 609-0244 - Sterling Group Ventures, Inc. - Exhibit 10.1





 Exhibit 10.1 

 JV agreement between 

  Makaelo Limited 

  And Aifeng Li 


Regarding Exploration and Development of Donggou and Xiaoxigou Copper Property in Inner Mongolia 

 Party A:   Aifeng Li 

  Party B:   Makaelo Limited 


Whereas: 

	 A:      	 Aifeng Li holds two exploration permits in Donggou
        and Xiaoxigou property of Inner Mongolia, and has the legal authority
        to sign this agreement. 

	 
	 B:      	 Makaelo Limited is a subsidiary company of Sterling
        Group Ventures, Inc. , which is a United State public company and registered
        at Nevada of United States, and has the legal authority to sign this agreement.
      



 Based on mutual benefits for both parties and through friendly
  negotiation, Party A and Party B have reached the following agreement for the
  joint venture exploration and development of Donggou and Xiaoxigou copper property
  within the range of exploration licenses held by Aifeng Li. 

	 1.      	 Both Parties agree to set up a cooperative
        joint venture company in Inner Mongolia, China in accordance with the
        Sino-foreign joint venture enterprise law and other related Chinese laws
        and regulations, to explore and develop in the area of Donggou and Xiaoxigou
        copper property (the "cooperative Company"). The exploration licenses
        of Donggou and Xiaoxigou copper property covers about 52 square km (the
        “cooperative area”). 

	 
	 2.      	 Cooperative conditions and rights of both
        parties: 

	 
	 	 2.1      	 In first stage (exploration stage), Party A provides
        all exploration licenses in the cooperative area, achievements and all
        geological data, and Party B provides exploration cost. 

	 
	 	 2.2      	 Party B shall provide 5.2 million RMB Yuan as an
        exploration expenditure within three years in installments (The first
        year commitment is not less than 2 million RMB Yuan). The exploration
        will be divided into several stages. The minimum exploration expenditure
        for each stage shall be determined based on the exploration design for
        this area by both parties. 

	 
	 	 2.3      	 If Party B elects to terminate the project during
        exploration period, Party B shall not have any rights of the project.
        The exploration licenses shall be returned to Party A 

	 






	 	 	 
	 	 	 without any conditions. At same time, Party A shall
        have right to obtain the achievement of the exploration and all original
        documents or the copy of all original documents. 

	 	 	 
	 	 2.4      	 Party A uses its exploration licenses and geological
        information as its contributions in the cooperative company. The value
        that Party A contributes is 4.8 million Chinese Yuan. The ownership of
        Party A in the cooperative company is 48%. Party B shall provide 5.2 million
        Chinese Yuan to earn 52% of the interest in the cooperative company. In
        the second stage (development stage or continuing exploration stage),
        contributions to fund the exploration and development of the Project will
        be made pro rata. The interest of Party A will be diluted to not less
        than 10% if it elects not to make cash contributions. 

	 
	 3.      	 Liabilities of both parties 
	 
	 	 3.1      	 Party A guarantees no dispute of the exploration
        licenses in the cooperative area. 

	 
	 	 3.2      	 Party A shall be in charge of coordination of Inner
        Mongolia local relations and protect the interest of the cooperative company.
      

	 
	 	 3.3      	 Party A shall provide all necessary geological data
        to Party B. Party B shall keep confidential all received information except
        those requested by the regulatory authorities (government and SEC authorities)
        to be disclosed to the public and shall be fully responsible for the damage
        caused by leaking of the information. 

	 
	 	 3.4      	 Party B shall provide exploration costs according
        to the schedule, the costs shall be accounted into the cooperative company
        as early contributions of Party B. 

	 
	 4.      	 Cooperative company and board of directors 
	 
	 	 4.1      	 Party B will set up Cooperative company with Party
        A. Cooperative company shall be registered in Inner Mongolia of China.
      

	 
	 	 4.2      	 The Board of Directors of the cooperative company
        shall consist of 5 members. Three members shall be appointed by Party
        B and two members shall be appointed by Party A. The chairman shall be
        appointed by Party B and vice chairman shall be appointed by Party A.
      

	 
	 	 4.3      	 General manager and vice general manager shall be
        appointed by the Board of Directors. The director can be general manager
        if the Board of Directors agrees. 

	 
	 	 	 General manager shall be in charge of daily operation
        of the cooperative company. 

	 
	 5.      	 Right of first refusal 
	 









	 	 Should either Party (a “Vending Party”)
        elect to sell, transfer, or otherwise dispose of all or any portion of
        its interest in the Cooperative Company, it must first offer such interest
        (the “Offered Interest”) to the other Party (“Other
        Party”). The Other Party must reply to the Vending Party within
        30 days after receipt of the offer. If the Other Party does not intend
        to increase its interest in the Cooperative Company, the Vending Party
        may transfer its Offered Interest within 90 days to a third party but
        the terms and conditions shall not be more favorable than the offer to
        the Other Party. Should the Vending Party be unable to transfer its Offered
        Interest in the Cooperative Company within 90 days and alter terms and
        conditions of transferring, the Vending Party must again comply with the
        above provision and offer it again to the Other Party. 

	 
	 6.      	 The cooperative period of the cooperative company
        shall be 30 years. Through consultation of both parties and upon approval
        of China related management authorities, the cooperative period can be
        extended. 

	 
	 7.      	 Considering that Party B is listed at NASD OTC Bulletin
        Board, this agreement is subject to the approval of Party B’s Board
        of Directors and SEC. 

	 
	 8.      	 After signing this agreement, both parties agree
        to sign the geophysical exploration working contract with Geology and
        Earth Physics of China Academy of Science for the cooperative area before
        March 12, 2005. 

	 
	 9.      	 The agreement has been signed by both parties on
        March 2, 2005. There are four copies of the agreement. Each party keeps
        two copies. Both parties agree that the agreement can be amended through
        fax. 

	 


	
Party A: 
		 Aifeng Li  
	
Address: 
		 Anyang, Henan Province of China  
	
Tel: 
		  0372-3957614  
	
Fax: 
		 0372-3937614  
	
Cel: 
		 136-0372-3209  
	
Email: 
		 fuhuakuangye@yahoo.com.cn  


 Representative: /s/ Aifeng Li 

  Date: March 2, 2005 

	 Party B:  	 Makaelo Limited  
	 Address:  	 Suite 900 – 789 West Pender Street, Vancouver, BC, Canada
      V6C 1H2  
	 Tel:  	 604-893-8891  
	 Fax:  	 604-405-8515  
	 Cel:  	 139-1091-6496  
	 Email:  	 richardshao@163.com  


 Representative: /s/ Xuxin Shao 

  Date: March 2, 2005 

Appendix: 

Exploration permits:
	 1)      	 1500000411738; 31.05 km2 expiration date: November 19, 2005 
	 2)      	 1500000411739; 21.72 km2 expiration date: November 19, 2005