Exhibit 10.4 





Contract NO. HXD20080901 










Asset Purchase Contract 



Between 



Harbin Xinda
Macromolecule Material Co., Ltd. 



And 



Harbin Xinda High-tech
Co., Ltd. 








     



September
20th, 2008 



     



















Table of Contents 



			
			
			
	ARTICLE 1	 	 	SALE OF ASSETS	 	 	 	1	 
	ARTICLE 2	 	 	TRANSFER AND REGISTRATION OF TITLE CHANGE	 	 	 	1	 
	ARTICLE 3	 	 	ARTICLE 3 PURCHASE PRICE AND PAYMENT	 	 	 	2	 
	ARTICLE 4	 	 	TAXES AND OTHER EXPENSES	 	 	 	3	 
	ARTICLE 5	 	 	ARTICLE 5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF SELLER	 	 	 	3	 
	ARTICLE6	 	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF PURCHASER	 	 	 	4	 
	ARTICLE 7	 	 	BREACH OF PURCHASER	 	 	 	5	 
	ARTICLE 8	 	 	BREACH OF SELLER	 	 	 	5	 
	ARTICLE 9	 	 	INDEMNITIES	 	 	 	6	 
	ARTICLE 10	 	 	NOTICE	 	 	 	6	 
	ARTICLE 11	 	 	TERMINATION	 	 	 	7	 
	ARTICLE 12	 	 	GOVERNING LAW AND DISPUTE RESOLUTION	 	 	 	7	 
	ARTICLE 13	 	 	FORCE MAJEURE	 	 	 	8	 
	ARTICLE 14	 	 	MISCELLANEOUS	 	 	 	9	 






Appendix A  ASSETS LIST (See
Attachment) 
Appendix B REPORT OF ASSETS APPRAISAL (See Attachment) 
Appendix C COMMITMENT
LETTER 















        The
Asset Purchase Contract (this “Contract”) is entered into as of September 20th,
2008 by the following parties in Harbin, Heilongjiang Province, China. 



(1)        Harbin
Xinda Macromolecule Material Co., Ltd.(hereinafter called “Purchaser”), a
business entity incorporated under the laws of the People’s Republic of China(“China”),
was registered in No.9, QinLing Road, Yingbin Road Centralized District, Harbin
Development Zone, Heilongjiang Province, China; and  



(2)                  Harbin
Xinda High-tech Co., Ltd.(hereinafter called “Seller”), a           business
entity incorporated under the laws of the People’s Republic of           China(“China”),
was registered in No.9, Dalian North Road, Haping Road           Centralized District ,
Harbin Development Zone, Heilongjiang Province, China  



        Purchaser
and Seller here are called “party” respectively and, collectively the
“parties” in the Contract. Both parties agree to the following agreements under
negotiation. 



ARTICLE 1 



SALE OF ASSETS 



        1.1
      The parties agree to: the purchaser purchases plants, lands, equipments and subsidiary
construction and facilities listed in Appendix A (hereinafter called “assets”)
from the seller. Appendix A should be the acceptance basis of seller’s transferring
assets to purchaser.  




        1.2
      The assets appraisal prices are detailed in Appendix B. Appendix B is the basis of
determining the price by parties.  




ARTICLE 2 



TRANSFER AND
REGISTRATION OF TITLE CHANGE 



1 













        2.1
      
The Seller should start transferring assets to purchaser on the date of this contract.
All equipments and subsidiary construction and facilities in the plant listed in Appendix
A should be checked, inspected and transferred; the transfer of plant listed in Appendix
A should be based on transferring of the keys.  




        2.2
      Any custodial responsibilities and losses of the transferred assets shall be transferred
to purchaser as of the date of transferring; meanwhile, any right of managing, using,
disposal and earning of the transferred assets shall be transferred to purchaser as of
the date of transferring.  




        2.3
           The parties agree to: 




        
      
      2.3.1      
For the part of assets that are required not to be registered in title change, the
transferring date of ownership should be the actual date of transferring.  




        
      
      2.3.2      
For the part of assets that are required to be registered in title change, the change
date of ownership should be assured under relevant laws. Any party has obligations to
assist the other to conduct the registration formalities of changing the title, include,
but not limited to, signing the individual transaction file in connect with this contract
and conducting relevant formalities(hereinafter called “obligations of mutual
assistance “)  




ARTICLE 3 



ARTICLE 3 PURCHASE
PRICE AND PAYMENT 



        3.1      
Based on the reference of Report of Assets Appraisal (detailed in Appendix B), the
parties agree to confirm the assets price under this contract which is 240 million RMB.
Purchaser should pay the assets price to seller according to this contract.  




        3.2      
     The date and amount of purchaser's payment to seller are as follows: 




	 	
1  50 million RMB to be paid before Dec.31st, 2008 
2   190 million RMB to be paid before
Sep.30th, 2009  








2 












ARTICLE 4 



TAXES AND OTHER
EXPENSES 



        Purchaser
and seller should bear any expenses with respect to the negotiation, drafting, signing and
fulfilling of this contract. The taxes generated by this contract should be paid by
taxpayer set forth in laws. 



ARTICLE 5 



ARTICLE 5
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF SELLER 



        The
seller acknowledges that, the purchaser shall sign this contract based on the truth of
following representations and warranties by seller. The seller’s representations,
warranties and undertakings to purchaser are as follows: 



		    (a)        The
seller has all rights and authorization of signing, conducting and
               delivering of this contract and carrying out the proposed transactions in
this                contract, and the seller is incorporated or formed formally in
accordance to                applicable local laws.  







		    (b)        After
singed and delivered this contract, the seller must fulfill all proposed
               transactions in this contract, and takes all necessary corporate or other
               actions to get the formal approval and authorization.  







		    (c)        If
the purchaser authorizes, signs and delivers this contract formally, it
               constitutes legal, effective and binding obligations to seller and can be
               conducted forcibly according to the rules of this contract unless this
clauses                are limited by the laws of bankruptcy, insolvency, restructuring,
deferred                payment and similar laws that affect the right of creditor; and  







		    (d)        The
seller’s signing, delivery and fulfillment of this contract and the
               completion of proposed transaction in this contract will not violate the
rules                of the seller’s organization and the corporate governing; or
violate any                laws, regulations, contracts and judgments that have binding
obligations to the                seller.  







3 













		    (e)        The
seller promises that it will not engage in the business that will compete
               with purchaser as of the date of signing this contract.  







		    (f)        The
seller will bear all interests, repayments of credit, equipment debts and
               project payments raised during the period of this contract.  







ARTICLE 6 



REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS OF PURCHASER 



        The
purchaser acknowledges that, the seller shall sign this contract prior to the truth of the
following representations and warranties by purchaser. The purchaser’s
representations, warranties and undertakings to purchaser are as follows: 



		    (a)        The
purchaser has all rights and authorization of signing, conducting and
               delivering of this contract and carrying out the proposed transactions in
this                contract, and the purchaser is incorporated or formed formally in
accordance to                applicable local laws.  







		    (b)        After
signed and delivered this contract, the purchaser must conduct all
               proposed transactions stated in this contract, and take all necessary
corporate                or other behaviors to get the formal approval and authorization.  







		    (c)        If
the seller authorizes, signs and delivers this contract formally, it
               constitutes legal, effective and binding obligations to purchaser and can
be                conducted forcibly according to the rules of this contract unless this
clauses                are limited by the laws of bankruptcy, insolvency, restructuring,
deferred                payment and similar laws that affect the right of creditor; and  







4 













		    (d)        The
purchaser’s signing, delivery and fulfillment of this contract and the
               completion of proposed transaction in this contract will not violate the
rules                of the party’s organization and the corporate governing; or
violate any                laws, regulations, contracts and judgments that have binding
obligations to the                party.  







		    (e)        If
the purchaser can not make the payment under the term of payment, the
               purchaser will bear all interests, repayments of credit, equipment debts
and                project payments of seller.  







ARTICLE 7 



BREACH OF PURCHASER 



        If
purchaser has the following actions without prior writing consent of seller, the purchaser
should make compensations to seller in order to indemnify the seller from damages. 



		    (a)        If
the purchaser defaults in payment exceeding 30 days, the purchaser should
               bear all interest costs occurred after the maturity date of payment.  







		    (b)        Failing
to discharge or fulfill proper mutual assistance obligation.  







ARTICLE 8 



BREACH OF SELLER 



        If
the seller has following actions, the seller should make compensations to purchaser in
order to indemnify the purchaser from damages: 



		    (a)        Failing
to transfer assets to purchaser in time exceeding 30 days, and failing                to
transfer in time after the purchaser’s reasonable demanding.  







		    (b)        Failing
to discharge or fulfill proper mutual assistance obligation.  







5 













ARTICLE 9 



INDEMNITIES 



        If
any representations, warranties or undertakings of any party in this contract or relevant
document delivered according to this contract are inaccurate, or any violation of the
representation, warranties and undertakings bring about any claim of right, damages,
indemnity, expense and cost (including reasonable legal fee, attorney fee and expense),
the party (“the indemnifying Party”) should make compensation to the other party
in order to indemnify it from damages. 



ARTICLE 10 



NOTICE 



		    
10.1        Notice  







        All
notices, requests, demands, permission and other communications (“Notices”)
shall be delivered to the other party by hand delivery, or mail, or facsimile
transmission, addressed as set forth on the first page of this agreement as well as the
other address or facsimile which have been given by each party. Such notices shall be in
compliance with this provision. 



		    10.2        Delivery  







        Any
notices shall be deemed to have been delivered under the following circumstance: 



		    (a)                     Such
notices shall be deemed upon delivered by hand delivery or express shipping
          company  







		    (b)                     Or,
upon the third day following receipt of registered mail or certified mail           with
postage prepaid.  







6 













		    (c)            Or,
upon the date when delivered by facsimile (the sender shall hold the
               transmission confirmation report which shows the content, recipient’s
               number, transmission page and date.)  







ARTICLE 11 



TERMINATION 



        11.1
       
Termination  




        This
Agreement shall be terminated upon the date when fully executed except additional
information under this Agreement. 



        11.2
       
Contingent  




        If
terminated under this provision, this Agreement shall be no effective. However, both
parties shall be under the binding of provision 10.1, 10.2, 12.1, 12.2 and this provision.
No provisions shall be deemed to release any liabilities against any party of breach of
this Agreement prior to the date of termination. 



ARTICLE 12 



GOVERNING LAW AND
DISPUTE RESOLUTION 



        12.1
       Governing Law  




        The
signing, effectiveness, explanation, execution and dispute resolution of this Agreement
shall be governed by and construed in accordance with Chinese Law. 



7 













        12.2       
Dispute Resolution  




        Any
dispute, disagreement or claim caused by this Agreement or relevance to this Agreement, or
execution, explanation, breach or effectiveness, or relevant to all above, shall be
resolved by friendly negotiation. Negotiation shall start when delivery the requirement of
such negotiation in writing, which requires to note the nature of dispute. If the dispute
will not be resolved within 30 days after the said date of notice, the dispute shall bring
to litigation following by the notice from one party to another party. 



        12.3
       Litigation  




        Litigation
shall be raised and be accepted by the Intermediate People’s Court of Harbin City. 



        12.4
       Property Preservation  




        In
order to protect the right of both parities and provide solution, any party has the right
to ask for property preservation before the final award by the court in accordance with
law. During the period of dispute resolution, both parties shall continue performing other
provision of this Agreement except dispute matter. 



ARTICLE 13 



FORCE MAJEURE 



        As
the incidents that the blocked side can’t forecast and prevent or avoid it from
occurring, such as earthquakes, typhoons, floods (but except for the negligence or
intentional fires caused by either party of this agreement , employees or guests), fire
emergency (but except for the negligence or intentional fires caused by either party of
this agreement , employees or guests) and other natural disasters, wars, riots and similar
military actions, civil commotion, as well as strikes, sabotage, epidemic and the embargo
, expropriation, injunction or other restrictions and actions of the government (
“force majeure”), are directly to cause that either party can not fulfill the
obligations in whole or in part under the agreement (“blocked party”), as long
as meeting all the following situations, the blocked side should be regarded as not in
breach of the contract. 



8 













          	 	(a) 	
               If the blocked side encounters the work stoppage, obstacles or delays due to the
               force majeure as a direct result of the incident when it carries out the
               obligations of the contract ; and: 


               



          	 	(b) 	
               When force majeure takes place, the blocked side has noticed the other side, and
               provided the written materials concerning it within 30 days after the force
               majeure takes place, which includes specifications of stating delays in
               performances or the parts about the reason to fulfill this agreement. 


               



ARTICLE 14 



MISCELLANEOUS 



        14.1
       Abstention  




        As
any of the parties waives the right of this agreement, it must sign up a written document
as the proof. The right, power or remedy of any party under delay or failure to exercise
this agreement should not be regarded as abstention. Exercising the right, power or remedy
under the part of this agreement should not rule out further exercise of such rights,
powers or remedies or the exercise of other rights, powers or remedies. Without limiting
the provisions above, if one party waives to investigate the other party’s breach to
the provisions of this agreement, it should not be viewed as its giving up investigating
the breach of this provision or any other provision in the further. 



9 













        14.2
           No transferring or subletting 




        This
contrast shall be binding upon and inure to the benefit of the parties hereto, their
successors and assigns. Without the prior written agreement of the other side, either
party may not transfer its present rights and obligations under the agreement. 



        14.3
       Entire Agreement  




        The
entire undertakings and agreements that have reached by both sides about the main issues
are used to replace the agreements and understandings that were reached by both sides
about the main issues of this agreement before. 



        14.4
       Remedy  




          	 	(a) 	
               Both parties confirm that the damages may not be sufficient to compensate for
               the breach of agreement loss. Each party has the right to prohibit the violation
               of this agreement, the enforcement of agreement terms and provisions of the
               injunction or other relief. 


               



          	 	(b) 	
               The rights of each party under the agreement belong to the accumulative rights;
               any party can own all other rights or the rights after remedies according to the
               law. 


               



        14.5
           Not constituting an employment or partnership 





        Without
any regulation under this agreement should be constituted or be deemed as constitute
Employer-employee relationship or partnership. 



10 













        14.6
       Divisibility  




        Any
or each of the obligations should be treated as the independent obligation under this
agreement and any or more obligation in whole or in part will be enforced separately when
it can’t be enforced. If any or more terms of this agreement can’t be enforced,
it should be deleted from the agreement, but any of the deletions will not affect other
enforcement without deletion under this agreement. 



        14.7
       Leasing Agreement  




        The
same month as the agreement being signed is the termination month of leasing agreement,
the purchaser will never pay the rent since October, 2008. The original leasing agreement
is abolished. 



        14.8
       Undertaking  




        In
order to avoid the horizontal competition that may arise between Harbin Xinda
Macromolecule Material Co., Ltd. and maintain the benefits of all shareholders in the
company to keep long-term and stable development of the enterprise, the seller makes
commitment in the form of a commitment letter which is detailed in Appendix C. 



        14.9
       Amendment  




        The
contract can be amended, modified and supplemented only if the both parties sign the
written agreement upon the contract. 



        [The
remainder of this page intentionally left blank] 



11 















IN WITNESS WHEREOF, the parties
hereto have executed this contract as of the date and year first above written. 




SELLER: HARBIN XINDA HIGH- TECH CO.,
LTD. 



By: _______________ 




Date:________________ 



PURCHASER: HARBIN XINDA
MACROMOLECULE MATERIAL CO., LTD. 



By: __________________ 




Date:___________________ 



















Appendix A ASSETS LIST (See
Attachment) 
Appendix B REPORT OF ASSETS APPRAISAL (See Attachment) 
Appendix C COMMITMENT
LETTER 



Commitment Letter 



In order to avoid the horizontal
competition that may arise between Harbin Xinda Macromolecule Material Co., Ltd., Our
Company swears in the form of Commitment Letter, as follows: 



Our company guarantees that we will
never engage in competitive business activities or pose a competitive threat to the
primary business of HARBIN XINDA MACROMOLECULE MATERIAL CO., LTD. directly, indirectly or
any other way inside or outside China. 




	 	
HARBIN
XINDA HIGH-TECH CO., LTD.








	 	
By







	 	
September 20,
2008