ex104


    Academic
      Regalia

    Purchase
      And Rental Agreement

    


    


    Between:

    Amerasia
      Khan Enterprises Ltd.

    Incorporated
      in 2004 in the State of Nevada, USA

    180
      Sussex Place,

    Carson
      City, Nevada USA 89703

    (hereinafter
      referred to as “Amerasia”)

    


    And:

    The
      Artona Group Inc. (“Artona”)

    Incorporated
      in British Columbia, Canada

    353
      West 7th
      Avenue

    Vancouver,
      BC, V5Y 1M2

    (hereinafter
      referred to as “Artona”)

    


    Whereas:

    


    Amerasia
      is a supplier of academic regalia for convocation and Artona is a private
      photography studio with its operation in Vancouver, BC, Canada. Both Parties
      has
      an Agreement signed May 31st
      2004 and
      an Addendum signed June 15th
      2004,
      for the marketing of the academic regalia. This initial marketing campaign
      has
      proven a success and both parties agree to go further for the marketing of
      such
      products. 

    


    Both
      parties are desirous of entering into this Agreement, to supersede the May
      31
      2004 Agreement and June 15 2004 Addendum, for the marketing of Amerasia’s
      academic regalia products in the North American market place.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as
      follows:

    


    	1.  	
            Artona
              places an order of 1,500 regalia from Amerasia on the signing of this
              Agreement.

          


    	2.  	
            Amerasia
              will delivery the said order no later than March 31,
              2006.

          


    	3.  	
            All
              of the 1,500 gowns ordered are in black color inclusive of cap, tassel
              and
              year date in gold for 2006.

          


    	4.  	
            The
              cost of the order is set at USD$29.50 per regalia delivered, inclusive
              of
              gown, cap, tassel and year date. This cost will be the base for either
              “Purchase” or “Rental” decided in a later
              date.

          


    	5.  	
            Artona
              will purchase or rent no less than 6,000 units of regalia exclusively
              from
              Amerasia over the next four years from Amerasia. The base price will
              be
              decided at time of order.

          


    	6.  	
            For
              the purpose of calculating the sharing of the rental profits, both
              Parties
              agree as follows:

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	a.  	
              For
                rental in British Columbia, both companies will share profits of
                50% each
                after direct costs.

            


    

    	b.  	
            All
              other area outside of British Columbia, 60% profits to Amerasia and
              40%
              profits to Artona after direct costs. 

          


    	7.  	
            Artona
              agrees to provide advisory support and assistance in identifying other
              similar photography studios in North America for the marketing of Amerasia
              products.

          


    	8.  	
            Both
              Parties shall have the rights to terminate this Agreement upon mutual
              agreement. In such event, a written noticed shall be delivered to the
              other party no less than 60 days of such
              cancellation.

          


     

    Whereas
      both Parties agree further to the terms and conditions as follows:

     

    Indemnity
      And Limitation of Liability:  

     

        Artona
      hereby indemnifies, holds harmless and defends Amerasia its Board of Directors,
      officers, and agents against any and all claims (including all legal fees and
      disbursements incurred in association therewith) arising out of the exercise
      of
      any rights under this Agreement including, without limiting the generality
      of
      the foregoing, against any damages or losses, consequential or otherwise,
      arising from or out of the use of Amerasia’s Products produce under this
      Agreement by Artona or their customers or end-users howsoever the same may
      arise. 

     

        Amerasia's
      total liability, whether under the express or implied terms of this Agreement,
      in tort (including negligence), or at common law, for any loss or damage
      suffered by Artona, whether direct, indirect or special, or any other similar
      or
      like damage that may arise or does arise from any breaches of this Agreement
      by
      Amerasia and its Directors, Officers or agents, shall be limited to the amount
      of the cost of the products. 

     

        In
      no event shall Amerasia be liable for consequential or incidental damages
      arising from any breach or breaches of this Agreement. 

     

        No
      action, whether in contract or tort (including negligence), or otherwise arising
      out of or in connection with this Agreement, may be brought by Artona more
      than
      six months after the cause of action has occurred. 

     

    Publication
      And Confidentiality:

     

    Accounting
      Records:

     

    Artona
      shall maintain at its principal place of business, or such other place as may
      be
      most convenient, separate accounts and records of all Revenues deprives from
      the
      rental of the products, such accounts and records to be in sufficient detail
      to
      enable proper returns to be made under this Agreement.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Artona
      shall deliver to Amerasia on the date 60 days after each and every year,
      together with the shared revenue payable thereunder, the Accounting and a report
      on all rental sales of the products.

     

    The
      calculation of shared revenue shall be carried out in accordance with generally
      accepted U.S. and Canadian accounting principles ("GAAP"),
      or
      the standards and principles adopted by the U.S. Financial Accounting Standards
      Board ("FASB")
      applied on a consistent basis. 

     

    During
      the term of this Agreement, and thereafter, Amerasia shall use reasonable
      efforts to ensure that all information provided to Amerasia or its
      representatives pursuant to this Article remains confidential and is
      treated as such by Amerasia. 

     

    Governing
      Law And Arbitration:

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of British Columbia and the laws of Canada in force therein without
      regard to its conflict of law rules. All parties agree that by executing this
      Agreement they have attorned to the jurisdiction of the Supreme Court of British
      Columbia. The British Columbia Supreme Court shall have exclusive jurisdiction
      over this Agreement. 

     

    In
      the
      event of any dispute arising between the parties concerning this Agreement,
      its
      enforceability or the interpretation thereof, the same shall be settled by
      a
      single arbitrator appointed pursuant to the provisions of the Commercial
      Arbitration Act
      of
      British Columbia, or any successor legislation then in force. The place of
      arbitration shall be Vancouver, British Columbia. The language to be used in
      the
      arbitration proceedings shall be English. 

     

    Notices:

     

    All
      payments, reports and notices or other documents that any of the parties hereto
      are required or may desire to deliver to any other party hereto may be delivered
      only by personal delivery or by registered or certified mail, telex or fax,
      all
      postage and other charges prepaid, at the address for such party set forth
      below
      or at such other address as any party may hereinafter designate in writing
      to
      the others. Any notice personally delivered or sent by telex or fax shall be
      deemed to have been given or received at the time of delivery, telexing or
      faxing. Any notice mailed as aforesaid shall be deemed to have been received
      on
      the expiration of five days after it is posted, provided that if there shall
      be
      at the time of mailing or between the time of mailing and the actual receipt
      of
      the notice a mail strike, slow down or labour dispute which might affect the
      delivery of the notice by the mails, then the notice shall only be effected
      if
      actually received. 

     

    
      	
              If
                Artona:

            	
               

            	
              M.K.
                Rak

              353
                West 7th
                Avenue,

              Vancouver,
                British Columbia, Canada V5Y 1M2

              Telephone:
                (604) 872-7272

              Fax:      
                (604) 872-7273

            


       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      
        	
                 

                If
                  Amerasia:

              	
                 

                 

              	
                 

                David
                  Ho

                353
                  West 7th
                  Avenue,

                Vancouver,
                  British Columbia, Canada V5Y 1M2

                Telephone:
                  (604) 723-6877

                Fax:      
                  (604) 739-9782

              


      

    

     

    Term:

     

    This
      Agreement hereunder shall terminate on the expiration of a term of 4 years
      from the Date of signing, unless earlier terminated is mutually agreed between
      the two parties. 

     

    General:

     

        Artona
      shall permit any duly authorized representative of Amerasia, during normal
      business hours and at Amerasia's sole risk and expense, to enter upon and into
      any premises of Artona for the purpose of inspecting the Products. 

     

        Nothing
      contained herein shall be deemed or construed to create between the parties
      hereto a partnership or joint venture. No party shall have the authority to
      act
      on behalf of any other party, or to commit any other party in any manner or
      cause whatsoever or to use any other party's name in any way not specifically
      authorized by this Agreement. No party shall be liable for any act, omission,
      representation, obligation or debt of any other party, even if informed of
      such
      act, omission, representation, obligation or debt. 

     

        Subject
      to the limitations hereinbefore expressed, this Agreement shall enure to the
      benefit of and be binding upon the parties and their respective successors
      and
      permitted assigns. 

     

        No
      condoning, excusing or overlooking by any party of any default, breach or
      non-observance by any other party at any time or times in respect of any
      covenants, provisos or conditions of this Agreement shall operate as a waiver
      of
      such party's rights under this Agreement in respect of any continuing or
      subsequent default, breach or non-observance, so as to defeat in any way the
      rights of such party in respect of any such continuing or subsequent default
      or
      breach, and no waiver shall be inferred from or implied by anything done or
      omitted by such party, save only an express waiver in writing. 

     

        No
      exercise of a specific right or remedy by any party precludes it from or
      prejudices it in exercising another right or pursuing another remedy or
      maintaining an action to which it may otherwise be entitled either at law or
      in
      equity. 

     

        Marginal
      headings as used in this Agreement are for the convenience of reference only
      and
      do not form a part of this Agreement and are not be used in the
      interpretation hereof. 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

        The
      terms and provisions, covenants and conditions contained in this Agreement
      which
      by the terms hereof require their performance by the parties hereto after the
      expiration or termination of this Agreement shall be and remain in force
      notwithstanding such expiration or other termination of this Agreement for
      any
      reason whatsoever. 

     

        If
      any Article, part, section, clause, paragraph or subparagraph of this Agreement
      shall be held to be indefinite, invalid, illegal or otherwise voidable or
      unenforceable, the entire Agreement shall not fail on account thereof, and
      the
      balance of this Agreement shall continue in full force and effect. 

     

        This
      Agreement sets forth the entire understanding between the parties and no
      modifications hereof shall be binding unless executed in writing by the parties
      hereto. 

     

        Time
      shall be of the essence of this Agreement. 

     

        Whenever
      the singular or masculine or neuter is used throughout this Agreement the same
      shall be construed as meaning the plural or feminine or body corporate when
      the
      context or the parties hereto may require. 

     

     

    IN
      WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on
      the
      15th day of June 2005, but effective as of the Date of Commencement.


     

    
      	
              SIGNED
                FOR AND ON BEHALF of

              AMERASIA
                KHAN ENTERPRISES LTD.

            	
              )

            
	
              by
                its duly authorized officers:

            	
              )

            
	
               

            	
              )

            
	
              /s/
                Johnny Lee

            	
              )

            
	
              Authorized
                Signatory

            	
              )

            
	
               

            	
              )

            
	
              /s/
                David Ho

            	
              )

            
	
              Authorized
                Signatory

            	
              )

            
	
               

            	
              )

            
	
              SIGNED
                FOR AND ON BEHALF of

              The
                Artona Group Inc.

            	
              )

            
	
              by
                its duly authorized officers:

            	
              )

            
	
               

            	
              )

            
	
               

            	
              )

            
	
              /s/
                

            	
              )

            
	
              Authorized
                Signatory

            	
              )

            
	
               

            	
              )

            
	
               

            	
              )