Exhibit
10.8


Trademark License Agreement


between


Lone Star Steel Company, L.P.


And


Hengyang Valin MPM Steel Tube
Co., Ltd.









 



TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
  PAGE NO.

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  GRANT OF
  LICENSES

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  OWNERSHIP OF
  MARKS

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  ROYALTY

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  QUALITY
  STANDARDS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  QUALITY
  MAINTENANCE

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  FORM OF USE

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  SETTLEMENT OF
  INFRINGEMENT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  TERM

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  TERMINATION FOR
  CAUSE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  EFFECT OF
  TERMINATION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  INDEMNIFICATION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  TAX

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  GENERAL

  	
   

  	
  9

  



 


 















 


TRADEMARK
LICENSE AGREEMENT


BETWEEN


LONE STAR
STEEL COMPANY, L.P. and


HENGYANG
VALIN MPM STEEL TUBE CO., LTD


This TRADEMARK
LICENSE AGREEMENT (this “Agreement”) is
entered into as of August 15, 2006 by and between Lone Star Steel Company,
L.P., a limited partnership organized under the laws of the state of Delaware,
with offices at 5660 N. Dallas Parkway, Suite 500, Dallas, TX 75248 (“Lone Star”) and Hengyang Valin MPM Steel Tube Co., Ltd, a
corporation organized under the laws of the People’s Republic of China, with
offices at Hengyang, Huan Province, People’s Republic of China (“Valin
MPM”).  Each of Lone Star and Valin MPM may be referred to individually as a (“Party”) or together as (the “Parties”).


WHEREAS,


1.             Star China Ltd. (“Star China”, an
Affiliate of Lone Star), Valin MPM, Hunan Valin Tube & Wire Joint
Stock Co. Ltd. (“Valin TW”) and Hengyang Valin Steel Tube Co. Ltd. (“Valin ST”) entered into a Capital Increase Agreement on August
15, 2006 (the “Capital Increase Agreement”),
and Star China, Valin TW and Valin ST entered into a Joint Venture Contract on August
15, 2006 (the “JV Contract”) (the “Capital
Increase Agreement” and the “JV Contract” are collectively referred  to as the “JV Agreements” hereinafter).


2.             According to a Sales, Marketing and Supply Agreement
entered into between Buyer (as defined therein), a joint venture between Star China and Valin TW, Lone Star Technologies, Inc.,
Valin TW and Valin MPM on the same date of this Agreement (the “Sales and Marketing Agreement”), Buyer intends to purchase
certain products from Valin MPM and Valin MPM intends to supply such
products.   In connection with the supply
of products under the Sales and Marketing Agreement, Lone Star desires to
license Valin MPM to use certain trademarks listed on Schedule A (the “Marks”).


NOW THEREFORE, Valin MPM and Lone Star hereby agree to the
following terms and conditions.


1.             DEFINITIONS
AND INTERPRETATION.


1.1.          Definitions.


Unless
the context of this Agreement otherwise requires, the following terms shall
have the meanings set forth below:


“Affiliate”
means any person which is directly or indirectly controlled by, under common



 1
 






 



control
with or controlling a Party, and its officers, directors, managers, and
employees.  The terms “controlled”, “control”
or “controlling” shall mean the ownership of more than fifty percent (50%) equity interests or the power
to appoint the majority of directors.


“Agreement”
means this Trademark License Agreement.


“Business Day” means any day on which the banking institutions in Dallas, Texas USA
and those in People’s Republic of China are generally open for business to the public, except for Saturday, Sunday
and public holidays.


“China”
means the People’s Republic of China, for the purposes of this Agreement only,
excluding Hong Kong Special Administrative Region, Macao Special Administrative
Region and Taiwan.


“Effective
Date” means the date specified in the caption of this Agreement.


“Law”
or “Laws” means the laws, regulations and enactments promulgated by various
levels of legislatures, judicial and administrative authorities that are
knowable to the public.


“Licensed
Area” means Dali New Village #10, Zhengxiang District, Hengyang, Hunan, China.


“Mark
Products” mean Products sold under or marked with all or any portion of the
Marks.


“Products”
means the goods to be sold, marketed, distributed, used or offered for sale in
North America under the Sales and Marketing Agreement whether or not actually
sold under such Sales and Marketing Agreement, including the Tubular Products
(as defined in the Sales and Marketing Agreement).


“Quality
Standards” mean the quality standards and specifications of the Mark Products
set forth in Schedule B, or as otherwise provided in writing by Lone
Star from time to time.


“Trademark
Bureau” means the Trademark Bureau under the State Administration for Industry
and Commerce.


1.2.          Interpretation.


Unless
the context of this Agreement otherwise requires, the following terms shall
have the meanings set forth below:


i.              The word “including”
shall be interpreted as “including, without limitation”;


ii.             The expression of “section(s)”,
“exhibit(s)” and “schedule(s)” mean the sections, exhibits and schedules herein
or related to this Agreement, each of which is an integral part of this
Agreement.



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iii.            Singular numbers shall
include the plural and vice versa;


iv.            A reference to any “document”
or “agreement” includes any document or agreement revised,   supplemented or restated or replaced from
time to time (and any section of such document or agreement, if applicable);
and


v.             A reference to “a Party
to this Agreement or any other document or arrangement” includes the executor,
substitutor, successor and the assignee of such Party as agreed.


2.             GRANT OF LICENSES.


2.1.          Within
the period agreed in Section 10 of this Agreement, Lone Star hereby grants, and
causes its relevant Affliates to grant, to Valin MPM a nonexclusive (subject to
the terms and conditions of the JV Contracts), nontransferable and revocable
(solely pusuant to Section 11) license:


i.              to place the Marks
on Products manufactured by Valin MPM in the Licensed Area;


ii.             to sell Mark Products
in and to the Territory (as defined in the Sales and Marketing Agreement); and


iii.            to use the Marks in
connection with services offered or rendered in connection therewith and in advertising,
promotional or other materials related thereto.


2.2.          Lone
Star agrees that Valin MPM may choose the marks to be included on Tubular
Products or any other products that Valin MPM manufactures in China and sells
in China; provided that, Valin MPM may not use Lone Star’s name or the Marks on
such Tubular Products or other products.


2.3.          Hunan Valin Steel Tube & Wire Co.,
Ltd. and Star China agree to periodically discuss and mutually agree in writing
as to the name and/or trademarks to use on Tubular Products and other products
which may be manufactured by Valin MPM for distribution and sale outside of
North American and China.


2.4.          Valin
MPM has no right to permit or
license any third party to use the Marks. 
All rights to the Marks not expressly granted herein are reserved by
Lone Star.  The licenses granted herein
do not include the right to grant sublicenses.


3.             OWNERSHIP OF
MARKS.


3.1.          Valin
MPM acknowledges the ownership of the Marks by Lone Star or its Affiliate.  Valin MPM agrees that it will do nothing
inconsistent with such ownership of Lone Star



 3
 






 



or its Affliates.  Neither Valin
MPM nor any Affiliate of Valin MPM may file any application for registration of
a trademark or service mark that is confusingly similar to the Marks in English
or in Chinese in any jurisdiction.  Valin
MPM agrees to assist Lone Star, at Lone Star’s request, in recording this
Agreement with appropriate government authorities.  Valin MPM agrees that it will not attack the
title of Lone Star to the Marks.  Valin
MPM further agrees to provide Lone Star with reasonable assistance, at Lone
Star’s request and expense, in connection with Lone Star’s efforts to register
and maintain the Marks in China and any other country in which the Marks are
registered or Lone Star has filed applications for registration.  Nothing in this Agreement shall grant Valin
MPM the exclusive rights to the Marks, or constitute a sale or transfer of the
Marks to Valin MPM.  No other rights to
use the Marks are granted to Valin MPM hereunder apart from the rights to use
the Marks that are expressly granted according to this Agreement.


3.2.          Lone
Star acknowledges that, as between the Parties, Valin MPM is the owner of all
right, title and interest in and to the marks and names “HVST” and “HVST
Seamless” (the “Valin Marks”), and no license is granted to Lone Star or
any of its Affiliates to use any of the Valin Marks.  All goodwill and improved reputation
generated by the use of the Valin Marks (either alone or as part of a composite
mark) shall inure solely to the benefit of Valin MPM.  Lone Star shall not take any action that
infringes, dilutes, tarnishes, degrades, disparages or reflects adversely on
the Valin Marks or the reputation or goodwill of Valin MPM.  Lone Star shall not make any claim or take
any action adverse to Valin MPM’s ownership of or interest in the Valin
Marks.  Without limiting the generality
of the foregoing, Lone Star shall not attempt to register any Valin Mark or any
mark confusingly similar thereto in any jurisdiction.


4.             ROYALTY.


No
royalty shall be payable by Valin MPM to Lone Star or its Affiliates for Valin
MPM’s use of the Marks.


For
the avoidance of doubt, no license other than the licenses set forth in Section
2 are granted hereunder or by course of dealing or estoppel.


5.             QUALITY STANDARDS.


Valin
MPM agrees that the nature and quality of all services rendered by Valin MPM in
connection with the Marks; all goods sold by Valin MPM under the Marks; and all
related advertising, promotional and other related uses of the Marks by Valin
MPM shall conform to or exceed the corresponding Quality Standards.  Lone Star will cooperate with Valin MPM in
designating Quality Standards that are feasible in Valin MPM’s manufacturing.



 4
 






 



6.             QUALITY
MAINTENANCE.


Valin
MPM agrees to cooperate with Lone Star, at Lone Star’s reasonable request, in
facilitating Lone Star’s appropriately monitoring the quality standards used by
Valin MPM, to permit reasonable inspection of Valin MPM’s operation with
reasonable advanced notice to Valin MPM, and to supply Lone Star with specimens
or pictures of specimens showing all uses of the Marks.  Valin MPM shall comply with all applicable
Laws and regulations and obtain all appropriate and necessary government
approvals pertaining to the sale, distribution and advertising of Mark Products
and services by Valin MPM pursuant to this Agreement; provided that Lone
Star shall reasonably cooperate with Valin MPM in connection therewith.


7.             FORM OF
USE.


Valin
MPM agrees to use the Marks according to this Agreement and any other written
agreement entered into by Parties from time to time.  Valin MPM further agrees, without Lone Star’s
prior written consent, not to use on any Products any  trademarks or service marks owned by Valin
MPM in combination with any of the Marks; provided however, that Valin MPM
shall use the following combination of marks on all Products to be sold in
North America on which it uses the Marks pursuant to this Agreement:  “Lone Star/HVST” or “Lone Star/HVST Seamless”,
as appropriate.


8.             REPRESENTATIONS
AND WARRANTIES.


8.1.          Representations
and Warranties of Lone Star.


Lone
Star represents and warrants that:


i.              it or one of its
Affiliates is the sole owner of the Marks and has the right to license Valin
MPM to use the Marks according to this Agreement;


ii.             Valin MPM’s use of the Marks in accordance
with this Agreement shall not be deemed to be an infringment on Lone Star’s
rights; and


iii.            it will not take any
actions inconsistent with the rights of Valin MPM hereunder except to prevent
breach of this Agreement by Valin MPM;


8.2.          Reliance
on the Representations and Warranties.


Lone
Star acknowledges
that in signing this Agreement, Valin
MPM is relying on the representations and warranties set forth in Section 8.1.


Valin
MPM acknowledges that in signing this Agreement, Lone Star is relying on the
representations warrants and covenants set forth in Section 8.3.


8.3.          Requirements
on Valin MPM.


i.              Valin MPM shall not,
or assist a third party to:



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(a)           challenge,
deny or raise disputes on the following:


(i)            the rights to the Marks of Lone Star; or


(ii)           the effectiveness or enforcability of the
Marks;


(b)           take
any action inconsistent with the rights to the Marks of Lone Star;


(c)           use
or apply to register a mark, product’s name, sign, design symbol or order of
terms confusingly similar to any of the Marks in any jurisdiction.


9.             SETTLEMENT OF
INFRINGEMENT.


9.1.          Trademark
Infringement.


If, to
a reasonable extent, either Party is aware of any of the following:


i.              Any third party use
of any mark, product’s name, sign, design, symbol or order of terms which is
likely to infringe or counterfeit the ownership of the Marks of Lone Star; or


ii.             Any third party
intends to register, or infringe such Marks,


such Party shall promptly
notify the other Party and provide a detailed statement concerning such
third-party action.


9.2.          Claims
Relating to Marks.


If, to
a reasonable extent, either Party is aware of any third party’s assertion that:


i.              the registration of
Marks be invalid;


ii.             use of the Marks
infringes its rights; or


iii.            the Marks are under
attack or threatened attack.


such
Party shall promptly notify the other Party and provide detailed information
concerning such third-party assertion.


9.3.          Action.


i.              Lone Star, at its
sole cost and expense, shall have the first right, but not the obligation, to
take any actions it deems appropriate in response to the infringements or
claims set forth in Section 9.1 or Section 9.2, including instituting
litigations or responding to prosecutions. 
In the event Lone Star fails to take any such action, Valin MPM, at its
sole cost and expense, may take such action in its sole discretion.



 6
 






 



ii.             Each Party shall
fully cooperate with the Party taking such action (the “Enforcing Party”),
at the Enforcing Party’s request and expense, during the litigation,
investigation or resolution of claims or proceedings in relation to the Marks
after being notified in writing by the Enforcing Party, including:


(a)           providing
information or documents in relation to the use or registration of the Marks by
the third party; or


(b)           participating
in the litigation as a party to the litigation.


iii.            After the
non-Enforcing Party is reimbursed for the reasonable costs incurred in
connection with the cooperation contemplated in Section 9.3 ii, the Enforcing
Party shall be entitled to obtain all indemnifications, damages and other
compensation recouped from any third party in connection with the infringements
or claims set forth in Section 9.1 and Section 9.2 (“Damages”).


iv.            The Enforcing Party
shall keep the non-Enforcing Party informed of the status of, and its
activities regarding, any actions taken by the Enforcing Party pursuant to this
Section 9.3, and any settlement or other resolution thereof.  The Enforcing Party shall not enter into any
such settlement or other resolution that affects or concerns the rights of the
non-Enforcing Party in and to the Marks and/or under this Agreement without the
prior written consent of the non-Enforcing Party, which may not be unreasonably
withheld or delayed.


v.             If the Enforcing
Party ceases to pursue or withdraws from any action it takes pursuant to this
Section 9.3, (a) it shall notify the other Party in advance of such withdrawal
and the other Party may substitute itself for the withdrawing Enforcing Party
under the terms of this Section 9.3, and (b) any and all Damages shall be
apportioned between the Parties in an amount proportional to the amount paid by
each such Party with respect to its costs and expenses in bringing such action.


10.           TERM.


This
Agreement shall become effective on the Funding Date as defined under the
Capital Increase Agreement (the “Effective Date”) and shall maintain its effectiveness during the
Joint Venture Term as defined under the JV Contract, unless sooner terminated
in accordance with Section 11 (the “Term”).  Sections 3, 9, and 12-15 shall survive any
expiration or termination of this Agreement.


11.           TERMINATION FOR
CAUSE.


Either
Party may only terminate or revoke this Agreement and the licenses granted
herein prior to the end of the Term if: (i) the other Party breaches any
material term or condition of this Agreement and fails to cure such breach
within ninety (90) days after receipt of written notice of the same; or (ii)
the other Party becomes bankrupt, or is the subject of proceedings for
liquidation or dissolution, or ceases to carry on business or becomes



 7
 






 



unable
to pay its debts as they come due or upon the winding-up sale, consolidation,
merger or any sequestration by governmental authority of such other Party.  In addition, this Agreement shall terminate
upon termination of the JV Contract.


12.           EFFECT OF
TERMINATION.


Upon
termination of this Agreement Valin MPM agrees to immediately discontinue all
use of the Marks and any term confusingly similar thereto, and to delete the
above-said Marks and term from its corporate or business name, to cooperate
with Lone Star or its appointed agent to apply to the appropriate authorities
to cancel recording of the Agreement from all government records, to destroy
all printed materials bearing any of the Marks, and that all rights in the Marks and
the good will connected therewith, whether existing on the date hereof or
created thereafter by any means, shall remain the property of Lone Star;
provided, that Valin MPM shall have the limited right to market, distribute,
use and sell any Mark Products, and use any printed materials bearing any of
the Marks, in existence prior to the date of termination until the earlier of
(a) the time such supplies of such Mark Products or materials have been exhausted
or (b) three (3) months following the termination of this Agreement.


Notwithstanding anything to the contrary in this Agreement,
during and following the Term Valin MPM shall have the right to (i) keep
records and other historical or archived documents containing or referencing
the Marks, (ii) refer to the fact that Valin MPM conducts or previously
conducted business under the Marks; provided that, such reference is not used
in marketing materials or commercially, and (iii) use the Marks to the extent
required by or permitted as a fair use under applicable Law.


13.           INDEMNIFICATION AND
LIMITATION OF DAMAGES.


13.1.        Valin
MPM shall defend, indemnify and
hold and maintain Lone Star, its Affiliates (other than Valin MPM), and their officers, employees,
directors and agent harmless, (including paying reasonable attorneys’ fees,
costs, expenses and disbursements) from and against: any third party claim
based on breach of warranty, strict liability, or products liability associated
with any products manufactured by Valin MPM
under this Agreement.


13.2.        Valin
MPM shall defend, indemnify and hold and maintain Lone Star, its Affiliates
(other than Valin MPM) and their officers, employees, directors, and agents
harmless (including paying reasonable attorneys’ fees, costs, expenses and
disbursements) from and against
any damage, cost, loss or liability, to the extent arising from Valin MPM’s use
of the Marks in accordance with the Quality Standards and otherwise as
permitted hereunder infringes, dilutes, violates, or otherwise conflicts with
any intellectual property or other rights of any third party.


13.3.        Lone
Star shall defend, indemnify and hold and maintain Valin MPM, its Affiliates
and their officers, employees, directors, and agents harmless (including paying
reaonsable



 8
 






 



attorney’s fees, costs, expenses and disbursements) from and against
any damage, cost, loss or liability, to the extent arising out of any claim
that Valin MPM’s use of the Marks in accordance with the Quality Standards and
otherwise as permitted hereunder infringes, dilutes, violates, or otherwise
conflicts with any intellectual property or other rights of any third party.


13.4.        IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT OR
FUNDAMENTAL BREACH, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.


14.           TAX.


Valin
MPM shall be responsible for all applicable sales, service, value-added, lease,
withholding, stamp, use, personal property, excise, consumption, and other
taxes and duties associated with this Agreement and/or all products
manufactured and sold or leased by Valin MPM under the license granted in this
Agreement and all services provided by Valin MPM under the license granted in
this Agreement, unless applicable Laws provide otherwise compulsorily.  To the extent permitted by applicable law,
Valin MPM shall be responsible for any taxes assessed by any tax authority
against either Party on the provision of the services as a whole, or on any
particular service received by Valin MPM from Lone Star except Lone Star shall
remain responsible for any taxes on Lone Star’s net income.


15.           GENERAL.


15.1.        Filing.


Within
three (3) months of the Effective Date of this Agreement, the Parties shall
submit this Agreement to the Trademark Bureau for filing.


15.2.        Injunctive
Relief.


Each
Party acknowledges that any breach of the respective Party’s obligations under
this Agreement concerning use of the Marks or ownership of the Marks may cause
the other Party irreparable harm not compensable with money damages, and that
in the event of such breach, the non-breaching Party shall be entitled to seek
injunctive relief from any court of competent jurisdiction.


15.3.        Assignment.


Neither
Party shall assign or transfer its rights, duties or obligations under this
Agreement, whether by contract, operation of Law, merger, reorganization,
liquidation,



 9
 






 



dissolution
or sale of assets, without the prior written consent of the other Party.  Any purported assignment or transfer of this
Agreement without the prior written consent of the other Party shall be null
and void.


15.4.        Notices.


Unless
otherwise provided in the Agreement, notices or other communications required
to be given by any Party pursuant to this Agreement may be delivered
personally, sent by registered airmail (postage prepaid) by a recognized
courier service, sent by facsimile transmission, or sent by e-mail transmission
to the address of the other Party set forth below or such other address
notified in lieu thereof.  The dates on
which notices shall be deemed to have been effectively given shall be
determined as follows:


(a)           Notices
given by personal delivery shall be deemed effectively given on the date of
personal delivery.


(b)           Notices
given by registered airmail (postage prepaid) shall be deemed effectively given
on the seventh (7th) day after the date on which they were mailed (as indicated
by the postmark).


(c)           Notices
given by air courier shall be deemed effectively given on the date of delivery
(as indicated by the airway bill).


(d)           Notices
given by facsimile or e-mail transmission shall be deemed effectively given on
the first (1st) business day following the date of transmission.


(e)           For
the purpose of notices, the addresses of the Parties are as follows:


Hengyang Valin MPM Steel
Tube Co., Ltd:


No. 10 Dali New Village,
Zhengxiang District,


Hengyang, Hunan Province


People’s Republic of
China


Attention:  Head of Office


Facsimile No: (86) 734-8870188


Lone Star Steel Company, L.P.

15660 North Dallas Parkway 

Suite 500 

Dallas, TX 75248


Attention: General Counsel


Telephone No.: 1-972-770-6419


Facsimile No.: 1-972-770-6471


15.5.        Third
Party Beneficiaries.


Except
as expressly provided herein, this Agreement is entered into solely between,
and may be enforced only by Valin MPM and Lone
Star.  This Agreement shall not be



 10















deemed to create any rights or
causes of action in or on behalf of any third parties, including without
limitation, employees, suppliers and customers of a Party, or to create any
obligations of a Party to any such third parties.


15.6.                        Severability.


If any provision of this Agreement
is held invalid or otherwise unenforceable, the enforceability of the remaining
provisions shall not be impaired thereby and the illegal provision will be
replaced with a legal provision that encapsulates to the extent permitted by
applicable Law the original intent of the Parties.


15.7.                        Headings.


The headings contained in this
Agreement are for reference only and shall not be deemed to be a part of this
Agreement or to affect the meaning or interpretation hereof.


15.8.                        Compliance
with Laws.


The Parties warrant that they will
comply with the Foreign Corrupt Practices Act and U.S. export control laws and
regulations.  The Parties acknowledge
that some Products with the Marks may be subject to export controls under the
laws and regulations of the United States, the European Union, the United
Nations and other jurisdictions.  No
Party shall export or re-export any such items or any direct product thereof or
undertake any transaction or service in violation of any such laws or regulations.  Without limiting the generality of the
foregoing, the Parties expressly acknowledge that some Products with the Marks
may be subject to U.S. export control laws and regulations, including but not
limited to the U.S. Export Administration Regulations, 15 C.F.R. Parts 730
through 774 (administered by the Department of Commerce, Bureau of Industry and
Security) and the economic sanctions promulgated from time to time by means of
statute, executive order, or regulation (administered by the United States Department
of the Treasury, Office of Foreign Assets Control), including but not limited
to those economic sanctions programs enumerated at 31 C.F.R. Parts 500 through
598.


15.9.                        Contractual
Relationship.


The relationship of the Parties
under this Agreement shall not constitute a partnership or joint venture for
any purpose.  Neither Party is an agent
of the other Party and neither Party has right, power or authority, expressly
or impliedly, to represent or bind the other Party.


15.10.                  Applicable
Law.


The Laws or regulations of Texas
(United States of America) which are officially published and publicly
available shall apply to and govern the formation, validity, interpretation and
implementation of this Agreement and all other contracts, agreements, documents
for implementing this Agreement.



 11
 








15.11.                  Amendment.


Amendments to this Agreement and
the other contracts contemplated herein may be made only by a written agreement
in English and Chinese signed by duly authorized representatives of each of the
Parties and, unless prior approval from the Examination and Approval
Authorities is statutorily required, will become effective as soon as the
amendments are filed with the Examination and Approval Authorities for
record.  “Examination and Approved
Authorities” shall have the meaning given in the JV Contracts.


15.12.                  Language.


This Agreement is written and
executed in English and Chinese in ten (10) original counterparts in each
language and each language version has the same effect.  Each Party shall hold a copy and the
remaining copies will be submitted to the Examination and Approval Authorities
as well as the government registration bodies for approval or registration.


15.13.                  Publicity.


Except as expressly provided
herein, neither Party shall use the other Party’s name or mark or refer to the
other Party directly or indirectly in any media release, public announcement,
or public disclosure relating to this Agreement, including in any promotional
or marketing materials, customer lists or business presentations without the
prior written consent of the other Party prior to each such use or
release.  Neither Party shall make any
public statements about this Agreement or its relationship with the other Party
without the other Party’s prior approval, except as required by Law.


15.14.                  Dispute
Resolution.


i.                                          Arbitration


(a)                                  The
Parties shall make every effort to settle amicably any and all disputes,
controversies and conflicts arising of or relating to or in connection with
this Agreement and the performance or non-performance of the obligations set
forth herein including any questions regarding its existence, validity or
termination (a “Dispute”).  Disputes or
claims, if any, which cannot be settled amicably between the Parties, within
thirty (30) days after written notice of such Dispute has been given by one
Party to the other Party, shall be referred to and finally resolved by
arbitration in Hong Kong under the Rules of Arbitration of the International
Chamber of Commerce (“ICC Rules”) for the time being in force.  The ICC Rules shall be deemed to be
incorporated by reference into this section within this Agreement.


(b)                                 The
Tribunal shall consist of one (1) arbitrator who shall be appointed by the
Chairman of the International Chamber of Commerce.  Such arbitrator



 12
 








shall not be a
citizen of the United States of America or the PRC.  The costs of the arbitration, including
administrative and arbitrator’s fees, shall be shared equally by the
Parties.  Each Party shall bear the costs
of its own attorney’s fees and expert witness fees.


(c)                                  The
arbitration proceedings shall be in both English and Chinese and all pleadings
and written evidence shall be in English and Chinese.  The decision of the arbitrator shall be
final, binding and enforceable upon the Parties and judgment upon any award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  In the event that the failure
of a Party to this Agreement to comply with the decision of the arbitrator
requires the other Party to apply to any court for enforcement of such award,
the non-complying Party shall be liable to the other for all cost of such
litigation including attorneys’ fees. 
The Parties may apply to any court of competent jurisdiction in
accordance with this Section 15.14, for temporary or permanent injunctive
relief, without breach of this Section 15.14 or abridgement of the powers of
the arbitrator.  Neither Party shall be
entitled to commence or maintain any action in any court upon any matter in
dispute until such matter shall have been submitted to, and finally determined
under, the dispute resolution and arbitration procedures in this Section 15.14,
and then only for the enforcement of any arbitral award.  Process may be served on any Party in the manner
set forth in this Agreement by such other method authorized by applicable Law
or court rule.


(d)                                 Each
Party shall cooperate with the other Parties in making full disclosure of and
providing complete access to all information and documents reasonably requested
by the other Parties in connection with such proceedings, subject only to any
confidentiality obligations binding on such Party.


(i)            Judgment
upon the award rendered by the arbitration may be entered into any court having
jurisdiction for an order of enforcement thereof.


ii.                                       Continued
Implementation of Agreement


(a)                                  During
the period when a dispute is being resolved, the Parties shall in all other
respects continue their implementation of this Agreement.


iii.                                    Scope
of Arbitration


(a)                                  This
Section 15.14 shall not restrict either Party’s rights hereunder to bring legal
action in any court having complete jurisdiction, including courts in the State
of Texas or elsewhere, to enforce its rights in its intellectual property
and/or confidential information.



 13
 








15.15.                  Waiver.  


Unless otherwise provided for,
failure or delay on the part of any Party to exercise any right or privilege
under this Agreement shall not operate as a waiver of such right or privilege
nor shall any partial exercise of any right or privilege preclude any further
exercise thereof.  Any waiver by a Party
of a breach of any term or provision of this Agreement shall not be construed
as a waiver by such Party of any subsequent breach, its rights under such term
or provision, or any of its other rights hereunder.


15.16.                  Force Majeure.



Neither Party shall be liable for
any loss, damages or penalty (other than the obligation to pay money) resulting
from a delay in delivery of information or services as applicable when such
delay is due to causes beyond the reasonable control of such Party including,
but not limited to; supplier delay, acts of God, labor unrest, fire, explosion,
earthquake, accidents, acts of public enemy, war, rebellion, insurrection,
sabotage, epidemic, quarantine restrictions, labor or material shortages,
embargoes, failure or delays in transportation, acts of governmental
authorities or judicial action, or material interruption in telecommunications
or utility services.


15.17.                  Counterparts.  


This Agreement may be executed in
any number of counterparts, each of which shall be an original, and such
counterparts together shall constitute one and the same instrument.  Execution may be effected by delivery of
facsimiles of signature pages, which shall be deemed originals in all respects.


15.18.                  Entire
Agreement.  


This Agreement and the other
contracts contemplated herein constitute the entire agreement among all Parties
with respect to the subject matters set forth herein and therein and supersede
all prior discussions, notes, memoranda, negotiations, understandings and all
the documents and agreements between them relating to the same.  All documents, agreements, understandings and
correspondence between the Parties prior to the execution of this Agreement
shall, with the exception of any non-disclosure/confidentiality undertakings,
become null and void automatically when this Agreement enters into effect.



 14















 


IN
WITNESS WHEREOF, the Parties have executed multiple originals of this Agreement
to be effective as of the day and year noted below.


	
  LONE STAR STEEL COMPANY, L.P.

  	
   

  	
  HENGYANG VALIN MPM STEEL

  TUBE CO., LTD

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Rhys J. Best

  	
   

  	
  By:

  	
  /s/ Zhao JianHui

  
	
   

  	
  (SIGNATURE)

  	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
  Rhys J. Best

  	
   

  	
  Zhao JianHui

  
	
  (PRINT NAME)

  	
   

  	
  (PRINT NAME)

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  Chairman/General Manager

  
	
  (TITLE)

  	
   

  	
  (TITLE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (DATE)

  	
   

  	
  (DATE)

  



 











 


Schedule A


Trademarks


 


	
  TRADEMARKS/Our
  ref.

  No.

  	
   

  	
  COUNTRY/

  STATES

  	
   

  	
  REG./SERIAL NO.

  	
   

  	
  TRADEMARK OWNER

  	
   

  
	
  AEROSEG

   

  M120.21

  	
   

  	
  USA

  	
   

  	
  ® 2,348,387 on
  05/09/00

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESCOA

   

  M120.28

  	
   

  	
  USA

  	
   

  	
  ® 873,786 on
  07/29/69

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENTUBE

   

  M120.29

  	
   

  	
  USA

  	
   

  	
  ®1,023,700 on
  10/28/75

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SOLIDFIN

   

  M120.26

  	
   

  	
  USA

  	
   

  	
  ® 922,815 on
  10/26/71

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESCOA

   

  M120.24

  	
   

  	
  Oklahoma

  	
   

  	
  ® 25,745 on
  06/16/93

  	
   

  	
  Fintube (Limited
  Partnership)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KENTUBE

   

  M120.23

  	
   

  	
  Oklahoma

  	
   

  	
  ® 25,746 on 06/16/93

  	
   

  	
  Fintube (Limited
  Partnership)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESCOA

   

  M120.30

  	
   

  	
  U.K.

  	
   

  	
  ® 1112613

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESCOA
  SOLIDFIN

   

  M120.31

  	
   

  	
  U.K.

  	
   

  	
  ® 1112614

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ESCOA

   

  M120.202

  	
   

  	
  USA

  	
   

  	
  ® 2,496,305 on
  10/09/01

  	
   

  	
  Fintube Technologies,
  Inc.

  	
   

  



 











 


	
  TRADEMARKS/Our
  ref.

  No.

  	
   

  	
  COUNTRY/

  STATES

  	
   

  	
  REG./SERIAL NO.

  	
   

  	
  TRADEMARK OWNER

  	
   

  
	
  X-ID

  	
   

  	
  USA

  	
   

  	
  ®. 2,727,252 on
  06/17/03

  	
   

  	
  Fintube
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TUBULAR
  SOLUTIONS FROM THE TUBULAR EXPERTS

  	
   

  	
  USA

  	
   

  	
  Appl. No.
  76/421,819 06/17/02

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QDOM

  	
   

  	
  USA

  	
   

  	
  ® 3,068,587 on
  03/14/06

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TUBULAR
  SOLUTIONS

  	
   

  	
  USA

  	
   

  	
  Appl. No.
  76/421,847 06/22/02

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  TUBULAR EXPERTS

  	
   

  	
  USA

  	
   

  	
  ® 2,552,909 on
  03/26/02

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  TUBULAR EXPERTS

  	
   

  	
  USA

  	
   

  	
  ® 2,248,090 on
  05/25/99

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LSS and
  Design

  	
   

  	
  USA

  	
   

  	
  ® 1,715,004 on
  09/15/92

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  



 











 


	
  TRADEMARKS/Our
  ref.

  No.

  	
   

  	
  COUNTRY/

  STATES

  	
   

  	
  REG./SERIAL NO.

  	
   

  	
  TRADEMARK OWNER

  	
   

  
	
  H2S-100

  	
   

  	
  USA

  	
   

  	
  ® 1,956,657 on
  02/13/96

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H2S-95

  	
   

  	
  USA

  	
   

  	
  ® 1,805,098 on
  11/16/93

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H2S-90

  	
   

  	
  USA

  	
   

  	
  ® 1,968,712 on
  04/16/96

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARLOY

  	
   

  	
  USA

  	
   

  	
  ® 983,686 on
  05/14/74

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARDOM

  	
   

  	
  USA

  	
   

  	
  ® 919,694 on
  09/07/71

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LONESTAR

  	
   

  	
  USA

  	
   

  	
  ® 710,435 on
  01/31/61

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARWELD

  	
   

  	
  USA

  	
   

  	
  ® 712,386 on
  03/14/61

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  



 











 


	
  TRADEMARKS/Our
  ref.

  No.

  	
   

  	
  COUNTRY/

  STATES

  	
   

  	
  REG./SERIAL NO.

  	
   

  	
  TRADEMARK OWNER

  	
   

  
	
  S/D

  	
   

  	
  Mexico

  	
   

  	
  ® 474,351 on
  09/22/94

  	
   

  	
  Lone Star
  Technologies, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H2S-100

  	
   

  	
  China

  	
   

  	
  Appl. no. 4936700
  Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H2S-90

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936701 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H2S-95

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936699 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LONE
  STAR

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936703 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LSS
  & Design

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936705 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  QDOM

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936704 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  



 











 


	
  TRADEMARKS/Our
  ref.

  No.

  	
   

  	
  COUNTRY/

  STATES

  	
   

  	
  REG./SERIAL NO.

  	
   

  	
  TRADEMARK OWNER

  	
   

  
	
  STARDOM

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936716 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARLOY

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936715 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STARWELD

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936709 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  TUBULAR EXPERTS Class 42

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936697 Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE
  TUBULAR EXPERTS Class 06

  	
   

  	
  China

  	
   

  	
  Appl. no. 4936698
  Filed 10/11/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TUBULAR
  SOLUTIONS

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936702 Filed 10/13/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TUBULAR
  SOLUTIONS FROM THE TUBULAR EXPERTS

  	
   

  	
  China

  	
   

  	
  Appl. no.
  4936710 Filed 10/13/05

  	
   

  	
  Lone Star Steel
  Company, L.P.

  	
   

  



 











 


Schedule B


[Quality Standards]