Exclusive Distribution Right Agreement

Exhibit 10.1


Exclusive Distribution Right Agreement


Document No: XJ0801


Party A: WuLaTeQianQi XiKai Mining Company Limited. (XiKai)


Address: BaYinHuaHeShunZhuang, WuLaTe, Inner Mongolia, PRC


Party B: JiangXi SheTai Jade Industrial Company Limited. (JST)


Address: GuoXiDaDao #39, YuJiang County, JiangXi Province, PRC


Party C: Guoxi Holding Limited ("GHL"), 100% holding company of JST.


1, XiKai is a company with all necessary legal documents to conduct Jade Exploration Business in the People's Republic of China ("PRC").


2, JST is 100% owned by GHL, in PRC. JST's business involves: processing and distributing jade and jade-carved artworks.


Parties A, B and C, through the negotiation and in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, have reached an agreement as stated below:


Item 1 Period of Exclusive Distribution Right


This Agreement is effective for a period of 50 years from its execution date.


Item 2 Contents of Exclusive Distribution Right


Party A pledge:


1. Party A legally 100% owns the exclusive mining rights in the SheTai Jade Mine located in WuLaTeQianQi KunDuLunGou, PRC and holds all approvals, authorizations, concessions or the like, issued or granted by any governmental or regulatory authority which are necessary to perform its responsibilities as contemplated by this Agreement. No any other entity owns any right to mining and exploration in the SheTai jade Mine and there are no encumbrances or other restrictions which could in any way adversely affect the right or ability of Party A to perform its responsibilities in accordance with this Agreement.


2. Party A commits to sell 90% raw jade materials produced annually from SheTai Jade Mine to Party B and in no event less than 40,000 tons per year (the "Minimum Commitment"). For the remaining 10% of She Tai's total output, Part A cannot sell it for a price less than the price committed to Party B. Party A cannot sign any other forms of exclusive distribution agreement with any other third Party. Party B shall have no obligation to order the raw jade materials.


3. Party A commits to supply the ordered raw jade materials from Party B and shall use its reasonable efforts to deliver all raw jade materials ordered in accordance with the delivery dates requested by Party B. . Any failure to timely raw jade materials to Party B shall not be credited toward satisfying the Minimum Commitment and Party A shall be responsible for replacing materials included in any such failed delivery.


4. Party A is responsible and fully liable for the transportation costs associated with the Party B's distribution of the raw jade material from SheTai Jade Mine to location(s) in PRC designated by Party B.


5. Party A is responsible and fully liable for the security protection prior to delivery to location(s) in PRC des ...