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English Version of Manufacturing And Supply Agreement, Dated August 26, 2008, BY And Between The Com

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Exhibit 10.9



MANUFACTURING AND SUPPLY AGREEMENT



This MANUFACTURING AND SUPPLY AGREEMENT (" Agreement ") is made as of August 26, 2008, between and among:



(i) He Nan Kai Feng High Pressure Valve Co., Ltd., a limited liability company organized under the laws of the People's Republic of China (" PRC ") (" Party A " or " Buyer "); and




(ii) Kai Feng High Pressure Valve Steel Casting Limited Liabilities Company, a limited liability company organized under the laws of the PRC (" Party B " or " Seller ").




Each of the foregoing is referred to as a " Party " and together as the " Parties ".



AGREEMENT



Based on full understanding and trust, after friendly discussion between Party A and Party B, both Party A and Party B have reached the following agreement:



1. Long term cooperation . Pursuant to the terms of this Agreement, the Parties agree to establish a long term cooperation between them relating to the manufacturing and sale of certain high-quality cast products (as more fully described in Appendix A, the " Products ") by Party B to Party A, and the purchase of those Products from Party B by Party A.




2. Purchase and Sale of Products . Party B will manufacture and sell the Products to Party A, and Party A will purchase Products from Party B, according to the terms and conditions set out in this Agreement.




3. Specifications. Party B will manufacture the Products strictly in compliance with specifications provided from time to time by Party A (the " Specifications "). The Specifications may include quality standards, design, tolerance requirements, and any other matters relevant to the design and manufacture of items similar to the Products. The final determination as to whether the Products manufactured by Party B meet the Specifications will be made in all cases by Party A.




4. Molds, Casts, Dies, Etc. From time to time Party A may provide to Party B molds, casts, dies and other supplies and equipment for use in the manufacture of the Products (the ? Party A Materials "). Party B will ensure that all Party A Materials are used only in accordance with the Specifications and/or any other instructions that may be provided by Party A, and only for the purpose of manufacturing Products for sale to Party A. Under no circumstances will Party B use any Party A Materials for any other purpose, including the manufacture of any products or other items for sale to or use by any third party. Party B will maintain the Party A Materials in reasonable condition and except for consumable supplies, return such Materials to Party A upon request in good condition, ordinary wear and tear excepted.




5. Orders. From time to time Party A will place orders for Products (" Orders ") with Party B. All Products will be manufactured and delivered in compliance with the terms contained in the Orders or as otherwise instructed by Party A.




6. Price. The Parties will agree on the price for the Products on a case-by-case basis. In all cases (a) the prices for the Products will be set consistent with, or under, prevailing market prices in the PRC for similar products; and (b) Party B will sell the Products to Party A at prices, and on terms and conditions, no less favorable than offered by Party B to any third party for similar products.










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7. Payment. Party A will only pay Party B for Product after delivery and acceptance by Party A. No prepayments for Products (i.e., payments for Products before delivery of the Products) will be made. No payment will be made for Products which do not meet the Specifications applicable to them; non-conforming Products will be returned by Party A to Party B at Party B's cost and expense.




8. Production Capacity. During the Term of this Agreement (as defined below), Party B will maintain, it its sole cost and expense, sufficient manufacturing plant and capacity, and sufficient trained personnel, to satisfy Orders for Products placed by Party A. Party B is solely responsible for any third party or other financing that may be necessary to maintain its plant, equipment and personnel in order to meet its obligations under this Agreement. Party A will have no obligation to provide any financing, credit or other financial support to Party B except insofar as it is required to pay for Products under this Agreement. Party B's capacity will be available to fulfill Party A's Orders before Party B may take any orders from third parties.




9. Non-Competition. Party B will not manufacture or sell to any third party any Products, or any products or other items which are substantially the same as the Products or are based on the Specifications provided by Party A.




10. Non-Exclusivity; No Minimum or Maximum Orders. Party A may purchase products similar or identical to the Products from any third party at
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