EXHIBIT 10.y
AGREEMENT ON ZUNYI PIPELINE PROJECT NO.1
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PARTY A : LARGO VISTA GROUP,USA
PARTY B : PROTON ENTERPRISE(WHUAN)LTD.,CHINA
(By E-mail) 02/02/2002
Through negotiations between Party A's subsidiary company______Zunyi Sub
Co.,Shilin Xinmao Industry Petrochem Xx.Xxx. and Zunyi Municipal
Government,Guizhou Province,China, Zunyi Municipal Government has reached the
intention that the pipeline project No.1 is to be taken by Party A who has
guraranteed to complete the project with the agreed quanlity within certain
period.
As Zunyi Municipal Government ,based on its own consideration, prfers to sign
the formal contract/agreement for the said project with a foreign invested
professional company instead of someone like Zunyi Sub Co. who is neither a
direct foreign invested independent company nor so professional in the
speciality of pipeline project, therefore Party A has decided to trust Party B
to sign the formal contract with Zunyi Municipal Government because Party B is
eligible for the conditions mentioned above. Both parties has agreed that :
A) Party B,under the trust and authorization by Party A, is to sign the formal
contract of pipeline project No.1 with Zunyi Municipal Government for Party A
and also be responsible to sign a contract with Party A's subsidiary
organization________Zunyi Sub Co.,Shilin Xinmao Industry Petrochem Co,Ltd who
will practically undertake the project with all the clauses and conditions the
same stipulated in the contract with Zunyi Municipal Government and specifically
complete the project;
B) Party B, however, will not take any actual risk or consequence regarding the
said contract while Party A will be fully responsible for the contract and Zunyi
Sub Co,Shilin Xinmao Industry Petrochem Xx.Xxx is to be responsible to do the
project with required quality and to get the invested money along with the
profit back as it planned for party A;
C) Party B will be obligatory to pass information regarding the contract and the
response from Zunyi Municipal Government on to Party A necessarily when there is
anything like that.
PARTY A'S REPRESENTATIVE:______________________________
Xxxxxx X Xxxxxx , President of Largo Vista Group,Ltd ,USA
PARTY B'S REPRESENTATIVE:______________________________
Xxxxxx X Xxxxxxxx,CEO of Proton Enterprise(Wuhan)Ltd,China