Purchase and Sales Contract

Exhibit 10.5

Purchase and Sales Contract

Seller: Qianxinan Aosen Forestry Ltd. ; (“Party A”)
Buyer: Guizhou Yingye Forestry Ltd. ; (“Party B”)
Through negotiation and in accordance with applicable economic laws of the People’s Republic of China, Party B agrees to purchase fiberboards from Party A under the following terms and conditions:

I. Product model, specifications, grade, quantity, unit price, and value

	Specifications -			Ex-Factory Unit	Total Price
Type	Thickness (mm)	Grade	Quantity	Price	(Yuan)
Fiberboard		Grade 1	1380953	63	87,000,000
Total	Eighty seven million yuan
(in writing)

II.	Quality standard: GB/T111718-1999, GB18580-2001
III.	Delivery

	1.	Transportation: truck or train
	2.	Place of delivery: Guiyang
	3.	Packing: Party A must place plates at the top and bottom of the fiberboards, and wrap them with plastic film and plastic tape at its own cost. Party A is not responsible for pack boards transported in bulk.
	4.	Transport cost: Party B must pay for the transport.

IV.	Payment: Party B must deliver the fiberboards upon receipt of the payment in cash. Both parties may renegotiate the price if the market price changes.
V.	Invoicing: Party A must issue a VAT invoice for Party B’s payment. Party B must provide a transport invoice issued by the transportation authority for the fiberboards.
VI.	Inspection and objection: Party B must make an objection to the quantity and appearance upon the arrival of fireboards and will otherwise be deemed to have accepted the products. Party B must file an objection in writing to the quality of Party A’s products within seven (7) days after the products reach Party B’s location or otherwise will be deemed to have accepted Party A’s products.
VII.	Party A’s liability for breach: Party A must deliver products that fully match the samples in terms of type, model, specification, design, color, and quality. In case of any discrepancy, Party A must refer the products to after-sales procedures.
VIII.	Party B’s liability for breach: Party B must not reject products shipped by Party A to Party B as agreed herein for any reason or otherwise is liable for any costs thus caused. Party A will withhold goods if Party B fails to make the payment in full. The deficiency will count as part of the total payment for the next batch of goods.
IX.	Freight insurance: The carrier is responsible for loss of goods during delivery by truck. In the case of delivery by train, Party A must have the goods' value insured. Party A must assist the carrier in handling the loss of goods during the delivery according to relevant rules through consultation. Party B is responsible for the risks and costs incurred after the goods reach Party B’s designated location.

X. Miscellaneous

	1.	Party A agrees to serve Party B in good faith;
	2.	Party A will furnish Party B with promotional materials, such as copies of the production certificate, product inspection report, and relevant certificates Party A has obtained;
	3.	Party B must promote and apply Party A’s products, safeguard Party A’s rights and interests, and maintain the confidentiality of Party A’s trade secrets.
	4.	Party B must promote and apply Party A’s products, safeguard Party A’s rights and interests, and maintain the confidentiality of Party A’s trade secrets.
	5.	During the inspection, Party B may file a complaint against Party A's products in terms of type, quantity, quality and specification by phone or fax. After receiving the complaint, Party A agrees to send personnel to Party B’s location within two days in Guozhou and within 15 days outside Guizhou’
	6.	Should Party A fail to handle the issue at Party B’s location within the agreed time, Party A is deemed to have accepted Party B’s objection and solution. Party B’s written complaint must specify the contract number, waybill number, license plate number, dates of shipment, production, and arrival, certify the product name, model, specification, marking, batch number, quantity, packing, and provide requirements for handling the products that fail to meet the agreed standards;
	7.	After reaching Party B’s designated location, Party A’s after-sales representatives will count and sort the products in question in terms of stacking, deformation, color change, seepage, damage and processing and complete a After-Sales Form that indicates the actual product quality, production batch, grade, quantity, and the suggested solution, which must be signed by both parties. These representatives must also xxxx, photo and videotape the corrected products.

XI. After-Sales Principles

	1.	Party A will not indemnify Party B for any damage within 1cm from the edge during handling;
	2.	Party B must negotiate with the carrier to resolve any loss caused by impact or water during transportation by truck;
	3.	Party A agrees to assist in handling any loss caused by impact or water during transportation by train according to relevant railway translation rules;
	4.	The two parties must negotiate the amount of compensation for any loss caused by impact or water more than 1 cm from the edge during Party A’s handling or short-haul transportation. In principle, Party A will reduce the price to the extent of the fiberboard’s delivery price;
	5.	In principle, Party A will not compensate for fiberboard degrading caused by improper delivery.
	6.	Party A accepts no compensation for cracking, delamination, deformation or seepage in under 5‰ of the fiberboards delivered.
	7.	Party A is not responsible for any loss caused by incorrect delivery attributed to Party B’s errors. Instead, Party B is liable for all the costs thus incurred;
	8.	During production, Party B must stop using Party A’s products of the same batch that have milky spots and notify Party A immediately for a further action; Party A will not compensate Party B for any loss caused by milky spots if Party B continues to use these boards despite the problem;

	9.	During production, Party B must stop using Party A’s products of the same batch that have cracked continuously and notify Party A immediately for a further action. Party A will not compensate Party B for any loss if Party B has used more than 0.3% of the defective boards in the batch;
	10.	Unless otherwise approved by Party A in writing, Party B must not cut fireboards into smaller boards to produce surfaced products. Party A accepts no liability for compensating for any loss thus caused.
	11.	Party B must stop using Party A’s products that exceed the agreed standards for length and diagonal and notify Party A immediately; Party A is not responsible for compensation if Party B has cut the fireboards into smaller plates.
	12.	Party B must request Party A for compensation for defective products before these products leave factory. Party A accepts no request for compensation after its products are shipped and installed.
	13.	After the fiberboards are processed, Party A is only responsible for strength-related quality problems, such as loose sandwich layer and delamination;
	14.	Party A is not responsible for compensation relating to usable and off-grade products.

XII.	Force majeure: Either party that cannot perform the contract due to force majeure must promptly inform the other party of the cause of its failure to implement the contract in full or in part so as to minimize the possible loss to the other party. After producing evidence for the failure, the affected party is allowed to postpone its performance or implement the contract partly, and is partly or fully relieved from its liability for breach as the case may be.
XIII.	Both parties must set out supplementary rules through negotiation for anything not covered herein. These rules have equal legal effect as this Contract;
XIV.	This Contract becomes effective from the date of being signed and stamped by both parties. During the term of the contract, neither party shall alter or cancel the contract without prior authorization;
XV.	This Contract remains effective from January 1 to December 31, 2009.
XVI.	This Contract is made in duplicate, one for each party.

Oct. 26 9:40	FAX 310	P.1
Party A:	Party B:
Address:	Address:
Legal representative:	Legal representative:
Authorized representative:	Authorized representative:
Bank of deposit:	Bank of deposit
Tel:	Tel:
A/C No.:	A/C No.: