Water Supply Agreement
EXHIBIT
10.4
Party
A: Winner Medical & Textile Ltd. Tianman (“Winner
Tianmen”)
Hubei
Winner Textiles Co., Ltd. (“Winner Hubei”)
Party
B: Tianmen Yuekou Water Supply Co., Ltd.
Whereas:
Party B
is short of fund for its water supply channel reconstruction and it is presently
supplying manufacturing and living water to Party A. Party B asks Party A for
financial aid.
Therefore,
through
mutual negotiation and based on mutual benefit, the parties have reached the
following agreement regarding water supply and relevant issues:
| 1. |
Party
A shall pay RMB 2.5 million to Party B before December 25th, 2004 as
prepaid fees for Party A’s manufacturing and living water for 15 years,
from August 25th
2004 to August 24th
2019,.
|
| 2. |
Party
A shall pay in three installments. The first installment of RMB 1.2
million is to be paid before August 31st,
2004. The second installment of RMB 0.5 million is to be paid before
October 31st
2004 while the last installment of RMB 0.8 million is to be paid before
December 25th
2004.
|
| 3. |
During
the period from August 25th
2004 to August 24th
2019, Party B shall not ask Party A to pay any other fees or expenses
for
its manufacturing and living water and shall guarantee the normal and
continuous supply for Party A’s manufacturing and living water within the
said 15 years.
|
| 4. |
Within
the valid period of this Agreement, Party B shall not charge Party
A for
increased use of water volume due to production increase. Party B shall
take nto fully consideration of Party A’s increased production need when
reconstructing its water supply channels and shall guarantee the water
supply to Party A after its increase of production in hydraulic pressure
and channel caliber (the hydraulic pressure shall be no less than 3
kg).
|
| 5. |
As
Party A shall pay Party B RMB 2.5 million as water fee for 15 years,
Party
B shall issue RMB 35,000 VAT invoice to Party A each month (RMB 30,000
for
Winner Tianman and RMB 5,000 for Winner Hubei) from August 25th
2004 to August 24th
2019.
|
| 6. |
Within
the valid period of this Agreement, the performance of this Agreement
shall not be affected by change of equity share, company name, legal
representative, merge or transfer of either party, this Agreement shall
still be effective and the successor of either party shall fulfill
the
rights and obligations under this Agreement as
well.
|
| 7. |
Breach
of Agreement: In case of Party A’s breach of this Agreement, it shall pay
30% of the total amount as fine for breach of agreement. In case of
Party
B’s breach of the Agreement, it shall refund twice the amount it has
received from Party A plus interests.
|
| 8. |
Arbitration:
Any dispute occurred relating to the performance of this Agreement
shall
be settled through friendly consultations. In case no settlement can
be
reached, the dispute shall be submitted to Tianmen Municipal Arbitration
Committee.
|
| 9. |
This
Agreement is signed in two originals and each party shall retain one
original. This Agreement shall become effective once it is signed and
stamped by both parties.
|
|
Party
A (official seal):
|
Party
B (official seal):
|
|
Winner
Medical & Textile Ltd. Tianman
|
Tianmen
Yuekou Water Supply Co., Ltd.
|
|
Hubei
Winner Textiles Co., Ltd.
|
August 2nd, 2004
