EXHIBIT 10.1
NT HOLDING CORP
AND
SHANXI JINHAI METAL GROUP LIMITED
JOINT VENTURE AGREEMENT
ARTICLE 1. GENERAL
This joint venture agreement was formed in accordance with the relevant
Laws, Rules and Regulations of the People's Republic of China. Based upon
principles of mutual benefit and equity, and after pleasant negotiation, it was
unanimously consented by and entered into by NT Holding Corp and Shanxi Jinhai
Mutual Group, Limited for the purpose of pursuing beneficial business
opportunities.
ARTICLE 2. JOINT VENTURE PARTIES
1. The parties to this agreement are:
o NT HOLDING CORP, a Nevada corporation (hereinafter Party A).
o SHANXI JINHAI METAL GROUP, LIMITED, a Chinese corporation
(hereinafter Party B ).
ARTICLE 3. SCOPE
1. Both parties agree, in accordance to the relevant laws and regulations of
the People's Republic of China, to form the Sino foreign joint venture
company in China under the name of "American-Asia Metallurgical Industry
Limited", which shall sometimes be referred to herein as "AAMI".
2. Party B shall inject its operating business into AAMI. Party B will be
responsible for all day to day operations and management of AAMI. It is
understood by the parties hereto that the net asset value of Party B's
assets as of the date hereof is approximately US $5,500,000, according to
Chinese GAAP. Party B shall nominate one director to serve on the Board of
Directors of Party A. Such director shall report on the daily operations
of AAMI to Party A.
ARTICLE 4. BENEFICIAL INTEREST OF THE PARTIES
Party A will have a 70% interest in AAMI and Party B will have a 30%
interest in AAMI.
ARTICLE 5. OBJECTIVE
The objective of AAMI is to maximize the business potential of the
relationship in the way best seen fit by the management of AAMI as appointed by
the parties hereto.
ARTICLE 6. INVESTMENT
1. Investment of Party A: Party A shall be responsible investing US
$2,000,000 into AAMI within one year from date of the certificate of
incorporation issued by Chinese goverment. In the event that Party A fails
to deliver all or part of this cash obligation, Party A will be obligated
to issue shares of Party A's common stock equal to the amount of such
deficiency to Party B as part of the capital contribution commitment. The
value attributed to any such shares issued will be equal to the closing
market price of Party A's common stock on the date the shares are issued.
2. Investment of Party B: Party B shall inject its operating business into
AAMI. Party B will, thereafter, be responsible for all day to day
operations and management of AAMI. It is understood by the parties hereto
that the net asset value of Party B's assets as of the date hereof is
approximately US $5,500,000, according to Chinese GAAP.
ARTICLE 7. RESPONSIBILITIES
1. Responsibilities of Party A:
a. To make the investment described in Article 6 hereof.
b. To support AAMI as necessary with its know-how and expertise in the
business affairs of AAMI.
2. Responsibilities of Party B:
a. To inject its operating business into AAMI.
b. To manage the day to day affairs of AAMI.
c. To report to Party A on the ongoing business of AAMI.
d. To arrange all necessary procedures to obtain business license of
the joint venture.
ARTICLE 8. MANAGEMENT STRUCTURE
The business affairs of AAMI shall be managed by Party B.
ARTICLE 9. JOINT VENTURE PERIOD
Both parties intend to have a long-term relationship. Therefore the
initial period of the joint venture is set to be twenty (20) years.
ARTICLE 10. CHANGES AND TERMINATION
Previous mutual consent must be obtained for any changes to this agreement
or for the termination of this agreement.
ARTICLE 11. FORCE MAJEURE
Any delay in or failure of performance by either party under this
agreement shall not be considered a breach of this agreement, and shall be
excused provided the party failed to perform has notified the other party with
suitable evidence within three days from the date of such occurrence, to the
extent caused by but not limited to earthquake, flood, fire, war or any
occurrence beyond the reasonable control of such party. Both parties shall
resolve the issue by referencing to the extent of the resultant damages.
ARTICLE 12. JURISDICTION
This agreement shall be governed by the laws of Hong Kong.
ARTICLE 13. ARBITRATION
Both parties agree that they shall take all steps to resolve any conflict
through private negotiation and discussion. In the event that a conflict is not
resolved, it will be submitted to binding arbitration in Hong Kong.
ARTICLE 14. EFFECTIVE DATE AND OTHERS
This agreement is effective upon signing by the respective legal or
authorized representatives of each of Party A and Party B.
NT HOLDING CORP SHANXI JINHAI METAL GROUP
LIMITED
/s/ Chun Ka Tsun, CEO /s/ Xue Yue Ting
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Authorized Representative Authorized Representative
Date: March 12, 2006 Date: March 12, 2006
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