Party A ：

Party B ：

apter 1， General Provisions

This contract is made by and concluded between the Chinese Hubei Yangtze Mining Works Co. Ltd and the US Carcell Drilling Co.， Inc. in accordance with the “ Law of the People’s Republic of China on Joint V entures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， adhering to the principle of equality and mutual benefit and through friendly consultations. Both parties agree to jointly invest to set up a joint venture enterprise in Wuhan， Hubei Province of the People’s Republic of China. The terms and conditions both parties agreed upon are as follows.

Chapter 2 Parties to the Joint Venture

Article 1

Parties to this contract are as follows: XXXXXXX (hereinafter referred to as Party A )， registered with the Business Administration of XXXX Province of the Peopl e’s Republic of China， Its legal address is at XXXXXXXX.

Legal representative:

Position:

Nationality:

XXXXXXXX ( hereinafter referred to as Party B )， registered with the

Florida State Business Administration of the USA. Its legal address is at XXXXXXX.

Legal representative:

Name:

Position:

Nationality:

Chapter 3 Incorporation of the Joint Venture Company

Article 2

In accordance with the “ Law of the People’s Re public of China on Joint Ventures Using Chinese and Foreign Investment “ and other relevant Chinese laws and regulations， both parties to the joint venture agree to set up a mining machinery joint venture limited liability company (hereinafter referred to as the venture company).

Article 3

The name of the joint venture is XXXXX Company.

The name in English is XXXX Company.

The legal address of the joint venture company is at Liberty Road，District of Wuchang ，Wuhan， China.

Article 4

All activities of the joint venture company shall be governed by the laws，decrees and pertinent rules and regulations of the People’s Republic of China.

Article 5

The organization form of the joint venture company is a limited liability company. Each party to the joint venture company is liable to the joint venture company within the limit of the capital subscribed by it. The profits， risks and losses of the joint venture company shall be shared by both parties to the joint venture in proportion to their contributions of the registered capital.

Chapter 4 The Purpose， Scope and Scale of the Production and Business Article 6

The purpose of the parties to the joint venture is in conformity with the wish of intensifying the economic cooperation and technical exchanges， to enhance business performance and ensure satisfactory benefits for each investor by improving the product quality， developing new products， and gaining competitive edge over the competition in the world market in quality and price through advanced and appropriate technology and scientific management.

Article 7

The productive and business scope of the joint venture company is to manufacture mining machineries， to provide maintenance service after the sale of the products， to research and develop new mining machinery. Article 8

The production scale of the joint venture company are as follows: