English Translation of Asset Purchase Agreement, dated June 15, 2007, between Oceanic Well Profit, Inc. and Ms. Huiping Cheng

Asset Purchase Agreement

Party A:

Oceanic Well Profit, Inc.

Party B:

Ms. Huiping Cheng

In order to optimize the industrial structure, adapt to business development, and maximize the interests of both sides, Party A and B friendly consulted and reached the following agreement.

1.

Party A agrees to acquire from Party B all the supporting production equipment for vacuum coffee pot manufacturing (the “Equipment”), all the existing raw material, work in progress and finished product, and all relevant patent technology owned by Party B (together, the “Purchased Assets”).  Details of the Purchased Assets are listed on Schedule 1 attached hereto.

2.

Party B agrees to sell Party A the Purchased Assets.

3.

Based on the above asset evaluation, both parties agree that the acquisition price shall be RMB15,000,000.

4.

Timing of Payment

Within 15 days from the date of the signing of this Agreement (the “Effective Date”), Party A shall pay Party B RMB1,500,000; within 15 days after the Equipment is installed and begins to operate, Party A shall pay Party B RMB1,500,000; with 15 days after completion of the transfer of all the Purchased Assets, including all Equipment and inventories, Party A shall pay Party B RMB12,000,000.

5.

Within 3 days after the Effective Date, Party A and Party B will both establish an asset verification team to verify all of the Purchased Assets for transfer and conveyance to Party A.

6.

Party B represents and warrants that upon transfer, Party A will have good title and full right and interest to the Purchased Assets and be in possession of all property and assets.  All tangible personal property is in good and safe operating condition and repair.  It further represents and warrants to Party A that it is selling and transferring the Purchased Assets to Party A free and clear of all:  (a) liens, claims, mortgages, and other encumbrances (“Encumbrances”); and (b) liabilities that, if not paid or satisfied by Party B, could give rise to any Encumbrances.  Party B shall hold harmless and indemnify Party A from and against any loss, liability, damage or expense arising directly or indirectly in connection with any inaccuracy in or breach of, or any failure to perform or comply with, any representation, warranty, covenant, obligation or other provision of the Agreement.

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7.

Breach of Contract

(1)

After the Effective Date, the parties must consciously perform their obligations set forth herein.  If either party fails to completely fulfill its obligations, such party will be liable to the other party in accordance with applicable law and with the relevant provisions of the Agreement.

 (2)

If Party A fails to pay for the Purchased Assets on time, Party A shall pay Party B liquidated damage at a rate of 1/10,000 of the unpaid purchase price per day. If Party A defaults and damages result to Party B, and the liquidated damages paid by Party A cannot cover Party B’s actual loss, Party A must pay additional compensation in accordance with applicable law.

(3)

In the event that Party A is not able to acquire the Purchased Assets on schedule or perform its obligations due to reasons caused by Party B, Party B shall pay Party A liquidated damages at a rate of 1/10,000 per day of the aggregate payment which has already been made by Party A.  If Party B defaults and damages result to Party A, and the liquidated damages paid by Party B cannot cover Party A’s actual loss, Party B must pay additional compensation in accordance with applicable law.

8.

Amendment or Termination

The parties may amend the Agreement upon agreement.  In the event that the parties agree to amend this Agreement, an updated agreement shall be made accordingly.  The Agreement may be terminated (a) by the mutual written consent of the parties or (b) by Party A if the transaction is not completed by July 31, 2007.

9.

Assumption of Costs

All the costs and expenses relating to the transfer of the Purchased Assets, such as notary fees, legal fees, assessment or audit fees, business registration fees will be borne by Party A.  However, Party B shall pay all sales, value added, business, transfer and documentary taxes payable in connection with the transactions contemplated by this Agreement and issue the relevant invoices to Party A.  

10.

Governing Law and Dispute Settlement

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.  In the event of any dispute arising out of or related to this Agreement, both parties should friendly resolve it through consultation.  If no resolution is reached, either party may submit the dispute to the Zhongshan Arbitration Committee.

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11.

Effectiveness

This Agreement will be effective upon the signatures by the parties.  Both parties agree to report the change of ownership of the Purchased Assets to the relevant government Departments after the agreement become effective.

12.

This Agreement shall be executed in six counterparts.  Each party shall keep one original and the related company shall keep one, and the remaining original copies shall be given to the relevant departments.

Party A: Oceanic Well Profit, Inc.

/s/ Weiqiu Li

Name:  Weiqiu Li

Title: CEO

Date:  6/15/2007

Party B: Huiping Cheng

/s/ Huiping Cheng

Name: Huiping Cheng

Date: 6/15/2007

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Schedule 1

PURCHASED ASSETS

1. Plant and Equipment

SCHEDULE 1

PURCHASED ASSETS, CONT’D

2

SCHEDULE 1

PURCHASED ASSETS, CONT’D

3

SCHEDULE 1

PURCHASED ASSETS, CONT’D

4

SCHEDULE 1

PURCHASED ASSETS, CONT’D

2. Fixture Parts, cont’d

5

SCHEDULE 1

PURCHASED ASSETS, CONT’D

2. Fixture Parts, cont’d

6

SCHEDULE 1

PURCHASED ASSETS, CONT’D

2. Fixture Parts, cont’d

7

SCHEDULE 1

PURCHASED ASSETS, CONT’D

2. Fixture Parts, cont’d

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SCHEDULE 1

PURCHASED ASSETS, CONT’D

3. Mold Parts

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