Common use of Representations and Warranties of Party A Clause in Contracts

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can ▇▇▇ and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can ▇▇▇ sue and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. 3.1 Party A hereby represents and warrants to Party B that 7.1 it that Party A is a limited liability company corporation duly established and organized, validly existing and in good standing in all aspect under the laws of China who the State of Delaware and those of the United States applicable thereto, including without limitation to, the laws, regulations, rules, provisions and policies applicable to or in respect of the past and current compliance of Party A. 3.2 Party A represents and warrants that it is in good standing under the SEC and NASD rules and has separate legal personalitybeen consistently in compliance with all SEC and NASD requirements for its common shares to be and continue to be traded over the counter of the Bulletin Board of NASD. 3.3 Party A represents and warrants that there is no action, claim, lawsuits pending or threatened against Party A. All debts, liabilities of Party A have been settled prior to closing. Since the last audited Financial Statements and the unaudited interim financial statements for the first quarter 2003, there has full been no change in liabilities or debt or change in circumstances of Party A that has had or which Party A may expect to have material change or adverse effect on the business, affairs and separate legal status assets of Party A. 3.4 Party A represents and capacity warrants that it has not been the subject of investigation or any disciplinary action by the SEC or NASD for a minimum of three (3) years immediately prior to execute, deliver and perform the execution of this Agreement, and can ▇▇▇ and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and 3.5 PARTY A has full power and authority to complete enter into this Agreement and to consummate the transaction transactions contemplated hereunder. This Agreement is duly executed hereby; all approval and delivered consent required in respect of the transactions hereunder have been given to and obtained by it, constitutes its legal and binding obligationsPARTY A, and no further consent, approval or action or proceeding on the part of PARTY A, its shareholders or its directors is enforceable against it according required; the execution, delivery and performance of this Agreement by PARTY A and its directors have been duly and validly approved by PARTY A, its directors and shareholders pursuant to the terms hereofCertificate of Incorporation and By-Laws of Party A, save and except that the share consolidation will require the affirmative vote by holders of a simple majority of the shares issued and outstanding prior to such vote. 7.3 it shall promptly notify 3.6 The execution, delivery and performance of this Agreement by PARTY A will not violate any laws, regulations, rules, provisions or policies, including without limitation, SEC and NASD rules, provisions and policies. Nothing contained and contemplated herein will adversely affect the current and post-transaction listing status and privileges of PARTY A's common shares traded Over the Counter Bulletin Board of NASD . 3.7 Party B A represents and warrants that the approval of any circumstance that the share consolidation set forth herein requires an affirmative vote by holders of a simple majority shares. There has been no change, amendment, made or proposed to be made by the directors and/or shareholders of Party A, to the existing Incorporation Certificate, Articles of Association and/or By-Laws of Party A, which has had or may have the effect of increasing, decreasing or otherwise varying the simple majority vote requirement for shareholders approval of the share consolidation provided herein. 3.8 Since the last financial statements, ending on March 31, 2003, there has been no change in circumstances that has had or Party A may expect to have a material adverse effect on Party A’s Business the assets, business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent affairs of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.A.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the PRC laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can ▇▇▇ sue and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

Representations and Warranties of Party A. Party A hereby represents and warrants to Party B thatas follows: 7.1 it (a) Party A is a limited liability company duly established organized and validly existing under the laws of China who the PRC and is in compliance with all conditions required to maintain its status as an enterprise legal person under the laws of the PRC; (b) Party A has separate submitted to Party B a valid, true and complete copy of its latest business license bearing the latest annual inspection seal from the relevant administration for industry and commerce; (c) Party A has taken all appropriate and necessary corporate actions to (i) empower its legal personalityrepresentative to sign this Contract, (ii) authorize the execution and delivery of this Contract and all of the contracts contemplated herein to which it is a party, and (iii) authorize the performance and observance of the terms and conditions hereof and thereof; (d) Party A has full obtained all consents, approvals and separate legal status authorizations necessary for the valid execution and capacity delivery of this Contract and all of the contracts contemplated herein to execute, deliver which it is a Party and to observe and perform this Agreement, and can ▇▇▇ and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated its obligations hereunder and to be executedthereunder; (e) This Contract shall constitute the legal, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal valid and binding obligations, and is obligation of Party A enforceable against it according to Party A in accordance with its terms; and (f) To the terms hereof. 7.3 it shall promptly notify best knowledge of Party B of any circumstance that has or may have material adverse effect on A, Party A’s Business execution, delivery and operation, and use its best effort to prevent performance of this Contract or any of the occurrence of such circumstance and/or expansion of loss. 7.4 it shall other contracts contemplated herein will not dispose of violate any of its material assets in whatever form or change its existing shareholding structureconstitutive documents, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent obligation of Party B.A or its relevant Affiliates, or currently effective law, regulation or decree of China that may be applicable to any aspect of the transactions contemplated hereunder.