Exhibit 10.5 - Exclusive Sales Agreement
Exclusive Sales Agreement
This Exclusive Sales Agreement (the “ Agreement ”) is entered into as of this day of 10
of April, 2009
by and between:
Party A: Sichuan Xinlong Telluronium & Technique Co., Ltd.
Zhenzang Road, Dongsheng Township, Shuangliu County, Sichuan Province
Registered code: 510122000026482
Party B: Sichuan Xinju Mineral Resource Development Co., Ltd.
11F, Tianxiang Building, No.90, Wanhe Road, Chengdu, China
Registered code ： 5100001810329
WHEREAS, Party A is a wholly foreign owned enterprise with limited liability founded in the People’s
Republic of China (“China”);
WHEREAS, Party B which is a limited liability company incorporated in China, possess the exploration
rights to that certain land of 6.29 square kilometers in the Dashuigou area and the mining rights of that certain
tellurium and bismuth mine of 0.0568 square kilometers in Shimian Majiagou (such exploration rights and mining
rights of Party B, collectively the “ Mining Business ”).
WHEREAS, Party A intends to acquire the exclusive rights to buy all the output of the Mining Business
from Party B; and
WHEREAS, Party B intends to sell the merchandise set forth in Article II hereof to Party A on the
terms as set forth in Article XVII hereof;
NOW THEREFORE, in accordance with laws and regulations of the People's Republic of China, the
Parties agree as follows after friendly consultation based on the principle of equality and mutual benefit.
1.1 All the provisions of this Agreement shall be deemed applicable to each and every individual
distribution contract signed during the term of this Agreement, regardless of whether or not such distribution
contracts specifically reference this Agreement.
1.2 Each and every distribution contract shall include: (i) the terms of distribution (including but not
limited to, the nam