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BUSINESS COOPERATION AGREEMENT

 

This Business Cooperation Agreement (this “ Agreement” ) is dated March 25, 2009, and is entered into in Beijing, China between Gold Rock Resources Inc., a Nevada corporation (“ Party A ”), and Beijing RainEarth Technology Co. Ltd., a company incorporated under the laws of the PRC, located at No.1 SanLiTun, East, Chaoyang District, Beijing, China 100027 (“ Party B ”).

 

RECITALS

 

(1)

Party A is a company incorporated under the laws of the Nevada, which has the expertise in the business of marketing, financing and business development of Chinese entities.

 

(2)

Party B is a company incorporated in Beijing, China, and is an emerging new technology company, which has leading technology on the research and development, manufacturing and application of Hollow Fiber Mambrane Materials, especially in the medical industry in China (the “Business”);

 

(3)

Party A desires to provide marketing support, business support and related consulting services and relevant services to Party B, for compensation, and Party B agrees to accept such services.

 

(4)

The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide services to Party B.

 

NOW THEREFORE, the Parties agree as follows:

 

1.   DEFINITIONS

 

1.1   In this Agreement the following terms shall have the following meanings:

 

Affiliate, ” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise).

 

Consulting Services Fee ” shall be as defined in Clause 3.1.

 

Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person.

 

Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

 

Person ??shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body.

 

PRC ” means the People’s Republic of China.

 

Quarterly Date ” shall mean the last day of March, June, September and December in each year, the first of which shall be the first such day following the date of this Agreement; provided that if any such day is not a business day in the PRC, then such Quarterly Date shall be the next succeeding business day in the PRC.

 

Services ” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2; in this Agreement a reference to a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement.

 

1.2   The headings in this Agreement shall not affect the interpretation of this Agreement.

 

2.   RETENTION AND SCOPE OF SERVICES

 

2.1   Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B’s business in the PRC upon the terms and conditions of this Agreement. The services subject to this Agreement shall include, without limitation:

 

(a)   General Business Operation . Advice and assistance relating to development of marketing and provision of consultancy services, particularly as related to the Business.

 

(b)   Human Resources .

 

(i)   Advice and assistance in relation to the staffing of Party B, including assistance in the recruitment, employment of management personnel, administrative personnel and staff of Party B;

 

(ii)   Training of management, staff and administrative personnel;

 

(iii)   Assistance in the development of sound payroll administrative controls in Party B;

 

(iv)   Advice and assistance in the relocation of management and staff of Party B;

 

(v)   Marketing and other related advice;

 

(c)   Research and Development .

 

(i)   Advice and assistance in relation to research and development of Party B;

 

(ii)   Advice and assistance in strategic planning;

 

(d)   Guaranty .  Party A shall take such action as may be reasonably required to raise up to RM 136 million ($ 20 million U.S.) of Party B's financial obligations; and

 

(e)   Other .  Such other advice and assistance as may be agreed upon by the Parties.

 

2.2   Exclusive Services Provider . During the term of this Agreement, Party A shall be the exclusive provider of the Services. Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

 

2.3   Intellectual Properties Related to the Services . Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing Services, or derived from the provision of the Services. Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application right


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