GUARANTEE AND ASSUMPTION AGREEMENT
THIS GUARANTEE AND ASSUMPTION AGREEMENT
("Agreement") made as of August 11,
2005, by and among Qorus.com, Inc., a
Florida corporation ("Qorus"), Keating
Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), and
Shenyang Elwin Non-Ferrous Metals Co., Ltd.
("Shenyang"), a limited liability
company under the Company Law of The
People's Republic of China (the "PRC")
(collectively the "Parties").
RECITALS
A. WHEREAS, Qorus, KRM
Fund, Elwin Group Limited, an International Business
Company
incorporated in the British Virgin Islands ("Elwin"), and all
of
the
members of Elwin ("Members") have entered into an Exchange
Agreement
dated
August 11, 2005 (the "Exchange Agreement") pursuant to which
Qorus
is to
acquire all of the issued and outstanding capital stock of
Elwin
from the
Members; and
B. WHEREAS, Shenyang
acknowledges that as a condition of Qorus and KRM Fund
entering
into the Exchange Agreement, Shenyang shall be liable with
Elwin
and each
of its Members with respect to each of the obligations of Elwin
and the
Members under the Exchange Agreement; and
C. WHEREAS, Shenyang is
to receive benefits as a result of the Exchange
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants set forth
herein,
the receipt and sufficiency of which are
hereby acknowledged, the parties
hereto, each intending to be legally bound,
hereby agree as follows:
1. Guarantee and Assumption. Shenyang
hereby agrees that it shall, from the date
of this Agreement, be liable with Elwin and
its Members for each and every
obligation and liability of Elwin and its
Members under the Exchange Agreement
as if it was a party to the Exchange
Agreement. Shenyang further agrees that
Qorus and KRM Fund shall not be obligated
to take any steps whatsoever to
collect from, to file any claim of any kind
against, or to enforce any liability
or obligation against, Elwin or any Member,
prior to pursuing any claim, action
or remedy against Shenyang under this
Agreement.
2. D
