JV agreement between Makaelo Limited And Aifeng Li

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Makaelo Limited | Sterling Group Ventures, Inc | Aifeng Li

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Title: JV agreement between Makaelo Limited And Aifeng Li
Date: 3/7/2005

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Filed by Automated Filing Services Inc. (604) 609-0244 - Sterling Group Ventures, Inc. - Exhibit 10.1

Exhibit 10.1

JV agreement between
Makaelo Limited
And Aifeng Li

Regarding Exploration and Development of Donggou and Xiaoxigou Copper Property in Inner Mongolia

Party A: Aifeng Li
Party B: Makaelo Limited

Whereas:

A:	Aifeng Li holds two exploration permits in Donggou and Xiaoxigou property of Inner Mongolia, and has the legal authority to sign this agreement.

B:	Makaelo Limited is a subsidiary company of Sterling Group Ventures, Inc. , which is a United State public company and registered at Nevada of United States, and has the legal authority to sign this agreement.

Based on mutual benefits for both parties and through friendly negotiation, Party A and Party B have reached the following agreement for the joint venture exploration and development of Donggou and Xiaoxigou copper property within the range of exploration licenses held by Aifeng Li.

1.	Both Parties agree to set up a cooperative joint venture company in Inner Mongolia, China in accordance with the Sino-foreign joint venture enterprise law and other related Chinese laws and regulations, to explore and develop in the area of Donggou and Xiaoxigou copper property (the "cooperative Company"). The exploration licenses of Donggou and Xiaoxigou copper property covers about 52 square km (the “cooperative area”).

2.	Cooperative conditions and rights of both parties:

	2.1	In first stage (exploration stage), Party A provides all exploration licenses in the cooperative area, achievements and all geological data, and Party B provides exploration cost.

	2.2	Party B shall provide 5.2 million RMB Yuan as an exploration expenditure within three years in installments (The first year commitment is not less than 2 million RMB Yuan). The exploration will be divided into several stages. The minimum exploration expenditure for each stage shall be determined based on the exploration design for this area by both parties.

	2.3	If Party B elects to terminate the project during exploration period, Party B shall not have any rights of the project. The exploration licenses shall be returned to Party A

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		without any conditions. At same time, Party A shall have right to obtain the achievement of the exploration and all original documents or the copy of all original documents.

	2.4	Party A uses its exploration licenses and geological information as its contributions in the cooperative company. The value that Party A contributes is 4.8 million Chinese Yuan. The ownership of Party A in the cooperative company is 48%. Party B shall provide 5.2 million Chinese Yuan to earn 52% of the interest in the cooperative company. In the second stage (development stage or continuing exploration stage), contributions to fund the exploration and development of the Project will be made pro rata. The interest of Party A will be diluted to not less than 10% if it elects not to make cash contributions.