Agreement for the development of Dangxiongcuo (DXC) Salt Lake Project

2.1

“Project” means the cooperation between both parties in this agreement for the development of DXC salt lake at Nima county of Naqu district of Tibet of China. The first phase is 5,000 tonnes per year of lithium carbonate (Li2CO3) and a sodium borate production line.

2.2

“Purification Plant” is a limited liability Company registered in China.

2.3

“Lithium carbonate production using thermal deposit” is a technology for producing Li2CO3. This technology is exclusive technology invented by Party B. This technology will be used in the development of DXC salt lake when Cooperative Company is registered.

2.4

"Force Majeure" means all predictable and unpredictable events that occur after this agreement is signed, which are beyond the control of each party, unavoidable, insurmountable, or make that either party cannot fulfill the agreement in full or part of agreement including the contents and provisions listed in Article Eleven.

3.1

The name and legal address of each party, name, nationality and position of legal person:

Party A:

Micro Express Holdings Inc.

Legal address:

Suite 900 – 789 West Pender Street

Vancouver, BC, Canada V6C 1H2

Legal representative:

Xuxin Shao

Nationality: Canadian

Position: President

Party B:

Beijing Mianping Salt Lake Research Institute

Legal address:

10-302 No. 2 Building, No. 10 Garden; Minzu University Road South,

Haidian District, Beijing 100081

Legal representative:

Ling Zheng

Nationality: Chinese

Position: Chairman

3.2

Representations and Warranties of the Parties at the effective day of this agreement:

(1)

Each party has the full legal right, power and authority, and has obtained all consents, approvals and authorization to sign this agreement. At the effective day of this agreement, each party has the full legal right, power and authority, and has obtained all consents, approvals and authorizations necessary to execute and deliver this agreement and to observe and perform its obligations hereunder;

(2)

The representative of each party with the effective power of attorney or board resolution has the full right and power to sign this agreement and ensures the party to be bound with this agreement;

(3)

Signing and execution of this agreement shall not have any conflict or result in disobeying any laws and regulations of the government, or any other agreements or any terms in the other agreements signed with the third party.

(4)

Both parties do not involved in any legal disputes or situation for big contract breaching.

4.1

Both parties have agreed to set up a Cooperative Company to develop DXC salt lake property at Nima county of Naqu district of Tibet of China.

The objective of Cooperative Company: Using funds from Party A and skilled technology from Party B to conduct the comprehensive utilization of DXC salt lake project to produce lithium carbonate and borate. Through the purification and production of the related products, both parties obtain the satisfying return.

4.2

The name of Cooperative Company: Tibet Saline Lake Mining High-Science & Technology Co., Ltd. (Hereafter “Cooperative” or “Company”)

4.3

The total investment of the Company is 240 million Yuan and registered capital is 96 million Yuan.

4.4

The contributions of both parties:

(1)

(2)

(3)

(4)

(5)

Notes:

total registered capital = 96 million yuan RMB

4.5

Both parties agree if the construction cost is more than the budget (240 million Yuan) according to the feasibility study, the extra cost shall be financed by the Company. If the construction cost is less than 240 million Yuan, the saving shall be treated as accumulation fund of the Company or for other business both parties agree.

4.6

The total investment of the Company is 240 million Yuan which will be used for the construction of 5000 tonnes per year of lithium carbonate and by products (sodium borate) according to the feasibility study including:

(1)

Production facilities and living facilities such as solarization cell, crystallization cell, dam and pump station near DXC salt lake.

(2)

Further geological exploration works for hot spring, dam, salt field and crystallization cell.

(3)

Feasibility study for diatomite application as isolating material near salt lake.

(4)

Construct or purchase the purification plant for lithium chemical plant (Fenyijiang Lithium Plant in Jiangxi province of China will be first considered).

(5)

Other business and projects that the Company decides.

4.7

Both parties shall sign the Cooperative Contract and Articles for the Company according to the principle of this agreement and submit the application for setting up the Company to Tibet and Central government of China.

4.8

The board of directors of the Company will be set up at the day of business license issuance. The board of directors is the highest authority of the company and will decide all major affairs for the Company.

4.9

The board of directors shall consist of five members. Party A will appoint three members and Party B will appoint two members.

4.10

Party A will appoint chairman and Party B will appoint vice chairman. The term of chairman and vice chairman will be four years from the day of appointment. The chairman and vice chairman can be reappointed.

4.11

The chairman is the legal person of the Company. If chairman cannot take responsibility, vice chairman or other director appointed by the chairman can temporarily take the rights of legal person.

4.12

If a seat on the Board is vacated by the retirement, removal, resignation, illness, disability or death of a Director, the Party that originally appointed such Director may appoint a successor to serve out such Director’s term. Either party may, at any time, remove any director appointed by this Party with immediate effect by giving written notice to the other Party.

4.13

The Board shall convene at least one (1) meeting every year. The meeting shall be hosted by the Chairman. Through one third (1/3) or more directors’ motion, Chairman can call the special meeting.

4.14

The meeting shall be hosted by the chairman. If chairman does not attend the meeting, vice chairman hosts the meeting. If a director cannot attend any meeting, the director can authorize the other person to attend the meeting and vote in the meeting. The authorization letter shall be delivered to the chairman before or at the meeting.

4.15

Two third (2/3) of directors or authorized persons shall stand the minimum quorum for the board meeting. If the quorum does not meet the minimum, chairman can call another meeting. If the quorum still can not meet the minimum but at least one director comes from the other party, with unanimous approval of the directors attending the meeting, the board still can make decision on the major issues for the Company. Unless the Parties agree, the directors shall be given a minimum of thirty (30) days written notice of a Board meeting.  Directors shall, within seven (7) days upon receipt of such notice, confirm in writing whether they will or will not attend the meeting. If a Director does not confirm whether he or she will attend the meeting and does not attend the meeting in person or by proxy, that Director shall be deemed abstained from the meeting.

4.16

Unanimous consent of all the directors or authorized persons shall be required for the following matters.

(a)

Amendment of the Contract and Articles for the Company;

(b)

Termination of the Contract, and dissolution and liquidation of the Company;

(c)

Increase or decrease of registered capital of the Company or transferring of all or part of interest by each party;

(d)

Merger with or acquisition by other economic entity or entities;

(e)

Any mortgage or pledge of assets of each party;

(f)

Extension of Cooperative period;

(g)

Any mortgage of pledge of assets of the Company

4.17

All other resolutions shall be approved by majority directors or authorized persons attending the board meeting.

4.18

At each meeting, the board of directors shall appoint a secretary to record complete and accurate meeting minutes. All meeting notices, agenda and power of attorneys shall be kept as files. The meeting minutes approved are the final decision for the agenda.

4.19

Any motions that request approval of board of directors and have obtained approval of all directors in writing and such writing approvals have been kept in the files can be acted without meeting.

4.20

The writing resolution signed by all directors shall have the same effectiveness as the resolutions passed on the formal meeting of board of directors. The writing resolution signed by the directors no less than legal quorum for the board meeting shall have the same legal effectiveness as the resolutions passed by majority directors on the formal meeting of board of directors.

4.21

The Company shall set up management organization in charge of daily management works. This organization shall report to the board of directors and be under the leadership of the board of directors. The director of the Company can take any position in the Company.

4.22

There are one general manager and two to three vice general managers. General manager and vice general managers shall be appointed by the board of directors. The term is four year. The managers may be reappointed by the board of directors.

4.23

The responsibilities of the general manager:

(a)

Follow the board resolutions and report to the board of directors;

(b)

In charge of operation and management of the Company;

(c)

Decide the duties of vice general managers, chief accountant, chief engineer and other senior managers, and submit such contents to the board of directors for the approval; monitor their works;

(d)

Decide the duties of department manager and appoint department manager, and monitor their works;

(e)

Report annual working report and working plan for next year to the board;

(f)

Decide the finance management policy, human resource policy and information disclosure policy;

(g)

Set up the organizations approved by the board of directors;

(h)

Put forward the suggestions to improve the operation of the Company;

(i)

Other jobs assigned by the board

4.24

The responsibility of vice general manager is to assist general manager to operate the company. When general manager cannot take the responsibilities, vice general manager can take rights according to the authorization of general manager.

4.25

Without consent of the board, general manager, vice general managers, chief accountant, chief engineer and other senior employees cannot take the position at other companies at the same time.

4.26

The Company shall make the accounting system according to the related laws and regulations of China and such system shall be approved by the board of directors.

4.27

Each party has right at any time to audit the accounts and book keeping records at its own cost. However, such party shall reasonably give the notice to the Company and such action shall not affect the operation of the Company. The Company shall fully cooperate with auditors sent by each party.

4.28

The Company shall pay all taxes and fees according to “Corporate Tax Law of Foreign Investment Enterprises in People’s Republic of China”, “Implementation regulations of Corporate Tax Law of Foreign Investment Enterprises in People’s Republic of China”, VAT, consuming tax, operation tax and other taxes applicable to the Company.

4.29

Both parties shall do their best to help the Company to apply and obtain the best tax treatment and deduction.

4.30

The board shall decide the profits after tax distributed to each party according to their interests as a resolution within 90 days after each fiscal year ends.

4.31

The Company shall decide the recruitment, employment, dismissal, resignation, wages, labor insurance, welfare benefits and labor discipline, and other affairs according