AVIC TECHNOLOGIES LTD
SB-2/A, EX-10, 2000-11-15
PLASTICS PRODUCTS, NEC
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                         [AVIC TECHNOLOGIES LETTERHEAD]

March 29, 1999

A. Chan & Associate Inc.
Suite 333, 1333-8th Street S.W.
Calgary, Alberta
T2R 1M6

Att: Mr. Alan Chan, P. Eng.

Dear Alan:

                  Thank you for the time & effort  you spent in  preparing  your
quotation of March 19 & 25, 1999.

                  Please proceed with the work for the  Fiberglass  Window Frame
manufacturing  equipment  evaluation  and Chinese Market survey work as per your
proposal & revised price of USD28,800.00 including all the traveling Expenses.

                  We would  appreciate this work being completed as close to but
no later than July 31, 999.

                  Thank you once again for your  promptness  in  returning  this
proposal. We look forward to receiving your final report.

                                                 Very truly yours,



                                                 Annette Shaw

<PAGE>

                                [CHAN LETTERHEAD]

March 25, 1999

Avic Technologies Ltd.
445 Rue Saint Francois Xavier
Montreal, Quebec H2Y 2T1

Dear Sir and Madame:

           Re: Fiberglass Window Frame Project in China - Proposal Dated
               March 19, 1999

With reference to our earlier  telephone  conversations and the above referenced
proposal,  this is to confirm our agreement  that our company will not carry out
the work in assisting Avic  Technologies in the project  development in China as
described in section 2.3 in the above  referenced  proposal.  With the revision,
our total fee has now revised to $28,800.00. The fee breakdown is shown below:

                           Professional fee (time):           $25,000.00US
                           Travel and Other Expenses:         $ 3,800.00US

                           Total:                              ____________
                                                              $28,800.00US

We trust that you will find our new fee satisfactory.  If further information is
required,  please do not  hesitate to contact the  undersigned.  Once again,  we
thank you very much for giving us an opportunity to submit a proposal.



Yours truly,



Alan Chan P. Ena.
President



<PAGE>



                                [CHAN LETTERHEAD]

March 19, 1999

Avic Technologies Ltd.
445 Rue Saint Francois Xavier
Montreal, Quebec H2Y 2T1

Dear Sir and Madame:

                  Re: Fiberglass Window Frame Project in China

We thank you very much for giving us an  opportunity  to submit a  proposal  for
carrying out a survey and evaluation on the fiberglass  window frame  pultruding
equipment  for the above  referenced  project,  a survey and  evaluation  of the
fiberglass  window  frame  market in China,  and for  assisting  in the  project
development in China. Our scope of work is summarized in the attached proposal.

Our company has a  substantial  amount of  experience  in the building  material
industry in China,  and is very  familiar  in its  regulations  and  policies in
dealing with Sino-Foreign joint ventures. In the past few years, we have spent a
substantial  amount  of  time in  China  in  developing  joint  ventures  in the
construction industry.

Our  total  fee for the  services  as  described  in the  attached  proposal  is
$38,800.00  US, which  includes both time and  expenses.  We trust that you will
find the attached  proposal  satisfactory.  If further  information is required,
please do not hesitate to contact the undersigned.



Yours truly,



Alan Chan P. Ena.



<PAGE>



                                [CHAN LETTERHEAD]



                           Technical Services Proposal
                    Fiberglass Window Frame Project in China

1.       The Project

         The project is a Sino-Foreign  joint venture between Avic  Technologies
Ltd. of  Montreal,  Canada and a local  Chinese  party to establish a fiberglass
window frame  manufacturing  facility in Guangdong,  China.  The project will be
carried  out in two  phases.  In the first  phase,  this  project is to have one
production line and a second production line will be added in the second phase.

         The Guangdong  province is located in southern  China just next to Hong
Kong.  It is one of the most  prosperous  provinces  in  China  and has the most
Sino-Foreign joint ventures.  The Chinese government has been designated a first
special economic zone with preferential tax treatment in China in Guangdong. The
province of Guangdong has a population of approximately 70 millions.

2.       Scope of Work

         The scope of work included in this  proposal is generally  comprised of
carrying out a survey and  evaluation  of  fiberglass  window  frame  pultruding
equipment in China and North America,  a survey and evaluation of the fiberglass
window market in the China, and providing  assistance in the project development
in China.

2.1      Surveys and Evaluation of Fiberglass Window Frame Pultruding Equipment

         In recent years,  pultruded  fiberglass has been  experiencing more and
more acceptance in North American and around the world as a framing  material in
the  fenestration  industry.  The growth in fiberglass  materials in the USA and
Canada  is  expected  to grow at more  than  double  the rate of  growth  of the
fenestration industry as a whole.

         These  characteristics  make pultruded material  attractive for use not
only as a single window framing  material,  but also in  combination  with other
traditional materials such as wood, PVC, and aluminum.  These designs allow full
utilization  of the  specific  advantages  of various  materials,  resulting  in
significant  improved  windows,  which feature  unique  qualities  that would be
impossible to obtain with a single material.

         The strength of  dimensional  stability of  pultruded  fiberglass  also
exhibits warp free material.  Test has shown under identical loading  conditions
the door with a pultruded core experiences about 80 percent less deflection than
a comparable solid wood door. With the technology  available to make the complex
thin wall shapes required in window frames, pultruded material has many inherent
properties that make it desirable as a framing material.

         Fiberglass  pultruding  machines had first  appeared in the mid 1990's.
Presently,  there are both domestic made and foreign made pultruding machines in
China.  The foreign  made  machines are  generally of higher  quality and have a
higher production capacity.

         In this part of the  assignment,  a survey of the  availability  and an
evaluation  of the quality and cost of  fiberglass  window  frame  manufacturing
machine  in both China and North  America  will be  carried  out.  The work will
include,  contacting  various  manufacturers  in both  China and North  America,

<PAGE>

visiting some selected  manufacturers,  and evaluating the production  capacity,
quality and cost of equipment available.  A trip to China will be taken to carry
out these tasks.

         A trip in North  America  will  also be taken to visit  North  American
pultruding equipment manufacturers.  Pultruding equipment from companies such as
Omniglass Ltd., Magnum Tech Machinery Inc. and Fiberflex Inc. will be evaluated.

2.2 Surveys and Evaluation of Fiberglass Window Frame Market in China

         Fiberglass  window frame is the latest  product in the evolution of the
window frame industry in China.  The Chinese  government is currently  promoting
its use because of its high insulation efficiency.

         Due to the  enforcement  of the  forestry  conservation  policy in many
areas in China,  use of wooden windows is  prohibited.  The use of steel windows
has been gradually  discontinued  because of their poor  functionality  and poor
insulation level. Aluminum windows have also many .

         Fiberglass  window has been  recently  introduced  in China.  It is the
latest  generation  of window in China.  In  comparison to plastic steel window,
fiberglass  window is  stronger,  has a lower  expansion  co-efficient,  is heat
resistant  and is easy to clean.  It  doesn't  require  steel  reinforcement  as
plastic window.  Its cost is competitive to that of plastic steel window.  It is
expected  that the use of  fiberglass  window will grow rapidly in the future in
China  as  China  introduces  more  and  more  stringent   energy   conservation
regulations.  It recently  introduced  guidelines  that require the reduction of
energy consumption of housing by up to 50% within the next few years.

         In rural  areas,  wooden  windows  are still  used.  However,  with the
economic  development and the increase in wealth among the farmers, and with the
enforcement of forestry  conservation policy, many rural areas have begun to use
more modern windows, such as plastic steel and fiberglass windows.

         With a population of over 12 billion and a rapid growth in its building
industry,  China has an enormous market for building products,  particularly for
door and window frames.  In the past ten years,  there have been over 10 billion
square meters of completed  building  construction,  consuming  over 1.3 billion
square meters of door and window  frames.  In 1995, 1.2 billion square meters of
residential  housing were completed in China,  requiring over 180 million square
meters of door and window frames.

         In 1996, the completed floor area of all types of construction in China
was approximately 1.625 billion square meters, of which about 750 million square
meters were for  construction  in the urban  areas and about 875 million  square
meters  for   construction   in  the  rural  areas.   For  the  area  completed,
approximately 1.225 billion square meters were for residential purposes.

         Based on the current  industry norm,  about 0.20 square meter of window
would  be  required  for  every  square  meter of  building  and  housing  floor
completed. This implies that the total annual consumption of windows in China is
over of 300  million  square  meters.  As a result,  China has a huge market for
windows.

         Besides  requiring  over 300 million  square  meters of windows for new
construction  in  China,  there  is  also a  growing  demand  of  window  in the
renovation market as more and more consumers wanting to renovate their homes. It
is  estimated  that the  total  window  market  for both new  constructions  and
renovations in China is over 500 million  square  meters.  This means the demand
for window frame materials,  which include wood,  steel,  aluminum,  plastic and

<PAGE>

fiberglass  windows.  It is also  expected  that with its  superior  quality and
competitive pricing, fiberglass window will replace plastic window in the future
as the main window product in China.

         In this part of the  assignment,  trip to China will be taken to survey
and evaluate the market.  This will include  contacting  various  institutes and
companies in the building material industry,  obtaining relevant information for
this industry, and inspect various building sites.

2.3 Assistance in Project Development

         Since the late 1970's,  China started to allow foreign  investors  into
China by way of the  establishment of Sino-Foreign  joint ventures.  Since then,
many joint ventures have been established in China. As it is common knowledge in
North  America,  developing  joint  venture  in China is a  rather  complex  and
challenging  affair. The regulations and policies  governing  Sino-Foreign joint
ventures are constantly being changed by the Chinese government.  In some of the
backward areas, even basic regulations and policies are even not being followed.
Doing  business in China  depends a lot of personal  contact and  relation.  Our
company has spent the last few years in cultivating these relations with various
contacts in both the private and government sectors in China.

         In assisting the development of this fiberglass window frame project in
China,  our company will  contact  various  authorities  and  institutes  in the
building  material  industry to source potential  partners and suitable location
for the joint venture. As well, we will do the necessary diligence in evaluating
the potential partner, the location proposed,  and the competitions in the area.
In  addition if  required,  we will assist the joint  venture in  obtaining  the
necessary regulatory approvals and permits.

3.       The company

         A. Chan & Associates  Inc. was established in the early 1990's with the
focus of  seeking  and  developing  opportunities  in  China's  rapidly  growing
construction  and building  material  industries.  The  Company's  principal and
associates are highly skilled and experienced professionals,  some of which have
many  years of  experience  in doing  business  in  China.  The  team's  working
experience  in China dates back the late 1970's  when China first  adopted  laws
allowing  foreign  investment.  Through its established  network of contacts the
Company

         In  carrying  this  assignment,  the  principal  of  our  company  will
personally  dedicated a substantial  amount of his time in carrying out tasks as
outlined in this proposal.  This includes travel to China to survey and evaluate
the Chinese window frame market and the supply of pultruding equipment in China.

4.       Fee

         This fee for  completing the scope of work as outlined in this proposal
is $38,800.00US,  including time and expenses. It is expected that two trip will
be required.  One is going to China and is to be taken  within North  America in
visiting equipment manufacturers. The breakdown of the fee is as follows:

         Professional fee (time):           $30,000.00US
         Travel and other expenses:         $ 8,800.00US

                                            ------------

                  Total:                    $38,800.00US



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