Letter of Intent between Beijing Mianping Salt Lake Research Institute And Sterling Group Ventures, Inc. Regarding the development of Dangxiongcuo salt lake property at Nima county of Tibet of China

Exhibit 10.6

Letter of Intent between
Beijing Mianping Salt Lake Research Institute
And
Sterling Group Ventures, Inc.
Regarding the development of Dangxiongcuo salt lake property at Nima county of
Tibet of China

Party A: Beijing Mianping Salt Lake Research Institute (“Mianping”)
Party B: Sterling Group Ventures, Inc. (“Sterling”)

Based on mutual benefit, through friendly consultation, both parties have reached following letter of intent regarding the development of Dangxiongcuo salt lake property (“DXC Salt Lake”) at Nima county of Naqu district of Tibet, China:

     1. Parties
Beijing Mianping Salt Lake Research Institute (“Mianping”) is registered in Beijing of China. The legal address is 10-302 Xx. 0 Xxxxxxxx, Xx. 00 Garden; Minzu University Road South, Haidian District, Beijing. Tel: 000-0000-0000. Fax: 000-0000-0000. The legal representative is Xxxx Xxxxx. The title of Xxxx Xxxxx is chairman. Nationality is Chinese. His Chinese ID is 000000000000000000.

Sterling Group Ventures, Inc. (“Sterling”) is registered in Nevada of USA. The legal address is 000-000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, XX Xxxxxx X0X 0X0. The telephone number is 000-000-000-0000. The fax number is 000-000-000-0000. The legal representative is Xxxxx Xxxx. The title of Xxxxx Xxxx is President. The nationality is Canadian. His passport number is P CAN XX000000.

2. Both parties agree to set up a joint venture company (“Joint Venture”) in Tibet of China based on Sino-foreign joint venture enterprise law and related regulations through parent companies or their subsidiaries. The joint venture company is limited liability company. The liabilities of both parties are the amounts in registered capital contributed by both parties. Both parties will share the benefits, risks and losses according to the ownerships in the Joint Venture.

3. The Joint Venture shall conduct the development and operation of DXC Salt Lake Property in the areas that Party A has exploration permit (No. 5400000310026) and the areas that Party A is planning to apply the mining permits. The business ranges of the Joint Venture are comprehensive development of DXC Salt Lake lithium carbonate and borate etc, and purification and production of related products.

4. After this letter of intent is signed, Party B shall send its employees and consultants to visit the site and collect related information for the evaluation of this project. Based on evaluation, both parties shall discuss about the value or price of Party A’s exploration and mining permits, the value of Party A’s Technology for the production of lithium carbonate, and ownerships of future Joint Venture.

5. Party B shall pay its own cost for the evaluation of the project.

6. There are two copies of this letter of Intent. Each party holds one copy.

7. This letter of intent is signed in Beijing of China on July 11, 2005.

Party A:
Beijing Mianping Salt Lake Research Institute
10-302 Xx. 0 Xxxxxxxx, Xx. 00 Garden;
Minzu University Road South,
Haidian District, Beijing, China
Tel: 000-0000-0000
Fax: 000-0000-0000
Representative: Xxxx Xxxxx “Signed”
Date: July 11, 2005

Party B:
Sterling Group Ventures, Inc.
000-000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx X0X 0X0
Tel: 000-000-0000
Fax: 000-000-0000
Representative: Xxxxx Xxxx “Signed”
Date: July 11, 2005