Construction Contract (English translation), between Hongri (Fujian) Sporting Goods Co., Ltd. and Anqing City Zhong Fang Architectural Installment Engineering Company, dated November 20, 2010

General Information of the Project

Project Name: Hongri (Fujian) Sporting Goods Co., Ltd. Taihu County Economic Development Industry Zone.

Project Location: Longshan Road Economic Development District Taihu County

Project Content: General contraction of the construction

The list of projects contracted by contractor (Schedule 1) shall be attached, if the project is a group project.

Project Approval No.:_____________________

Fund Resource: self founded

Project Scope

Project Scope: shall carry out the construction according to the designed blueprint.

Project Period

Commencement Date: prior to December 31, 2010

Completion Date: December 31, 2012

The total calendar days of the project period is 730 days.

Quality Standards

The quality standards of the project is qualified.

Contract Price

The relevant terms in this Agreement shall have the same definition as those respectively defined in the General Articles as the Part II of the Contract.

The contractor promises to the employer that he shall carry out and complete all of the construction works according to the Contract and will undertake the responsibility of quality warranty for the project within the quality warranty period.

The employer promises to the contractor that he shall pay contract price and other payable amounts to the contractor according to the payment terms and methods as agreed in the Contract.

Effectiveness of the Contract

The Contract is signed on: December 20, 2010

The Contract is signed at: Economic Development Zone of Taihu County.

Definitions

General Articles: They are made according to laws, regulations and requirements of the project construction, usually are used as the terms of project construction.

Particular Articles: They are made by employer and contractor according to laws, administrative regulations, based on the factual requirements of the project, employer and contractor negotiate to an agreement on the articles, they are specific, supplement and amendment articles to general articles.

The Employer: The party as specified in the Agreement which is qualified to be the project employer and is able to pay the contract price, and the legal successor to the title of the party.

The Contractor: The Party as specified in the Agreement that is qualified for contracting construction project and it accepted by the Employer, and the legal successor to the title of the party.

The Project Manager: The representative as appointed by the contractor to be responsible for the construction management and performance of the contract.

The Designer: The company entrusted by the Employer to be responsible for the design of this Project, who has obtained the relevant qualification certificate for project design.

The Supervisor: The Company entrusted by the Employer to be responsible for the supervision of this Project, who has obtained the relevant qualification certificate for project supervision.

The Engineers: The general supervision engineer appointed by the Supervisor and representative who will be responsible for the performance of the Contract appointed by Employer, Their identity and authority will be specified by the Employer and the Contractor in the Particular Articles of the Contract.

The Project Price Governing Authority: The relevant department of the State Council, the construction administrative departments of the local government at or above the county level or the project price governing institute as authorized by the above mentioned departments.

The Project: The project within the construction scope agreed in this agreement by the Employer and the Contractor.

The Contract Price: The amount specified in this Agreement by both Parties that the Employer shall pay to the Contractor provided that the Contractor has completed all the works within the contract scope and undertaken the responsibility of quality warranty.

The Additional Contract Price: In case the Contract Price needs to be increased during the performance of the Contract, the increasing part shall be calculated according to the method agreed by both Parties after the confirmation and approval of the Employer.

Expenses: The economic expenditure excluded in the Contract Price and to be born by either the Employer or by the Contractor.

Project Period: The contracting days that are specified in the Agreement by both Parties and are calculated as per calendar days (including all weekends and statutory holidays).

The Commencement Date: The date on which the Contractor commences the construction hereunder as specified in the agreement.

The Completion Date: The absolute or relative date on which the Contractor completes the works under the contract scope as specified in the agreement.

The Drawings: Any and all the drawings satisfactory to the construction requirements of the Contractor (including accessorial instructions and related materials), which are presented by the Employer or presented by Contractor and Approved by Employer.

The Site: The site provided by the Employer for the purpose of executing the Project and any other place specified by the Employer in the Drawings for the purpose of executing the Project.

In writing or written: The form where the contents it carries can be tangibly represented, such as agreements, letters and digital documents (including telegrams, telexes, facsimiles, electronic data interchange and e-mails), etc.

Liability for Breach: The liability to be taken by either Party who fails to fulfill the contractual duties or fails to perform its contractual duties in compliance with the Contract.

Claim: The claim against the other Party for economic compensation and/or extending the Project Period for the actual losses that are caused not due to his fault, but due to a reason attributable to the other Party during the performance of this Contract.

Force Majeure: Any objective situation that is unforeseeable, unavoidable or unconquerable.

Hour or Day: in the Contract, where a period is specified to be calculated by hour, the period shall be calculated from the effective commencement of the event (the break time shall not be deducted); where a period is specified to be calculated by day, the day of commencement shall not be included, and the calculation shall start from the following day. Where the final day of a time limit falls on a public holiday or other statutory holidays, the day after the holiday shall be deemed to be the final day of the time limit, but this shall not apply to the case of Completion Date. Closing time for the final day of a time limit shall be midnight 24:00.

Contract Documents and Interpretation Priority

The documents of the Contract shall be taken as mutually explanatory and interpretable of one another. The priority for interpretation shall be as follows:

Any written agreements and documents regarding the negotiation and amendment of the project shall be deemed as the components of the Contract.

If there is any ambiguity or inconsistency in the Contract Documents, it is shall be settled through negotiation between Employer and Contractor without impact of the normal progress of the Project. Both parties may also submit the ambiguity or inconsistency to the engineer who is responsible for the supervision to interpret. If both parties fails to reach an agreement or do not agree submit the submit the ambiguity or inconsistency to the engineer to interpret, then the interpretation of the ambiguity or inconsistency shall be settled according to the Article 37 in the General Articles regarding disputes settlement.

Language and Applicable Laws, Standards and Specifications.

Language

The Contract Documents shall be written, explained and interpreted in Chinese. In case of contract documents are requested to be written more than 2 kinds of language (including 2 languages) in the Particular Articles, Chinese shall be the standard language to interpret and explain the Contract.

In the minority area, both parties may agree use minority language to write, explain and interpret the Contract.

Applicable Laws and Regulations

The Contract Documents shall be governed by state laws and administrative regulations. The laws and administrative regulations need to be explicit states shall be specified in the Particular Articles by both parties.

Applicable Standards and Specifications

Both Parties shall specify the names of the applicable national standards and specifications in the Particular Articles; if there are no national standards and specifications but industry standards and specifications, the parties shall specify the names of the applicable industry standards and specifications; if there are no national and industry standards and specifications, the parties shall specify the name of the local standards and specifications to be applied where the project is located. The Employer shall provide the Contractor with two sets of agreed standards and specifications according to the Particular Articles.

In case there are no relevant standards and specifications in the domestic, the Employer shall give the construction requirements to the Contractor according to the time limit specified in the Particular Articles, Contractor shall provide the construction process within the specified time and requirements, and then execute the process upon the recognition of Employer. In case Employer requests apply the foreign standards and specifications, the Employer shall provide Chinese version of the foreign standards and specifications.

All the Expenses for purchasing and translating the standards and specification or making out construction process shall be borne by the Employer.

The Engineers shall have no rights to terminate any of the Contractor's rights or obligations as agreed in the Contract, unless otherwise stipulated clearly in this Contract or approved by the Employer.

In case the supervision not applied, the Engineers under the Contract shall exclusive mean the representatives appointed by Employer to the Site to perform the Contract, and their authorities shall be specified in the Particular Articles by Employer.

Appointment and Instruction of the Engineers

Engineers may appoint the engineer representatives to perform the Engineers authorities agreed in the Contract, and may withdraw the appointment when it is necessary. The appointment and withdrawing shall be noticed to Contractor in the written form in 7 days advance. The Engineers who are responsible for the supervision shall notice the Employer with the appointment and withdrawing. appointment and withdrawing notices shall be the attachments of the Contract.

Any written documents sent to Contractor by the engineers’ representatives within the authorized scope of Engineers shall have the same force as the documents sent by Engineers. If the Contractor has any questions on the documents sent by engineers’ representatives, the Contractor may submit the documents to Engineers, the Engineers shall confirm. If there is mistake on the instruction sent by engineers’ representatives, Engineers shall collect it.

Except Engineers or engineers’ representatives, other personnel appointed to the Site by Employer shall have right to send instruction.

The instruction or notice from the Engineers shall be signed by the Engineers and sent to the Project Manager in writing, and shall be valid at the time when the Project Manager signs his personal signature and writes the receiving time on it. When necessary, the Engineers can make an oral instruction, which shall be confirmed in writing within 48 hours thereafter, and the Contractor shall implement the instruction. If the Engineers cannot provide his writing confirmation in a timely manner, the Contractor shall require the confirmation in writing within 7 days after the Engineers give the oral instruction. The oral instruction will be deemed as confirmed if the Engineers fail to reply within 48 hours after the Contractor submits a request for confirmation.

The Engineers shall provide the instruction approval required to Contractor and perform other duties timely as agreed in the Contract. If the Engineers fail to perform duties according to the Contract and result in delay of Project Period, the Employer shall be liable for payment of additional Project Price, and compensation of the Contractor’s actual loss and extending the delayed Project Period.

If there is need to replace the Engineers, the Employer shall notify Contractor in writing at least 7 days in advance on such replacement, The successor shall continue to exercise and perform the predecessor's rights and obligations as set out in the Contract.

Project Manager

The name and title of Project Manager shall be specified in the Particular Articles.

A notice, request or demand issued by the Contractor according to this Contract shall be made in writing, signed by the Project Manager and delivered to the Engineers, and such notice, request and demand will only be valid after the Engineers sign their respective names and the receiving time on the return of the notice.

Project Manager shall organize the construction work in accordance with the construction organization design (the construction plan) confirmed by the Employer and the instructions given by the Engineers and/or the Employer's Representative according to this Contract. In case of emergency and when the Engineers and the Employer's Representative are not available, the Project Manager shall take emergency measures to ensure the safety of the workers, the properties and the Project, and submit a report to the Engineers and the Employer's Representative within 48 hours after such measures are taken. If the Employer or a third party is responsible for the occurrence of the emergency, the loss suffered by the Contractor shall be borne by the Employer, and the Project Period will be postponed accordingly. If the Contractor is responsible for the emergency, he shall bear the Expenses and the Project Period will not be postponed.

If the Contractor needs to replace the Project Manager, the Contractor must notify in writing to the Employer at least 7 days in advance about the replacement and such replacement shall be approved by the Employer. The successor shall continue to exercise and perform the predecessor's rights and obligations as set out in the Contract.

The Employer may negotiate with Contractor to the replace the Project Manager deemed as incompetent by the Employer.

Works to be done by the Employer

Upon the request of the Employer, the Contractor must deal with part of or all the work stated in Article 8.1 for the Employer, and the related Expenses will be borne by the Employer, but the labor costs of the Contractor shall be borne by the Contractor.

If Employer fails to perform part of or all the duties stated in Article 8.1 and result in delaying of the Project Period or losses to Contractor, the Employer shall be liable for relevant losses of Contractor and postpone the delayed Project Period.

Works to be done by the Contractor

The Contractor shall complete the following works according to the contents and time limited specified in the Particular Articles:

Commencement and Commencement Deferral

The Contractor shall commence construction on the Commencement Date as agreed in the Agreement. If the Contractor cannot commence on time, the Contractor shall submit to the Engineers and the Employer's Representative requirement in writing for deferring the commencement with the necessary reasons not later than 7 days before the Commencement Date as set out in the Agreement. The Engineers shall response Contractor in writing within 48 hours after Engineers receive the application of commencement deferral. If the Engineers fails to response Contractor in writing within 48 hours after Engineers receive the application of commencement deferral, the it would be deemed as the approval of the commencement deferral, the Project Period can be extended accordingly. If the Engineers deny on the requirement on deferring the commencement or the Contractor fails to submit the requirement within the prescribed time limit, the Project Period cannot be extended.

If the commencement date agreed in the Agreement deferred due to the Employer’s reason, the Engineers shall notify the Contractor in writing to postpone the commencement date. The Employer shall indemnify the losses of Contractor arising out of commencement deferral, and extend the Project Period accordingly.

Suspension of Construction

If the Engineer deems necessary, he may require the Contractor for project suspension in writing, and shall within48 hours thereafter, provide a written statement of opinion. The Contractor shall suspend the construction and properly protect the completed constructions according to the requirement of the Engineer. The Contractor can submit in writing an application for resuming the construction after he has implemented the instruction of the Engineer, and the Engineer shall reply to such application within 48 hours. The Contractor can resume the construction work, if the Engineer fails to provide the written statement of opinion within the above-mentioned time limit, or fails to reply within 48 hours after receiving the resuming application from the Contractor. If the suspension is due to reasons attributable to the Employer, the Employer shall assume the Additional Contract Price arising out thereof and the Project Period shall be extended accordingly; If the suspension is due to reasons attributable to the Contractor, the Expenses arising out there of shall be assumed by the Contractor and the Project Period shall not be extended.

Delay in Project Period

The Project Period can be postponed after confirmed by the Engineer if one or several of the following matters causes the delay:

Within 14 days after the occurrence of the above situations in Article 13.1, the Contractor shall submit to the Engineer a deferral report regarding the content of the delay. After receiving the report, Engineer shall give confirmation within 14 days, if he fails to confirm or give the modification opinion, it would be deemed Engineer approval on the extending of the Project Period.

Completion of the Project

The Contractor shall complete the Project on the Completion Date as set out in the Agreement or the postponed date as agreed Engineers.

The Contractor shall undertake the liability for breach if he cannot complete the Project on the Completion Date as set out in the Agreement or the postponed date as agreed by the Engineers due to reasons attributable to himself.

During the construction, if the Employer requests to complete the Project ahead of the schedule, the Employer and the Contractor shall sign an early completion contract after negotiation, which will be as part of this Contract. The early completion contract shall include the Contractor's measures to ensure quality and safety of the Project and the conditions offered by the Employer for the early completion and Additional Contract Price required for the early completion.

When the Project is ready to be concealed, or has reached the point for intermediate inspection stipulated in the Particular Articles, the Contractor shall conduct the self-examination, and then notify the Engineers in writing to inspect 48 hours before the concealing and the intermediate inspection. The Contractor's notice shall include the content, time and venue of the concealing and the intermediate inspection. The Contractor shall prepare the inspection record. Only after the inspection is passed and the Engineers signs on the record, can the Contractor proceed with the concealing and construction. If the inspection fails to be passed, the Contractor shall modify the Project within the time limit set forth by the Engineers and then put it into re-inspection.

Either Engineer shall send a notice for postponement to the Contractor in writing 24 hours before the inspection if he cannot carry out inspection on time, and the postponement cannot exceed 48 hours. If the Engineer fails to submit the postponement within above time limit and doesn’t conduct the inspection, the Contractor may organize the inspection by himself, the Engineer shall recognize the inspection record.

Upon the inspection of Engineer, if the project quality meets the standards, specifications and requirements of design drawings, after the 24 hours of inspection, if the Engineer fails to sign on the inspection record, it would be deemed that the inspection record has been signed by the Engineer, and the Contractor may proceed with the concealing and construction.

Re-inspection

No matter whether the Engineers have conducted an inspection, whenever they request a re-inspection of the concealed part, the Contractor shall separate such part or dig holes as required, and re-conceal or repair such part after the re- inspection, If the inspection shows the construction satisfactory and the Contractor has performed the obligation of notification in accordance with the Contract, the Employer shall bear all the Additional Contract Price entailed therefrom and extend the Project Period accordingly. If the inspection shows the construction unsatisfactory, the Contractor shall bear all Expenses entailed therefrom, and the Project Period shall not be extended.

Trial Run

If it is agreed to execute the trial run, the scope of the trial run must be in strict compliance with the installment scope contracted by the Contractor.

When in the course of production equipment installation, a single machine is ready for trial run without any load, the Contractor shall organize a trial run, and shall notify the Engineer in writing of such trial run 48 hours in advance. The notice shall include the content, time and place of the trial run. The Contractor shall prepare the record of the trial run, and the Employer shall provide the necessary conditions for the trial run according to the Contractor's requirements. If the trial run meets the standards, the Employer's Representative shall sign on the record of the trial run.

The Contractor shall notify the Engineer the adjustment reason and amount in writing within 14 days after the occurrence of the facts in Article 23.3, the adjusted amount confirmed by the Engineer shall be deemed as the Contract Price, and be paid with the Project Price at the same time. If the Engineer fails to confirm or offer modification opinion within 14 days after he receives the notice, then would be deemed that the adjustment is approved the Engineer.

The Project Payment in Advance

If the project payment in advance applied, both parties shall specify the time limit and amount of the payment which is made by Employer to Contractor in Particular Articles, the payment in advance will be deducted by Employer in turn according to the agreed time and percent. The payment in advance shall be made within 7 days prior to the Commencement Date as agreed. If Employer fails to make the payment in advance as agreed in the Particular Articles, the Contractor may notify the Employer to pay the payment in advance after 7 days of the agreed payment time, if the Employer still fails to made the payment after receiving the notice, the Contractor may cease the construction after 7 days of notice, the Employer shall pay the loan interest of the payable amount to the Contractor from the agreed payment time, and bear the liability of breach.

Confirmation of the Project's Quantity

The Contractor shall present to the Engineers a report with respect to the completed quantity of the Project according to the time limit as agreed in the Particular Articles. The Engineers shall verify the quantity of the completed work according to the Drawings (hereinafter referred to as Quantity Verification) within 7 days after receipt of the report, and notify the Contractor within 24 hours; the Contractor shall provide convenience for Quantity Verification and assign staff to participate in Quantity Verification. If the Contractor does not participate in Quantity Verification after receiving the notice, the result of the Quantity Verification come into effect and be the basis of the payment of the Project Price.

If the Engineers fails to conduct the Quantity Verification within 7 days after receiving the Contractor's report, the quantity listed in the report will be deemed as approved and as the basis of the payment of the Project Price from the eighth day of receiving of report . The verification result will not come into effect if the Engineers does not notify the Contractor at the time as agreed upon which results in the Contractor's failure of participating in Quantity Verification.

The Contractor shall not change the original design and the schedule or order of the construction work of the Project during the execution of the Project. Any Expenses and the Employer's any losses incurred as a result of the Contractor's unauthorized change as the above shall be borne by the Contractor, and the delayed Project Period will not be extended.

Any rational proposal proposed by the Contractor during the execution of the Project shall be approved by the Engineers if it involves a change in the design drawing, the construction organization plan and the substitution of materials or equipment. If changes or substitutions are made without the approval of the Engineers, the Employer shall have the right to request corrections to be made by the Contractor according to the Contract. The Contractor shall be liable for the Expenses entailed therefrom and shall compensate the Employer for relevant losses, and the delayed Project Period shall not be extended.

If the Engineer agrees to adopt the rational proposal, the Employer and the Contractor shall agree to bear or share the expenses and beneficial respectively.

Other Modifications

If the Employer requires any modification to the quality standard of the Project or other essential changes occur during the course of performing the Contract, the Parties shall negotiate an agreement on the modifications.

Confirmation of Changes in the Contract Price

Within 14 days after the changes of the Project are decided, the Contractor shall provide a report on changing the Contract Price, and after confirmation by the Engineers and negotiation with the Employer, adjustment shall be made to the Contract Price. The Contract Price shall be adjusted according to following methods:

If the Employer fails to organize the inspection within 28 days after he receives the report on inspection for completion, or fails to grant approval or put forward suggestions on modifications within 14 days after the inspection, the inspection report shall be deemed as recognized.\

If the inspection for completion is passed, the date that the Contractor delivers the inspection for completion report will be deemed as the actual Completion Date. If the inspection for completion is passed upon the amendment upon the Employer’s requirement, the date when the Employer submit Project for inspection upon the amendment shall be deemed as the actual Completion Date.

If the Employer fails to organize the inspection within 28 days after he receives the report on inspection for completion, he shall be liable for safekeeping and all accidental liabilities from the following day.

The scope and time of the intermediate completion of the project shall be specified in the Particular Articles by both parties, the inspection process shall be handled according to the Article 32.1 and Article 32.4.

For special reason, the Employer requires the units or parts of the project completed by punch, the both parties shall sign a separated agreement to specify the obligations and payment term.

If the Project has not been inspected for completion or the inspection for completion is not passed, the Employer shall not use the Project; if the Employer insists on using the Project, the Employer shall bear quality liability and other liabilities.

Settlement

The Contractor shall submit to the Employer a completion settlement report and a full set of settlement materials within 28 days after the report on inspection for completion is recognized by Employer, both parties shall adjust the contents and conduct the settlement according to the Contract Price as agreed in the Agreement and Particular Articles.

Within 28 days after receiving the completion settlement report and settlement materials submitted by the Contractor, the Employer shall exam them and grant approval or put forward modification opinions. When the completion settlement report is approved by the Employer, the Employer shall notify the bank to make the payment of the Contract Price to the Contractor in accordance with the payment schedule, the Contractor shall deliver the Project to Employer within 14 days after receiving the completion settlement payment.

If the Employer fails to pay the completion settlement payment within 28 days after he receives the completion settlement report and settlement materials, the Employer shall pay the Contractor the interest of unpaid Project Price at the bank loan rate at the same time from the following day, and shall be liable for the breach.

If the Employer fails to pay the completion settlement payment within 28 days after he receives the completion settlement report and settlement materials, the Contractor may require the Employer to pay the completion settlement payment. If the Employer fails to pay the completion settlement payment within 56 days after he receives the completion settlement report and settlement materials, the Contractor may negotiate with Employer to discount the Project Price, and the Contractor may apply to the people’s court to auction the Project according to law, and the Contractor has the priority right to claim of the discounted Project Price and auctioned price of the Project.

If the Contractor fails to submit the completion settlement report and settlement materials within 28 days after the report recognized by Employer, which render the project completion settlement can not be proceed normally or the project completion settlement can not be paid timely, the Contractor shall deliver the Project under the Employer’s requirement. If the Employer does not require to deliver the Project, the Contractor shall be liable for safekeeping.

If there is dispute on project completion settlement payment between Contractor and Employer, the disputes shall be settled according to the Article 37.

Quality Warranty

During the quality warranty period, the Contractor shall undertake the quality warranty responsibility for the Project delivered for the Employer's use in accordance with the laws, administrative regulations or relevant provisions of the State regarding project quality warranty.

Implementation of the quality warranty work. The Contractor shall sign a quality warranty letter with the Employer before the project completion inspection, which shall be one of the annexes to the Contract (Schedule 3).

The main provisions of the quality warranty work include:

Claim

Except otherwise agreed in writing by the Parties hereto, when one Party claims compensation from the other Party, it shall have justifiable reasons for such claim and valid evidence of the occurrence of the event results in such claim.

If the Employer fails to perform its obligations in the way as agreed on hereunder, or any mistakes or other things for which the Employer shall assume liability occur, resulting in any delay of the Project Period and/or the Contractor's failure to receive the Contract Price in a timely fashion or other economic losses of the Contractor, the Contractor may claim compensation from the Employer in writing according to the following procedure:

If the Contractor fails to perform his obligations or makes mistakes, resulting in the Employer's economic losses, the Employer can claim the Contractor for compensation according to Article 36.2.

Dispute

If a dispute between both Parties occurs during the performance of the Contract, they shall negotiate to settle such dispute or submit the disputes to relevant governing authority for mediation. In case of unwilling of negotiation or mediation, failure of negotiation or mediation, both Parties may settle such dispute in any of the following ways:

The Force Majeure includes explosion and fire explosion caused by war, riot, falling of flying objects or other reasons not attributable to the Employer or the Contractor, and agreed natural disasters (such as storm, snow, flood, earthquake and etc.).

Upon the occurrence of an event of Force Majeure, the Contractor shall immediately notify the Engineers and the Employer's Representative, and to the extent as possible as much, promptly take the measures to minimize the losses. The Employer shall provide assistance to the Contractor's measures. Within 48 hours after the event is over, the Contractor shall report to the Employer for the losses and casualties and the estimated Expenses for cleaning and repairing. If the event continues, the Contractor shall report to the Employer for the casualties every seven days and within 14 days after the event is over, the Contractor must provide the Engineers and the Employer's Representative with a final report on the Expenses for cleaning and repairing and the relevant materials.

The Expenses and the delayed Project Period caused by the Force Majeure events shall be afforded by the Parties respectively in accordance with the following methods:

The Employer shall afford the Expenses resulting from the damage to the Project itself, personal injury and property damages of third person and the damages to materials used for the construction and equipments prepared to be installed which are delivered to the Site;

Each Party shall be responsible for the personal injury of its own personnel and bear the relevant Expenses;

The Contractor shall bear the losses and damages to his own equipment and machinery and the work stoppage arising therefrom;

The Employer shall bear the Expenses of the necessary management and security personnel assigned by the Contractor to remain on the Site at request of the Engineers during the suspension of the Project;

The Employer shall bear the cost of cleaning and repairing of the Project;

The delayed Project Period shall be extended accordingly.

39.4 If the Force Majeure event happens after one Party delays performing the Contract, the late performing Party will not be released of the relevant liabilities.

Prior to the Commencement of this Construction, the Employer shall purchase insurance to cover the lives and properties of the its own and the third party’s on site working personnel at its own cost.

The Employer shall purchase the insurance to cover the material to be used and equipment to be installed, both of which will transport to the Construction Site, at its own cost.

The Employer can entrust the Contractor to conduct the insurance on behalf of the Employer at the Employer’s cost.

The Contractor must at its own cost, purchase the accident insurance for its employees who undertake the dangerous work, and the insurance to cover the lives and properties of its own on site working personnel and the equipment or device which will be utilized in the process of the Construction.

In the event that an accident occurred, the Employer and the Contractor shall the obligation to take necessary measure to prevent or decline the loss might be caused.

The detail content and related responsibility in connection with insurance will be specified in the Special Articles.

Guarantee

For the purpose of full performance of this Contract, the Employer and the Contractor shall mutually provide guarantee as following:

The Employer shall guarantee to fully perform this Contract and to pay the Construction Payment as set forth in this Contract and otherwise;

The Contractor shall guarantee to perform its obligations under this Contract.

Once default incurred by one party, the other can claim against the third party who provide the guarantee to take corresponding responsibility.

The content, manner and corresponding responsibility in connection with the guarantee, except the articles under the Special Articles agreed between the parties, the guarantee and the guarantor shall execute guarantee contract as an appendix of this Contract.

Patents and Special techniques

If the Employer requires to use the patents or special techniques, it shall be responsible to the application of this patents or special techniques, and borne the expense in terms of the application, test and utilization. If the Contractor proposes to employ patents or special techniques, permit from the Engineer is necessary and the Contractor shall conduct the application formality with respect of the patent or special techniques, and borne the expense in terms of such application.

If one party unauthorized uses the patent belonged to the third party which incurs the infringement of this patent, such party shall borne the corresponding liability in accordance with the laws and regulations.

Relics and Underground Obstacles

If tumulus, ancient architectural ruins and other relics or fossils or other object which has value on the research of archeology and geology were found, the Contractor shall protect the site and issue a written notice to the Engineer within 4 hours, and then the Engineer shall report this matter to local relics management administration within 24 hours upon the receipt of the notice issued by the Contractor, while both the Employer and the Contractor will maintain and protect the site in a good manner as required by the relics management administration. The Employer will borne the expense caused under the foregoing situation and the extension of the Construction Period.

If the party conceal the discovery which lead to the destroy and devastation of the relics, such party shall borne the arising responsibility.

If any underground obstacles were found, which will adversely influence the Construction, the Contractor shall issue a written notice to the Engineer within 8 hours, at the meantime a scheme for dealing with such underground obstacles shall be proposed, and the Engineer will issue the opinion in connection with such scheme as to whether approve or revise it with in 24 hours upon the receipt of the notice and such scheme. The Employer will borne the expense caused under such situation and the extension of the Construction Period.

If the underground obstacles is belonged to any entity, the Employer shall request such entity to synergistically deal with such underground obstacles.

Release of This Contract

This Contract can be released after the negotiation between the parties.

Under the situation specified in the Article 26.4, with more than 56 days suspension of the Construction due to the Employer fail to pay the Construction Payment, the Contractor has the right to release this Contract.

Under the prohibited situation specified in the Article 38.2, which stipulated that the Contractor wholly subcontract the Construction to the third party, or separate this Construction to part and then subcontract such parts to other parties in the name of an employer. If such situation arise, the Employer has the right to release the Contract.

Under the following situation, both parties can release this Contract:

This Contract can not be performed due to the Force Majeure.

This Contract can not be performed due to the default of one party (including the suspension or delay of this Construction caused by the Employer).

If one party requires to release this Contract according to the Article 44.2, 44.3 or 44.4, such party shall issue a written notice to its counterparty for the purpose of releasing this Contract, and inform such counterparty such release 7 days prior to the issuance of the foregoing notice, and this Contract will be released upon the receipt of notice . If any dispute arises from such release, such dispute shall be resolved in accordance with Article 37 of General Articles.

Upon the release of this Contract, the Contractor shall protect and hand- over the completed construction, materials and equipments in a good manner, evacuate the Contractor’s personnel and uninstall its own equipment and device from the Construction Site per the Employer’s request. The Employer shall provide necessary condition for this evacuation and un-installment, pay the expense reasonable caused, and make the Construction Payment on a pro rata basis to the completed Construction as specified under the Contract. The materials and equipments which has already ordered shall be refunded or released by the party who ordered thereof, however the expense caused by material and equipment which can not be refunded or released shall be borne by the Employer, and any loss derived from untimely refunding or releasing shall be borne by the responsible party. Additionally, the default party shall indemnify the counterparty the loss caused by such release.

The release of this Contract will not influence the settlement articles and clearance articles agreed by the parties.

The Effectiveness and Termination of This Contract

The parties agree the manner for effectuating the Contract.

Excluding the Article 34 under the General Articles, this Contract will be terminated immediately upon the full performance of this Contract by both parties, settlement of the Construction Payment since the completion of the Construction and handing-over the completed Construction by Contractor to the Employer.

After the right and obligation of this Contract terminated, both parties shall comply with the good faith principle to perform the notice, assistance and confidentiality obligations.

Counterparts of This Contract

This Contract has two original counterparts which has the same validity and be held by the Employer and the Contractor, respectively.

The duplicates of this Contract will be specified under the Special Articles in accordance with the requirement of both parties.

Supplementary

After consistently negotiation, the parties can detail, supplement or modify this Contract under the Special Articles in accordance with related laws, regulations and the reality of the Construction.

The responsibility authorized by Employer:

The responsibility can be exercised upon the approval by Employer:

Engineer designated by Employer

If there is no supervision, the responsibility of the Engineer:

Project Manager

Task of Employer

The Employer shall complete the following task as per the time and requirement in light of the agreement the parties reached:

Guarantee

The Parties agreed that the guarantee is as following

Counterparts of This Contract

The Parties agreed that this Contract has two original counterpart and four duplicate counterpart which all have the same validity.

Supplementary Terms

The partition wall in each floor more or less changed, and the Construction will be executed in accordance with changed Project Drawings, while no fee will be further charged.

The installment of the water and electricity device will be executed as per the requirement of the Employer, while no fee will be further charged.

The concealed project will be executed in light of the Project Drawing, and the relevant expense has already contained in the total Construction Payment, while no fee will be further charged.

The Contractor can not intermediately suspend the Construction with out proper reasons. Otherwise any deferral in the Project Period will arose from such suspension will be compensate 5% of the Construction Payment as default penalty to the Employer.

The Period for basic project of groundwork and the major structure project is the reasonable using term specified under the design documentations of this Project;

The Period for roofing project, washroom with requirement for waterproof and antiseep of the room and the outside wall is 5 years