JOINT DEVELOPMENT AGREEMENT

JOINT DEVELOPMENT AGREEMENT

This Agreement is signed between:

Whereas: To jointly develop a commercial and residential project in Nanjing Street, Heping District, Shenyang (the “Project”), Party A and Party B have agreed on the terms after negotiation based on a fair and mutual foundation stated as follows:

Article 1.     Project Profile

The Project is located at Nanjing Street, Heping District, Shenyang. To east, it can reach Nanjing North Street; to south, it can reach Bei Yi Road, to west, it can reach Nanning North Street, and to north, it can reach Taian Road.

The total land area of the Project is approximately 7,105 square meters, the total construction area of the Project is approximately 83,050 square meters (including above ground construction area: 71,050 square meters, and under ground construction area: 12,000 square meters). The building bulk ratio is 10. The Project is developed for both residential and commercial use (the final area of the land will prevail to the Land and Design Department).

Article 2.     Structure

2.1  Within 10 working days since this Agreement come to effect, both Party A and Party B shall together invest RMB 80,000,000.00 to found a real estate development co., ltd. (“Project Company”). Both Parties will begin operation and business under the name of the Project Company.

Article 3.     Founding the Project Company

3.1     Both Parties agree to invest together in Shenyang to found a real estate development co., ltd. (“Project Company”) according to the terms stated below within 10 working days since this Agreement come to effect.

3.2     The registered investment capital of the Project Company is RMB 80,000,000.00. including Party A’s investment of RMB 40,000,000.00 holding 50% of the share equity of the Project Company and Party B’s investment of RMB 40,000,000.00 holding the other 50% of the share equity of the Project Company. The registered capital shall be offered at one time within the investing period pursuant to the rule of Industrial and Commercial Bureau.

3.3     The Project Company sets its Board of Directors, and the Board of Directors is the highest power organ in the Company. The Board of Directors sets one Executive Director authorized by Party A and one supervisor authorized by Party B.

3.4     The Project Company is applied to the General Manager Titled system under the Board of Directors. The Company appoints one general Manger suggested by Party B and one financial supervisor suggested by Party A. The general manager and financial supervisor shall be appointed by the Board of Director.

3.5     The Project Company is applied to Com-managing Financial system. The employees in financial department except the financial supervisor shall be authorized by both parties and appointed by the Project Company.

3.6     The continuous investment capital (not including the registered capital) for the operation of the Project Company shall be transferred to the Project Company by both Parties according to the share ratio held (50:50) in the form of Shareholder’s Loan within the transferring period according to the decision of the Board of Directors.

3.7     The profits acquired from the Project Company by both Party A and Party B shall be divided according to the share ratio (50:50) held by either Party.

3.8     If the Project Company fails to acquire the entire effective property(Nanjing Street Land) from the auction, both Parties agree to dismiss the Project Company. Both Parties shall take its own investment in the Project Company and Shareholder’s loan (if any) back during the action stated above. If the Project Company has happened any profit or loss during this period, then both parties shall together undertake and share the profit or loss according to the share ratio held (50:50).

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Article 4.     Cooperative Requirement of Both Parties

4.1     Party A’s Obligation:

4.1.1  &nb