Land Consolidation and Development Agreement of the Galaxy Bay Project

1.

Party A is a legally established operating as a Wholly Owned Foreign Enterprise formed under the laws of the People’s Republic of China in Shenyang, Liaoning, PRC. Silverstrand International Holdings Company Limited (hereafter called “Silverstrand International”) holds 100% of Party A’s equity interest when this agreement is concluded. In addition, Party B is a Foreign Funded Enterprises established in China by Silverstrand International.

2.

On March 20, 2006, the Chessboard Mountain Tourism Development Board of the Shenyang City Planning and Land Resources Bureau signed a “National Land Use Right Transfer Contract” (No. 20060003) with Party A. The Bureau approved Party A to develop a residential project (including commercial development) with an area of 420,317 m(2) on a piece of land numbered QPS06-001 in the Chessboard Mountain Development Zone Qianling Community Xiaohenan. The project is hereinafter referred to the Galaxy Bay Project.

3.

Upon signing this agreement, Silverstrand International will sign an Equity Transfer Agreement – Jitian Property Company Limited (hereafter called the “Equity Transfer Agreement”) with Beijing Capital Land Limited ( hereafter called “Bj Capital”) and Reco Ziyang Pte Ltd (hereafter called “ Reco Ziyang”) in which Bj Capital and Reco Ziyang will purchase respectively 50% of Party A’s equity interest held by Silverstrand International. Party A will then be changed to a Sino-Foreign Joint-venture Company(hereafter called the “Joint-venture Company”). Upon completion of the aforesaid equity transfer, Party A will be called “Joint-venture Company” in this agreement. Upon signing the equity transfer agreement, Bj Capital and Reco Ziyang will increase Party A’s total investment capital from $29,000,000.00 to $79,000,000.00, and the registered capital from $20,000,000.00 to $ 40, 000,000.00, which Bj Capital and Reco Ziyang shall pay Party A’s registered capital of $20,000,000.00 respectively. While Silverstrand International has invested a registered capital of $1,399,970.00 for Party A, Bj Capital and Reco Ziyang shall invest $19,300,015.00 respectively as the registered capital to Party A upon the completion of the equity transfer.

4.

Party B will be responsible for the land consolidation and development of the Galaxy Bay Project such as “Three Supplies One Level” and formal “Seven Supplies One Level” as of the start of the project. As the principal party for development and construction of the project, the Joint-venture Company shall pay Party B the corresponding land consolidation fee.

Hereby, concerning the land consolidation and development of the Galaxy Bay Project’s construction land use, through negotiation, Party A and Party B have unanimously come to an agreement with following terms:

Location

Xiaohenan Qianling Community Chessboard Mountain Tourism Development Zone Shenyang Liaoning

Land Purpose

Residence and commerce

Size of Transferred Land

420,317m²

Years of Land Use Right Transfer

Residential land use of 70 years, commercial land use of 40years, counted upon the date of the conclusion of the national land use right transfer contract about this land

Project Name to be Constructed on the Land

the Galaxy Bay Project

Construction scale of Project

Total Size of Floor Area: 893,943.50 m²

2.1

Party B accepts the responsibility of urging the Chessboard Mountain Tourism Development Board of the Shenyang City Planning and Land Resources Bureau to sign the Supplement Agreement to the National Land Use Right Transfer Contract (No. 20060003, hereinafter called the “Transfer Contract”) with Party A as of November 30, 2006, in which the following contents should be covered; that the size of the transferred land of the Galaxy Bay Project is 471,350.21m(2), that the plot ratio is a minimum of 1.7, and that no additional amount of money will be paid by Party A after its payment in the sum of RMB 456,043,945.00¥ as the land price for the entire project as specified in the Confirmation Letter of Auction of the Galaxy Bay Project land use(document Shen Qi Jiao Zi20061).

2.2  

Party B guarantees to be responsible to complete the necessary applications for a new National Land Use Permit following the increase of land use size for the Galaxy Bay Project as of December 15, 2006, upon conclusion of the Supplement Agreement to the Transfer Contract as specified in Clause 2.1 of the agreement. Party A should pay the remaining unpaid balance of RMB 26,043,945.00¥of the total land price of RMB

456,043,945.00¥ of the Galaxy Bay Project; Party Party B will be responsible to obtain the new National Land Use Permit within 3 working days upon the completion of Party A’s payment in the aforesaid mentioned amount of the unpaid land price.

2.3

Party B accepts the responsibility for the completion of the planning adjustment procedures of the Galaxy Bay Project and obtaining the necessary Planning Permit for Land Use for construction purposes as of November 30, 2006. The specific adjustment index is as follows:

2.3.1

The plot ratio of the Galaxy Bay Project is increased from 1.6 to a 1.7 minimum.

2.3.2

The floor area of the Galaxy Bay Project is increased to minimum 801,295.357m².

2.4

Party B accepts responsibility to insure the construction area of the Galaxy Bay meets the standard of “Three Supplies One Level” as of November 30, 2006, pay any corresponding expenses accrued and all necessary equipment, material, construction and closing fees, etc., to the standard of the aforementioned “Three Supplies One Level”. Construction refers to:

2.4.1

Road Supply:Party B accepts the responsibility to construct and complete a two-way motorway, accessible within the building line of the Galaxy Bay Project.

2.4.2

Water Supply:Party B accepts the responsibility to meet the requirement of a temporary water supply for the Galaxy Bay Project (with piping a minimum of 50mm in diameter) connecting to the well and water meter within the building line of the construction area, with complete installment of the water meter, construction and inspection of the well and all related valves.

2.4.3

Electricity Supply: Party B accepts the responsibility to meet the requirement of temporary electricity supply for the purpose of construction with installment of the transformer, a low-voltage brake box at the exit port and the necessary outer lines, as of November 30, 2006.

2.4.4

Land Level:Party B accepts the responsibility to demolish the necessary buildings, remove and/or dismantle the aerial circuitries, remove or cut down the necessary trees needed to complete the construction area of the Galaxy Bay. The clearing the construction site of all above and below ground debris, waste materials, toxins etc. Party A will not be held responsible for the theft of sand from the construction site.M

2.5

Party B accepts responsibility to insure that the construction area of the Galaxy Bay Project meet the standards set forth in the “Seven Supplies One Level” as of November 30, 2007, and pay any of the necessary, corresponding fees (except Party C’s proportion specified in Clause 2.5 of the agreement) accrued, such as; finance fees, equipment and material fees, construction fees and closing fees, etc.. The standard of the aforementioned “Seven Supplies One Level” refers to:

2.5.1

Road Supply: Party B accepts responsibility to pave the road outside of the building line of the Galaxy Bay Project to meet the requirements of the Shenyang City Urban Planning Commission.

2.5.2

Communication, CATV and ADSL Supplies: Party B accepts the responsibility to bury and pave cables to the nearest connecting point within the building line of the Galaxy Bay Project and complete the construction of all necessary connections.

2.5.3

Water Supply: Party B accepts the responsibility to connect the water-supply piping to the general valve well, complete the installment of the valve, overseeing the completion of the well thus insuring the water supply. The construction standard and water-supply capacity of the aforementioned water-supply piping and well should be in accordance with the design specifications and corresponding provisions of the State as well as Shenyang City.

2.5.4

Gas Supply: Party B accepts the responsibility to connect the gas-supply piping to the pressure-adjustment station within the building line of the Galaxy Bay Project, and complete the construction and inspection, thus insuring that it is safe and in working order. Party A is to prepay the gas finance fee of RMB 1,600¥ for each household. The construction standard and gas-supply capacity of the aforementioned gas-supply piping and pressure-adjustment station should be in accordance with the design specifications and corresponding provisions of the State and Shenyang City.

2.5.5

Sewerage Discharge Supply: Party B accepts the responsibility to connect the sewerage-discharge piping to the necessary facility within the building line of the Galaxy Bay Project, complete the construction and inspection of the facility and provide facilities for sewerage discharge in accordance with the project scale. The construction standard and sewerage-discharge capacity of the aforementioned sewerage-discharge pipe and checking well should be in accordance with the design specifications and corresponding provisions of the State and Shenynag City. Party B also guarantees to coordinate with relevant government administration bureaus not to construct any sewage discharge facility to the south of the Newly Developed River or to the east of the Dongli Road.

2.5.6

Heat: Supply: Party B accepts the responsibility to connect the heat-supply pipeline to the heat-transformer station within the building line of the Galaxy Bay Project, complete the construction and inspection of the station and procedures associated with heat supply. Party A will pay the related heat-supply fee of a maximum RMB 70¥ per m2 of the floor area. The construction standard and heat-supply capacity of the aforementioned heat-supply pipeline and heat-transformer station should be in accordance with the design specifications and corresponding provisions of the State and Shenyang City.

2.5.7