SHARE TRANSFER AGREEMENT

Party A is a limited liability company in good standing, legally registered in Hong Kong in accordance with the Hong Kong Business Registration Ordinance with the registration number 925524.

Party B is a citizen of P.R.C with complete capacity for civil rights and capacity for civil conduct with ID number 420923198206110028.

Party C is a Chinese company in good standing, legally registered in Shenyang China in accordance with Corporate Law of China with the registration code Qi Du Liao Shen Zong Zi No.11110372.

Target Company A is a limited liability company in good standing, legally registered in Hong Kong in accordance with the Hong Kong Business Registration Ordinance with the registration number 1100013.

Target Company B is a Chinese legal person in good standing, legally registered in Shenyang China in accordance with Corporate Law of China with the registration code

Party A is the only shareholder of Target Company A and holds its 100% shares.

Target Company B is the wholly foreign owned enterprise registered in Shenyang China by Target Company A that is the only shareholder of Target Company B and holds its 100% shares.

Target Company A won successful bid in public auction and obtained the land use right of 262,019.8 sq.m of state-owned land No.D40/D41/D45/D46 selected for mixed residential development with plan floor-area Ratio no more than 2.5 located in Hunnan New Zone central area. Target Company A designated Target Company B as the owner of land use right of state-owned lands No.D40/D41/D45/D46 located in Hunnan New Zone central area.

Party A agrees to transfer 100% shares of Target Company A held by it to Party B, and Party B agrees to accept it from Party A.

Party A agrees to transfer 100% shares of Target Company A held by it to Party B, which will make Party B hold 100% shares of Target Company B indirectly.

Party B has paid RMB 60,000,000.00 to Party C that is designated by Party A as deposit on Nov.2, 2007 which Party A has received on Nov.5,2007. Party A has confirmed the receipt of such deposit.

Party C presents Letter of Guarantee to Party B on Nov.3, 2007 and shall undertake irrevocable responsibilities of Share Transfer Agreement for Party A.

“Renminbi” and the sign “RMB” mean the lawful currency of the PRC.

“US Dollars” and the “USD” mean the lawful currency of the United States of America.

“Spot Quotation” means the average price quotation of RMB to USD stated by the People’s Bank of China on the transaction day.

“Consideration” means the amounts in RMB paid by Party B to Party A for shares, including the deposit paid by Party B to Party A.

“Shares” mean the contributed registered capital, movable and immovable property, tangible and intangible assets and obvious and potential shareholder earnings brought by overflow of Target Company A and B invested by Party A in accordance with the Law of Hong Kong and mainland.

“Transferred Shares” means the 100% shares of Target Company A and 100% shares of Target Company B, which shall be transferred to Party B by Party A according to the terms and conditions of this Agreement.

“Designated Person” means the transferee or registrant whom Party B designates to accept the shares of Target Company A and B in written consent.

“Modification Registration Day” means the day when Party A and Party B complete the procedure to change the shareholder of Target Company A from Party A to Party B or his designated Party in Hong Kong law firms.

“Signing Date” means the calendar date when Party A, Party B, Party C, Target Company A and Target Company B sign this agreement on the first page.

“Effective Date” has the meaning ascribed to it under Article 15.

“Delivery Day” is Dec. 15, 2007 when related approval documents, certificate, licenses, document of title, accounting book and all the property and land with no other ownership are delivered to and accepted by Party B after Party A completes the procedures of modification registration and file of Target Company A and B under this Agreement.

“Management Account” means the unaudited accounting statements and audit report of Target A and B made as of the delivery day, including Assets Statements, Balance Sheet, Profit and Loss Statements and Cash Flow.

“Material Adverse Change” means any change or development which could cause material adverse effect on assets, property, perspective and business of Target A and B.

“Employees” mean all the formal or informal employees employed by Target Company A and B, who signed the Employee Agreement or not.

“This Agreement” means this agreement, appendices to this agreement and other documents attached to it in the consent of each Party.

The title of this Agreement is for easy reading which could not affect the understanding or interpretation of this Agreement.

Both Party A and Party B hereto confirm that Party A agrees to transfer 100% shares of Target Company A and 100% shares of Target Company B held by it to Party B or his designated Party with written consent in the amount of RMB 360,000,000.00.

Party B agrees to pay RMB 360,000,000.00 for the 100% shares of Target Company A and 100% shares of Target Company B held by Party A.

Both Party A and Party B hereto agree that within five working days after entry into this Agreement, both Parties shall designate their representatives to go through procedures of modification registration for share transfer of Target Company A in Hong Kong law firm according to Hong Kong Business Registration Ordinance, and transfer 100% shares of Target Company A held by Party A to Party B or his designated Party, and change the shareholder of Target Company A from Party A to Party B or his designated Party and the directors of Target Company A from Party A designated person to Party B designated person.

Both Party A and Party B hereto agree that on the day when Party B holds 100% shares of Target Company A which means he also holds 100% shares of Target Company B, and Party B itself shall go through the procedure of modification registration of Target Company B.

Both Party A and Party B agree that each Party shall bear half of the expenses related to negotiation, preparation, entry and execution of this Agreement, including but not limited to legal fees of Hong Kong Law Firm and charges of Hong Kong Business Registration Office.

Both Party A and Party B confirm that the Consideration described in Article 2 includes all the property, creditor’s right and liability listed in the accounting book of Target Company A and B including payment for land use right of lands No. D40/D41/D45/D46 which is land transfer fee and revenue charged by the government, removal cost and deed tax, excluding urban facility fee and costs for further development that shall be paid by Target Company B.

Both Party A and Party B confirm that the Consideration described in Article 2 includes all the tax and expenses related to the transaction of share transfer, and each Party shall bear his own expenses except for the agreed in accordance with the law and relative regulation of China.

Both Party A and Party B agree that the Consideration described in Article 2 shall be paid in the following method:

Both Parties confirm that Party B has paid Party A RMB 60,000,000.00 as the deposit, which could be deducted in the Consideration payment.

Both Parties agree that after Party B obtain the shares of Target Company A, Party B shall make a lump-sum payment in USD equal to RMB 300,000,000.00 to the account designated by Party A in Hong Kong on Dec. 15, 2007 which based on the spot quotation stated by the People’s Bank of China on Dec. 15, 2007.

On the delivery day, Party A, Party B and their authorized accountant and auditor shall make an inventory of the assets of Target Company A and B as of the delivery day.

Party A and Party B shall make joint efforts to make accounts of Target Company A and B as of the delivery day after checking the assets as soon as possible in accordance with the current laws, regulations, generally accepted accounting policies and practice in mainland and Hong Kong as the appendix to this Agreement. Unless the context requires otherwise, the Balance Sheet and Assets Statements of accounts have binding force to both Parties, which could not affect Party B’s right for claim and other relative rights based on laws and this Agreement.

If the accounts of Target Company A and B show any loans, debts or payable amounts including but not limited to land payment (expect the disclosed loan from Huahai company ),deed tax and other expenses, Party A shall bear these payment.

If the amount receivable in account has not been received