Unassociated Document


    Engineering
Boat Purchase and Sale Contract

     

    (Unofficial
Translation)

     

    
      
        
          	
                  Party
      A:

                	
                  Yiyang
      Zhonghai Boats and Ships Limited Liability Company

                
	
                  Address:

                	
                  128
      Zhixi Road, Yiyang City, Hunan Province

                
	
                  Legal
      Representative:

                	
                  HE
      Junqiang

                
	 
      	 
      
	
                  Party
      B:

                	
                  Fujian
      Xing Gang Shipping Service Co., Ltd.

                
	
                  Address:

                	
                  Zhongshan
      Plaza, Building A, 17th
      Fl.

                
	 
      	
                  154
      Hudong Road, Fuzhou

                
	
                  Legal
      Representative:

                	
                  LIN
      Qing

                


        

      

    

    


    In the
spirit of equality and mutual benefits, Party A and Party B have, after friendly
consultation, reached consensus on the matter regarding the purchase and the
sale of an engineering boat.  Party A agrees to sell one suction
dredging boat with capacity of 3800m3/hour to
Party B within 3 years and the two parties have reached the agreement as
follows.

     

    I.
Specifications of the Boat, Quantity and Reference

    1.           Specification
of the boat: suction
dredging boat with capacity of 3800m3/hour

    


    2.           Quantity:       One

     

    3.           Party
A warrants that the boat is to be one newly built by using the most advance
equipment in the market, technology and labor in the completion of the building
of the boat.

     

    4.           Party
B bears the obligation of confidentiality regarding the technology-related
information revealed by Party A.

     

    II.
Contract Price and Payment Method

    1.           Contract
price

    1.1           The
contract price for the boat is calculated, settled and paid in
Renminbi.

    1.2           The
contract price for the boat is RMB
¥200,000,000.00.

    1.3           The
aforesaid contract price includes fees and expenses for design and construction,
boat inspection review chart, boat acceptance fee, technology assessment fee and
all other fees associated with the application for various certificates, boat
inspection and boat classification.

    1.4           The
above price is the unconditional and final closed price.

    


    2.           Payment
Method

    2.1           Within
2 months after the execution of this contract, Party B shall make a prepayment
to Party A in the amount of ¥15,000,000.00.

     

    
      
        
        

      

      
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    2.2          Within
3 months after the delivery of the boat to Party B, Party B shall make a payment
to Party A in the amount equal to 30% of the final closed price after deducting
the prepayment of ¥15,000,000.00.

    2.3          Within
6 months after the delivery of the boat to Party B, Party B shall make a payment
to Party A in the amount equal to 25% of the final closed price after deducting
the prepayment of ¥15,000,000.00.

    2.4          Within
9 months after the delivery of the boat to Party B, Party B shall make a payment
to Party A in the amount equal to 25% of the final closed price after deducting
the prepayment of ¥15,000,000.00.

    2.5          Within
12 months after the delivery of the boat to Party B, Party B shall make a
payment to Party A in the amount equal to 20% of the final closed price after
deducting the prepayment of ¥15,000,000.00.

    


    3.           Past
Due Penalty

    If Party B fails to make payments
according to the schedule as stipulated herein, Party B must pay the penalty
interest for the period from the date when payment is due to the date when
payment is actually made in addition to payment for the past-due
amount.  The penalty interest is assessed on the outstanding amount or
past-due amount at the rate of liquid capital loan rate of the People’s Bank of
China for the same period.

    Party A must not change the boat
delivery date because of this.

     

    III.
Boat Delivery

    1.           Date
and Place of Boat Delivery

    1.1          The
date of the boat delivery shall be no later than May 31, 2012.

    1.2          Place:
To be specified by Party B.

    


    2.           Boat
Acceptance

    2.1          Party
A must notify Party B in writing the actual date of boat delivery 15 days in
advance and confirm with Party B 5 days in advance.

    2.2          At
the time of delivery, Party A promises that:

    A). All the defects of the boat found
during the test sail and test operation (actual engineering operation) have been
eliminated, items of winding up the project have been completed and all
equipment can be operated normally;

    B). All spare items, spare parts, tools
and required certificates, diagrams, technical documents have been assembled and
put in place.  See Attachment 1 of this
contract,  “3800m3/hour
Capacity Suction Dredging Boat Body Type and Major Technical Specifications” for
all spare items, spare parts and tools and technical features;

    2.3          After
the boat has passed the quality inspection by a boat inspector and after Party B
receives notice from Party A about the delivery of the boat, Party B must accept
the delivery on time.  At the acceptance of the delivery, the
representatives authorized by Party A and Party B will sign “Boat Delivery and
Acceptance Letter”.  The date of signing the letter is the official
date of the delivery of the boat.

    2.4          Party
A must ensure that the fuel stored on the boat at the time of delivery is above
80% of its maximum storage capacity.

    


    
      
        
        

      

      
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    3.           Ownership
and Transfer of Risk

    Before the delivery of the boat, Party
A has its ownership and is responsible for the associated risk and
interests.  After Party A and Party B sign “Boat Delivery and
Acceptance Letter”, the ownership is transferred to Party B along with all the
associated risk and interests.

    


    4.           Removing
the Boat

    Party B must remove the boat from the
port of delivery within 15 days after the signing of “Boat Delivery and
Acceptance Letter”; otherwise, Party B must pay to Party A the port fee for the
boat.

    


    5.           Party
B can dispatch its authorized representative(s) to be on board the boat one
month prior to the boat delivery until the date of the boat delivery so that the
representative(s) can examine and become familiar with the equipment on the
boat.  Party B shall be responsible for the expenses of the
accompanying boat and its crew.

    


    .6           If
Party A is unable to delivery the boat within the time period stipulated herein,
Party A shall pay to Party B a default penalty based on the amount of payments
already made by Party B at the daily rate of 0.05% and compensate Party B for
all the resulting loss.

     

    IV.
Force Majeure

    1.           If,
during the fulfillment period (i.e., boat delivery period) stipulated herein,
the process of building the boat is delayed by irresistible, objective events
such as earthquake, tsunami, typhoon, hurricane, severe storm, flood and plaque
or by the suppliers of material and equipment similarly impacted by such events,
such delay must be considered to be allowed postponement.

    


    2.           Party
A must notify Party B in writing within 15 days of the occurrence of such Force
Majeure events and provide valid documents of evidence issued by the competent
local government agencies.  After the events of Force Majeure are
cleared, Party A must notify Party B immediately.

     

    V.
Quality Guarantee

    1.           Responsibility
for Defects and Its Scope

    The 12-month period starting from the
date of the signing of “Boat Delivery and Acceptance Letter” is the warranty
period for the boat; during this warranty period, Party A is responsible to
provide free repairs and replacements for the defects, break-downs and damages
resulting from the boat construction, technical process and material or due to
equipment quality issues.

    Party A is responsible to provide
repairs, at Party B’s cost, for the damages, break-downs and defects caused by
improper operation or improper maintenance by Party B and for the vulnerable
parts damaged due to normal wear and tear.

    


    
      
        
        

      

      
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    2.           Notification
of Defects

    During the warranty period, Party B
must promptly notify Party A, by fax or in other written form, of any found
defect within the scope of warranty and provide explanation of the nature and
degree of the damage and the defect.  The last valid period of such
notification is 7 days after the expiration of the warranty period for the boat
(based on the post mark if the notification is sent by mail)

     

    3.           Treatment
of Defects

    3.1           In
principle, the warranty repairs on the boat must be performed at the shipyard
arranged by Party A.

    3.2           If
the boat experiences quality issues that are within the scope of warranty at a
port away from Party A’s location or during the course of sail so that the boat
is not able to return to Party A for repairs, Party B must notify Party A
promptly and Party A must dispatch someone within 7 days upon receiving the
notification to the boat to confirm and resolve the issues.  If Party
A is unable to dispatch someone, Party A must notify Party B by telegram within
5 days after receiving Party B’s telegram notification, and Party B may have the
boat repaired or its parts replaced at a nearby shipyard or repair
facility.  If the repairs or the parts replaced are indeed within the
scope of warranty provided by Party A, Party B must provide inspection documents
issued by relevant ship inspection agencies and the invoices from the facility
that has performed repairs, and Party A must be responsible for all the expenses
and fees.  The replaced parts belong to Party A and Party B must bring
them to Party A on the boat.

    3.3           After
the expiration of the warranty period, warranty repairs requested by Party B
must be arranged by Party A according to the rules.  If Party B
requests warranty repairs to be performed below the load line, the boat must be
examined and inspected after it enters the shipyard; if any defect or damage
below the load line is actually found, and such defect or damage is caused by
the quality issues arising from the construction of the boat by Party A, then
Party A is responsible for all the shipyard fees and repair expenses; otherwise,
Party B is responsible for all the shipyard fees if no such defect or damage is
found below the load line.

     

    VI.
Disputes and Arbitration

    Any disputes and conflicts between
Party A and Party B arising from the course of performance of this contract
should be settled in a timely manner through consultation; if such consultation
fails, the two parties must have the disputes submitted to China Maritime
Affairs Arbitration Commission for arbitration pursuant to the Commission's
arbitration rules.  The Commission's determination is final and
binding to both parties.

     

    VII.
Execution and Effectuation of this Contract

    1.           This
contract becomes effective immediately after it is signed by the legal
representatives, or by their authorized agents, of both parties and imprinted
with the company seals.

    


    
      
        
        

      

      
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    2.           The
attachments hereto are the component parts hereof and have the same legal effect
as this contract.

    


    3.           This
contract, upon its execution, shall not be modified or dissolved due to the
change of legal representatives or their authorized agents; if either Party A or
Party B undergoes merger or spin-off, the party after undergoing such change
shall assume all or assume respective obligations of this contract and be
entitled to the corresponding rights.

    


    4.           This
contract proper is in duplicates, with one to each party; Party A and Party B
each will have two copies of this contract; the copies of and the attachments to
this contract have the same effect.

     

    Party
A:           Yiyang Zhonghai
Boats and Ships Limited Liability Company (seal)

    Signature
of Legal Representative:       HE Junqiang
(signature)

    Date:              
 May 20, 2009

    


    Party
B:            Fujian Xing
Gang Shipping Service Co., Ltd. (seal)

    Signature
of Legal Representative:       LIN Qing
(signature)

    Date:                May
20, 2009

     

     

    
      
        
        

      

      
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