Unassociated Document


    "Hongtaihai"
Engineering Boat Purchase and Sale Contract

    


    (Unofficial
Translation)

    


    
      	
              Seller 
      : 

            	
              Taizhou
      Hongtaihai Port Engineering Co., Ltd. (Party
A)

            


    

    
      	
              Address: 

            	
              Suite
      1205, Building A, Yiding Plaza, Shujiang District, Taizhou
      City

            


    

    Legal
Representative: LI Guoyou

    


    
      	
              Buyer: 

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

            


    

    
      	
              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 a series
of friendly consultations, reached consensus in Taizhou City, Zhejiang Province
on the matter regarding the purchase and the sale of the engineering boat
"Hongtaihai" (with
capacity of 3500m3/hour, cutter suction
style) pursuant to the PRC Contract Law and the provisions of other
applicable laws and statutes.  Party A agrees to sell to Party B the
aforesaid boat of
which it has the ownership and which is not under any pledge or mortgage,
and the two parties have reached the agreement as follows.

    


    I.
Name, Type and Specifications of the Boat

    1.           The
Name of the Boat:        "Hongtaihai"
(cutter suction type
dredging boat with capacity of 3500m3/hour, the building of which
completed in March, 2008; herein after the "Boat")

    


    2.           Model
Number and Specification of the Boat:    See boat inspection
certificate for actual specification of the Boat.

    


    II.
Sales Price, Delivery Time and Place of the Boat

    1.           The
total sales price of the Boat is RMB ¥190,696,800.00, which includes the cost
of  the Boat's equipped pipes and ownership transfer
fees.

    


    2.           The
Boat is to be delivered at the dock of Shenzhen
Port.

    


    3.           The
time of delivery shall be no later than the end of March, 2008.  If,
due to factors of irresistible force, Party A requests the postponement of the
delivery, Party A must notify Party B in writing and obtain Party B's written
consent.

    


    4.           At
the time of delivering the Boat, the Boat's equipped pipes shall be based on the
list specified in Section IV.9 below.


    
      
         


      

      
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    III.
Payment Method and Schedule


    1.           Within
7 days after Party A delivers the Boat to Party B, Party B must make the first
installment payment for the Boat in the amount of ¥30,000,000.00.

    


    2.           Within
two months after Party A delivers the Boat to Party B, Party B must make the
second installment payment for the Boat in the amount of ¥27,816,800.00.

    


    3.           Within
6 months after Party A delivers the Boat to Party B, Party B must make the third
installment payment for the Boat in the amount of ¥50,000,000.00.

    


    4.           By
December 31, 2008, Party B must make the fourth installment payment for the Boat
in the amount of ¥46,800,000.00.

    


    5.           By
March 31, 2009, Party B must make the payment for the remaining balance
of   ¥36,080,000.00.

    


    IV.
Rights and Obligations of Party A and Party B

    1.           Party
B may dispatch its representatives to the Boat one month before its delivery and
acceptance and its representatives can be on board until the date of delivery,
so as to familiarize themselves with the equipment on board.  Party B
shall be responsible for all the expenses arising from dispatching its
representatives on board.

    


    2.           At
the time of the delivery, Party B has the right to conduct comprehensive
inspection on the condition of the Boat.  At the time of the delivery,
Party A must transfer completely and without compensation all the spare items,
spare parts and materials currently on board to Party B.  On the day
of delivering the Boat, Party A must provide to Party B the list of the spare
items, spare parts and materials included in the delivery of the Boat as one of
the documents of evidence of the delivery and acceptance.

    


    3.           The
Boat delivered by Party A must meet the technical indices specified by Domestic
CCS Certificate and Introduction of the Boat provided by Party A (see attachment
hereto).  Party A guarantees that all the equipment on board has been
tuned and passed test and is in good condition at the time of delivery and that
it will transfer record of relevant specifications and indices to Party
B.

    


    4.           Party
A must complete the Boat's ownership change registration and have the Boat
registered under Party B's name within 3 months after the date of delivering the
Boat.

    


    5.           Party
A must provide formal receipt to Party B within 10 days after receiving all the
payments for the full price (¥190,696,800.00) of the Boat from Party
B.

    


    6.           Party
B must make payments for the Boat purchasing price on time and in the amount
specified herein.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    7.         
  Party B must dispatch its representatives to board the Boat at the
time of delivery agreed upon by both parties to take the delivery and sign the
delivery documents.

    


    8.            Delivery
of the Boat certificates and documents

    At the time of delivery, Party A must
provide the following documents without compensation:

    1).           Valid
Tilt Testing Report;

    2).           Certificates
and relevant reports issued by China Ship Inspection (CCS)

    3).           Technical
documents that come with the equipment purchased from outside sources and the
related quality certificates and manuals.

    4).           All
the diagrams and other technical records for the Boat;

    


    9.           The
Boat is equipped with the following tubes

    1).           Name:
Rubber floating tubes produced by Jiangsu Danyang Yonghong Ship Rubber Products
Co., Ltd.

    2).           Types
and Specifications:

     750x1200,                               46
pieces

     750x1200,                               150
pieces

     600x11.8
meters,                    78
pieces

     650x11.8
meters,                   
78 pieces

    The fixed items of the above
specifications

    3).           Quality
criteria: Same as criteria of 13201181 DY102-1999 and JIBF 3995-1991 listed in
Rubber Tubes Quality Warranty of November 8, 2005 with one-year
warranty.

    


    10.          Responsibility
for and scope of defects

    The whole Boat has a warranty period of
one year starting from the date of delivery of the Boat.  Warranty
service during the warranty period will be performed in accordance with the
technical agreements between Party A and its equipment and parts
suppliers.  Party A is responsible to provide free repairs and
replacements to resolve all quality issues caused by Party A or by its
suppliers; Party B is responsible for all quality issues caused by Party B but
Party A will provide assistance with their resolution.  Party A must
dispatch personnel work on site within 10 days after receiving Party B's
notice.

    


    11.          Party
A must ensure that the amount of fuel stored on board the Boat is above 80% of
the Boat's maximum fuel storage capacity.

    


    V.
Provisions on fees

    Before the delivery of the Boat, Party
A is responsible for all the fees and expenses in connection with the Boat;
after the delivery of the Boat, Party B is responsible for all the fees and
expenses in connection with the Boat.  Party A is responsible for the
Boat's ownership change registration procedures and for the fees associated with
the said procedures.

     

    
      
         


      

      
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    VI.
Liability for breach

    1.           If
Party A violates the provision of II.3 herein and fails to deliver the Boat on
time, or violates any of the provisions of IV.3, IV.5, IV.8 and IV.9, Party B
has the right to demand that Party A pay a breach penalty of RMB 30,000,000.00
even and compensate Party B for all the resulting loss.

    


    2.           If
Party A reneges on selling the Boat or sells the Boat to a third party or fails,
3 months after the delivery of the Boat, to complete the Boat's ownership change
registration procedures or attach any mortgage or pledge on the Boat, Party B
has the right to unilaterally terminate the contract and demand that Party A
return to Party B all the payments already made unconditionally and, at the same
time, pay to Party B a breach penalty of RMB 30,000,000.00.

    


    3.           If
Party B fails to make payments on time or in the amount specified in Article III
herein, Party A has the right to confiscate the amount of payments already
received.

    


    4.           If
Party B fails to be present on the location of delivery at the time of
delivering the Boat agreed upon by both parties to handle the delivery
procedures, the Boat shall be considered to have been inspected and accepted by
Party B.

    


    5.           If
Party B reneges on the purchasing of the Boat and refuses to pay for the
purchasing price, Party A shall have the right to unilaterally terminate the
contract and confiscate the amount of payments already received.

    


    VII.
Resolution of Disputes

    All disputes arising from this contract
must be settled through consultation between the two parties; if such
consultation fails, the disputes must be submitted to legal proceedings at the
court of maritime affairs at the location where the contract is
signed.

    


    VIII. Other matters not
covered herein must be provided in supplemental agreements between the two
parties through consultation, and all supplemental agreements shall have the
same legal effect as this contract.

    


    IX. "The Introduction of the
Boat" is the attachment hereto and has the same legal effect as this
contract.

    


    X. This contract is in
quintuplets, in two to Party A and Party B each and one to ship and vessel
Registration authority.

    


    XI. This contract will become
effective on the day it is signed and imprinted with seals by both
parties.


    
      
         


      

      
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    Party
A:       Taizhou Hongtaihai Port Engineering
Co., Ltd. (seal)

    Legal
Representative:  LI Guoyou (signature)

    


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

    Legal
Representative:  LIN Qing (signature)

    


    Date:             March
23, 2008

     

     

    
      
         


      

      
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