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 2500m3/hour to
Party B 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 2500m3/hour

    


    2. 
         Quantity:       
 One

     

    3. 
         Party A warrants that the boat is to
be newly built and Party A’s own equipment, technology and labor will be used in
completing 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
¥96,945,300.00.

    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 delivery of the boat to Party B, Party B shall make a payment
to Party A in the amount of ¥23,795,000.00.

    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 of ¥28,445,300.00.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.3           Before
December 31, 2008, Party B shall make a payment to Party A in the amount of
¥34,250,000.00.

    2.4           Before
March 31, 2009, Party B shall make a payment to Party A in the amount of ¥10,275,000.00.

     

    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, 2008, with a 30-day
postponement allowed.

    1.2           Place:
Zhuhai Port, Guangdong Province, PRC.

    


    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,
“2500m3/hour
Capacity Suction Dredging Boat Project Item List” for all spare items, spare
parts and tools;

     C). The technical specification
of the boat meet the criteria specified in this contract and those in the
"Comprehensive Boat Manual."  See Attachment 2 of this contract for
details of the Comprehensive Boat Manual.

    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.

    


    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.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    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.

    


    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

        
          

        

      

      
        
        

      

       

    

    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.

    


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

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    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:                 January
18, 2008

    


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

    Signature
of Legal Representative:     LIN Qing
(signature)

    Date:                 January
18, 2008

     

     

    
      
         


      

      
        5