Unassociated Document


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    Exhibit
4.8

    


    Fujian
WangGang Dredging Construction Co., Ltd.

    


    Wonder
Dredging LLC.

    


    Fujian
Xing Gang Port Service Co., Ltd.

    


    
      
        

      



    CONTRACTED
MANAGEMENT AGREEMENT

     

    (Unoffical Translation)

    
         

      
        

      

    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    Contracted
Management Agreement made the 30th day of June, 2010 (the “Agreement”),
among:

    


    Fujian WangGang Dredging Construction
Co., Ltd. The WOFE “the “WOFE”), Whose  legal representative is
LIN Qing, at 16th Floor, Zhongshan Plaza, 154 Hudong Road, Fuzhou City,
Fujian.

    


    Wonder Dredging LLC. (“Wonder
Dredging”), whose legal representative is LIN Qing, at 1705 of 17th Floor,
Zhongshan Plaza A, 154 Hudong Road, Fuzhou City, Fujian.

    


    Fujian Xing Gang Port Service Co.,
Ltd. (“Fujian Xing Gang” ), whose legal representative is LIN Qing, at
17th Floor, Zhongshan Plaza A, 154 Hudong Road, Fuzhou City,
Fujian.

    


    As used
in this Agreement, The WOFE, Wonder Dredging and Fujian Xing Gang are
collectively referred to herein as the “Parties to the Contract”.

    


    Whereas

    


    A. The WOFE is a
foreign-invested limited liability company duly incorporated and existing under
the laws of the People’s Republic of China (the “PRC”), with expertise
in the management of operating companies;

    


    B. Wonder
Dredging is a limited liability company duly incorporated and existing under the
laws of the PRC,


    
      
         


      

      
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      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    C. Fujian
Xing Gang is a limited liability company duly incorporated and existing under
the laws of the PRC, specializing in dredging  port
and  waterways.

    


    D. Each
of The WOFE and Wonder Dredging holds a fifty percent (50%) equity interest in
Fujian Xing Gang

    NOW
THEREFORE the Parties agree as follows:

    


    
      	
              1.

            	
              Contracted Management;
      Effective Date

            


    

    
      	
            	
              1.1

            	
              Pursuant
      to the terms and conditions of the Agreement, the Parties agree to engage
      the WOFE to manage the operations of  Fujian Xing Gang. During
      the term of contracted management, the WOFE and/or the senior officers
      employed by the WOFE (the “Officers”) shall take
      full charge of the business operations of Fujian Xing
  Gang.

            


    

    


    
      	
            	
              1.2

            	
              The
      Parties agree and confirm that from the date of this Agreement set forth
      in the first paragraph of this Agreement (“Effective Date”), the WOFE
      and/or the Officers shall take full charge of the business operation of
      Fujian Xing Gang, running and managing the business of  Fujian
      Xing Gang in accordance with the laws, administrative rules and
      regulations and the covenants applicable to this
  Agreement.

            


    

    


    
      	
            	
              1.3

            	
              This
      Agreement is an exclusive contracted management agreement. During the
      period from Effective Date to the date that this Agreement is terminated,
      Fujian Xing Gang agree  not to contract its business to any
      other party for management, and each of Wonder Dredging
      and  Fujian Xing Gang hereby agree not to interfere with the
      business operations conducted by the
WOFE.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      	
              2.

            	
              Term
      of the Contracted Management (the
“Term”)

            


    

    
      	  	
              2.1

            	
              This
      Agreement shall be terminate upon the earlier
  of:

            


    

    


    
      	
            	
              (1)

            	
              such
      time that the the WOFE or another person designated by the WOFE (the
      “Designated Person” ) exercises the exclusive right to purchase the equity
      interest in Fujian Xing Gang in accordance with the terms of the Contract
      Relating to the Exclusive Purchase Right of the Equity Interest Agreement
      (the “Purchase Agreement”) signed by the Parties dated as of June 30,
      2010, and

            


    

    


    
      	
            	
              (2)

            	
              The
      WOFE and/or the Designated Person individually/jointly own all of the
      equity interests in Fujian Xing Gang;
or

            


    

    


    
      	
            	
              (3)

            	
              20
      years from the Effective Date, subject to the right of the WOFE, at its
      sole option,  to renewthe term of this Agreement for successive
      20 year periods prior to the expiration of each 20 year period upon prior
      written notice to Wonder Dredging and Fujian Xing
  Gang.

            


    

    


    
      	
              3.

            	
              Calculation
      and Payment of the Fees for the Contracted Management (the
      “Fees”);

            


    

    
      	
            	
              3.1

            	
              The
      parties agree that the WOFE shall, in consideration of the exclusive right
      to manage the business operations of Fujian Xing Gang, pay an annual fee
      of RMB 1 million in to Fujian Xing Gang. Such payment shall be
      madewithin the first month of every applicable  year. The WOFE
      may disburse such payment  from the account of Fujian Xing
      Gang.  Party C's Executive Director or Board to make resolution
      to determine the contracted management fees for the current year within
      the first month of the year.

            


    


    
      
         


      

      
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      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      	
            	
              3.2

            	
              During
      the term of the contracted management, the WOFE is entitled to 100% of the
      net profits (the gross profits minus the costs and expenses, including the
      tax payable all as determined in accordance with US generally accepted
      accounting principles)  reported by Fujian Xing Gang (the “Net
      Profits”). Fujian Xing Gang shall adopt a resolution by the Executive
      Director or the Board of Directors within the first month of every
      contracted management year to confirm the plan for the fees disbursal of
      that year.

            


    

    


    
      	  	
              3.3

            	
              The
      Parties to this Agreement shall pay all their tax liabilities pursuant to
      all the existing and effective taxation laws and administrative rules and
      regulations in PRC.

            


    

    


    
      	
              4.

            	
              Delivery

            


    

    
      
        	
              	
                4.1 

              	
                Within  five
      working days from the Effective Date, Wonder Dredging and Fujian Xing Gang
      shall deliver the documents set forth in 4.2 to the WOFE in order that the
      WOFE can perform the contracted management services to Fujian Xing
      Gang pursuant to the terms of this
Agreement.

              


      

    

    


    
      
        	
              	
                4.2

              	
                At
      the request of the WOFE, Wonder Dredging and Fujian Xing Gang shall
      deliver copies of the following documents to the
  WOFE:

              


      

    

    
      	
               
      

            	
              (1)

            	
              all
      the ownership certificates in the name of Fujian Xing Gang or any
      affiliated party which relate to the business operations of Fujjian Xing
      Gang, including but not limited to the Ownership Registry Certificates of
      the ships and Certificates of Nationality of the ships,
  and

            


    


    
      
         


      

      
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      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      	
               
      

            	
              (2)

            	
              all
      the business permits and licenses and other related documents held by
      Fujian Xing Gang, and

            


    

    


    
      	
               
      

            	
              (3)

            	
              all
      the financial seals and accounting books and records of Fujian Xing Gang,
      and

            


    

    


    
      	
               
      

            	
              (4)

            	
              the
      technical data related to the business operations of Fujian Xing Gang,
      and

            


    

    


    
      	
               
      

            	
              (5)

            	
              the
      management data related to the business operations of Fujian Xing Gang,
      and

            


    

    


    
      	
               
      

            	
              (6)

            	
              All
      the related documents which are necessary in order for the WOFE to
      effectively manage the business of Fujian Xing Gang commencing on the
      Effective Date.

            


    

    


    
      	
              5.

            	
              The
      WOFE’s Rights and Obligations

            


    

    
      	  	
              5.1

            	
              The
      WOFE’s rights. During the Term of this Agreement the WOFE shall have the
      right to:

            


    

    
      
        	
              	
                5.1(1) 

              	
                manage
      and control the business and assets of Fujian Xing Gang in its sole
      discretion. The right of management includes, but not limited to, the
      rights of (1) establishing and implementing the policies and guidelines of
      the management, and (2) directing the use of all of the assets of Fujian
      Xing Gang, including but not limited to, the real property, intangible
      property and working capital.

              


      

    

    


    
      
        	
              	
                5.1(2)

              	
                designate
      the directors to Fujian Xing Gang and replace the directors of Fujian Xing
      Gang and all its affiliates at any time in its sole
      discretion.

              


      

    


    
      
         


      

      
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      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
              	
                5.1(3)

              	
                appoint
      the managing officers to Fujian Xing Gang, including the general manager,
      deputy general manager and or other senior officers and the financial
      controller.

              


      

    

    


    
      
        	
              	
                5.1(4)

              	
                to
      delineate the organizational structure of the Fujian Xing Gang and employ
      any technical personnel required for the business of  Fujian
      Xing Gang.

              


      

    

    


    
      
        	 	
                5.1(5) 

              	
                establish
      Fujian Xing Gang’s employer-employee arrangements including but not
      limited to, rewards and punishment, dismissal, wages, all in accordance
      with the relevant laws and administrative rules and regulations, with
      approval by the board of directors of Fujian Xing Gang and all its
      subsidiaries.

              


      

    

    


    
      
        	  	
                5.1(6)

              	
                take
      a loan directly or cause Fujian Xing Gang or its affiliates to borrow
      funds, with prior notice  to Wonder Dredging, , provided that
      the loan shall be used for the operation and management of Fujian Xing
      Gang.

              


      

    

     

    
      
        	  	
                5.1(7)

              	
                receive
      100% of the Net Profits of Fujian Xing
Gang.

              


      

    

     

    
      
        	  	
                5.1(8)

              	
                exercise
      all other customary powers and duties associated with the management
      authority and responsibilities contemplated
  hereby.

              


      

    

    


    
      
        	  	
                5.2

              	
                The
      WOFE’s Obligations

              


      

    

    
      
        	  	
                5.2(1)

              	
                The
      WOFE shall operate the business of Fujian Xing Gang as contractor
      according to this
Agreement.

              


      

    


    
      
         


      

      
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      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
              	
                5.2(2)

              	
                The
      WOFE will operate and manage the business and assets of Fujian Xing Gang
      in accordance and compliance with applicable laws and
      regulations.

              


      

    

    


    
      
        	
              	
                5.2(3)

              	
                The
      WOFE shall repair, maintain, renovate and purchase new assets to ensure
      that Fujian Xing Gang’s business is operated and managed in good status.
      The cost for such repair, maintenance, renovation and purchase will be
      borne by Fujian Xing Gang.

              


      

    

    
      
        	
                .6.

              	
                Wonder Dredging and Fujian Xing
      Gang’s Obligations

              


      

    

    


    
      
        	
              	
                6.1(1)

              	
                Wonder
      Dredging and Fujian Xing Gang shall assist the WOFE in carrying out the
      contracted management in accordance with the terms of this
      Agreement.  Wonder Dredging agrees to execute a Power of
      Attorney granting the WOFE certain rights, including full voting power
      over its equity interest in Fujian Xing
Gang.

              


      

    

    


    
      
        	
              	
                6.1(2)

              	
                Without
      the WOFE’s written consent, Wonder Dredging and Fujian Xing Gang
      shall  not directly or indirectly dispose of the assets of
      Fujian Xing Gang by mortgage, pledge, assignment or any other
      methods.

              


      

    

    


    
      
        	
              	
                6.1(3)

              	
                Wonder
      Dredging and Fujian Xing Gang shall not interfere with the WOFE’s control
      and management of the operations of Fujian Xing
  Gang..

              


      

    

    


    
      
        	
              	
                6.
      2(4)

              	
                Each
      of Wonder Dredging and Fujian Xing Gang agrees that Wonder Dredging will
      continue to maintain the legal ownership of the equity interest in Fujian
      Xing Gang until such equity interest has been purchased by the WOFE or the
      Designated Person in accordance with the terms of the Purchase
      Agreement.

              


      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
                7.

              	
                Representation,
      Warranties and Promises

              


      

    

    
      
        	
              	
                7.1

              	
                Representation,
      Warranties and Promises by The WOFE hereby represents and warrants
      that

              


      

    

    
      
        	
              	
                7.1(1)

              	
                It
      has the right and ability to sign and perform this Agreement. The
      Agreement is binding on the WOFE in accordance with its
    terms.

              


      

    

    


    
      
        	
              	
                7.1(2)

              	
                It
      has taken such appropriate and necessary action to authorize the
      appropriate persons to sign and execute and perform the obligations under
      this Agreement and obtained any necessary approvals and
      authorizations.

              


      

    

    


    
      
        	
              	
                7.1(3)

              	
                Its
      execution and performance of this Agreement does not violate any laws or
      administrative rules and regulations, or any agreements or any covenants
      with a third party.

              


      

    

    


    
      
        	
              	
                7.1(4)

              	
                All
      the materials provided by it and its legal representatives and all other
      authorized persons are authentic and
accurate.

              


      

    

    


    
      
        	
              	
                7.2

              	
                Representation, Warranties and
      Promises by Wonder Dredging and Fujian Xing Gang.  Each of
      Wonder Dredging and Fujian Xing Gang represent and warrants
      that

              


      

    

    
      
        	
              	
                7.2(1)

              	
                They
      are limited liability companies duly incorporated and validly existing
      under the laws of PRC. They have the rights and abilities to sign and
      execute and perform this Agreement. This Agreement is binding on them in
      accordance with its
terms.

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
              	
                7.2(2)

              	
                They
      have authorized the appropriate persons to sign and execute and perform
      the obligations under this Agreement and obtained any necessary approvals
      and authorizations.

              


      

    

    


    
      
        	
              	
                7.2(3)

              	
                Their
      execution and performance of this Agreement does not violate any laws or
      administrative rules and regulations, which is binding upon it, nor does
      such execution and performance violate any agreement to which it is a
      party, or any covenant with any third
party.

              


      

    

    


    
      
        	
              	
                7.2(4)

              	
                All
      the materials provided by them and their legal representatives and all
      other authorized persons are authentic and
  accurate..

              


      

    

    


    
      
        
          	
                	
                  7.2(5)

                	
                  Wonder
      Dredging has full authority to enter into this Agreement to engage the
      services of the WOFE for the management of the business operations of
      Fujian Xing Gang.

                


        

      

    

    


    
      
        	
              	
                7.2(6)

              	
                Prior
      to (including) the Effective Date, the assets of Fujian Xing Gang are in
      good working condition.

              


      

    

    


    
      
        	
                8.

              	
                Modification and
      Assignment

              


      

    

    


    
      
        	  	
                8.1

              	
                Any
      modifications to this Agreement must be in writing signed by the Parties
      after negotiation.

              


      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
              	
                8.2

              	
                Wonder
      Dredging and Fujian Xing Gang irrevocably agree and promise that the WOFE
      is entitled, in its sole discretion, to assign or partly assign all the
      rights and obligations under this Agreement to any other party designated
      by the WOFE, without the consent, of any other Party and agrees to notify
      the other Parties of such assignment,
..

              


      

    

    


    
      
        	
              	
                8.3

              	
                Each
      of Wonder Dredging and Fujian Xing Gang  irrevocably agrees and
      promises that the WOFE is entitled to, in its sole discretion, dissolve
      this Agreement by notifying them without their
  consent.

              


      

    

    


    
      
        	
                9.

              	
                Liabilities
      for Breach of the Agreement and the Termination of the
      Agreement

              


      

    

    
      
        	
              	
                9.1

              	
                Unless
      otherwise stipulated under this Agreement, in case of any loss sustained
      by one Party hereto due to any breach of this Agreement by the other
      Party(s), the breaching Party shall bear legal liabilities according to
      the law and be liable for all losses sustained by the non-defaulting
      party(s) due to such breach.

              


      

    

    


    
      
        	  	
                9.2

              	
                The
      Parties agree that the liabilities for breach of the Agreement are
      compensatory and shall not exceed the losses sustained by the
      non-defaulting party(s)

              


      

    

    


    
      
        	  	
                9.3

              	
                This
      Agreement may be terminated in the occurrence of any of the following
      events:

              


      

    

    
      	  	
              (1)

            	
              this
      Agreement is terminated in accordance with its terms;
  or

            


    

     

    
      	  	
              (2)

            	
              pursuant
      to Section 8.3 hereof.

            


    

    


    
      
        	
              	
                9.4

              	
                According
      to Section 8.3, the WOFE has the right to terminate this Agreement by
      delivering written notice to Wonder Dredging and Fujian Xing Gang. In such
      event, this Agreement will terminate without penalty upon the delivery of
      the written notice to Wonder Dredging and Fujian Xing
  Gang.

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      
        	
              	
                9.5

              	
                Excepted
      as set forth in Section 8.3 in this Agreement, no Party shall dissolve
      this Agreement in its sole discretion, nor shall any party interfere with
      the normal execution and performance of this Agreement by the other
      party(s).

              


      

    

    


    
      
        	
                10.

              	
                Force
      Majeure

              


      

    

    
      
        	
              	
                10.1

              	
                No
      party shall be liable if it is delayed or prevented from performing its
      obligations under this Agreement by Force Majeure. Force Majeure means
      acts of nature, fire, earthquake, war and political turmoil, and any other
      event that is beyond the party’s reasonable control and cannot be
      prevented with reasonable
care.

              


      

    

    


    
      
        	
              	
                10.2

              	
                When
      the event of Force Majeure arises, the affected party shall inform the
      other Parties within 15 business days. The affected party which does not
      perform the obligations under this Agreement shall be responsible for any
      damage caused by failure of informing other parties. After the event of
      Force Majeure is removed, the affected party shall resume performance of
      this Agreement with its best
efforts.

              


      

    

    


    
      
        	
                11.

              	
                Governing
      Laws and Settlement of the
Disputes

              


      

    

    
      
        	
              	
                11.1

              	
                The
      execution, validity, performance, interpretation and settlement of
      disputes shall be governed by PRC
laws.

              


      

    

    


    
      
        	
              	
                11.2

              	
                If
      any disputes arise out of performance of this Agreement, the Parties shall
      first settle such disputes through friendly negotiations. Should such
      disputes fail to be settled through negotiation within 20 days after the
      disputes arises, each Party may submit such disputes to the court with
      jurisdiction.

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      	
              12.

            	
              Miscellaneous

            


    

    
      
        	
              	
                12.1

              	
                The
      parties to the Agreement agree that all the business materials relating to
      the performance of the Agreement are confidential and shall not be
      disclosed to a third party unless the disclosure of materials is required
      by the laws or administration rules and regulations of PRC or by
      supervising authority.  Notwithstanding the foregoing, the
      Parties acknowledge that this Agreement can be filed with the Securities
      and Exchange Commission in the United
States.

              


      

    

    


    
      
        	
              	
                12.2

              	
                Notices
      or other communications required to be given by any party pursuant to this
      Agreement shall be written. Any party should inform the other parties if
      his address, contact number or fax number have been changed. If a Party
      fails to inform the other Parties of its contact information, the notice
      will deemed to be duly served when it is delivered to the prior address or
      fax number known by other
Parties.

              


      

    

    


    
      
        	
              	
                12.3

              	
                Should
      all or any part of any provision hereof be held void by the court with
      jurisdiction or the relevant authority, then such part of the provision
      shall be deemed to have been deleted; provided that, such deletion shall
      in no way affect the legal force of any other part of the provisions or
      any other provision hereof.

              


      

    

    


    
      
        	
              	
                12.4

              	
                The
      amendments (if any) duly executed by the Parties shall be part of this
      Agreement and shall have the same legal effect as this
      Agreement.

              


      

    

    


    
      
        	
              	
                12.5

              	
                This
      Agreement is made in six (6) originals in Chinese, of which each Party
      shall hold two. Each original has the same
  validity.

              


      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

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    [Page for
signatures]

    


    
      	
              Fujian
      WangGang Dredging Construction

              Co.,
      Ltd. /seal/

            	 
      
	 
      	 
      
	
              By

            	 
      
	
              Name:
      /s/ LIN Bin

            	 
      
	
              Title:

            	 
      
	 
      	 
      
	
              Wonder
      Dredging LLC. 

              /seal/

            	 
      
	 
      	 
      
	
              By

            	 
      
	
              Name:
      /s/ LIN Qing

            	 
      
	
              Title:

            	 
      
	 
      	 
      


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      This
document has been translated for information purposes only; the Chinese text is
the only valid document. 

        
          

        

      

      


    

    
      	
              Fujian
      Xing Gang Port Service Co., Ltd.

              /seal/

            	 
      
	 
      	 
      
	
              By

            	 
      
	
              Name:
      /s/ LIN Qing

            	 
      
	
              Title:

            	 
      


    

     

    
      
         


      

      
        15