Phoenix Energy Resource Corporation: Exhibit 10.21 - Filed by newsfilecorp.com






Exhibit 10.21

Commodity House Sales Contract 

 

Formulated by: 
Ministry of Construction of the
People’s Republic of China 
State Administration for Industry &
Commerce of the People’s Republic of China 


Manufactured by the Administration of Industry & Commerce of
Guizhou Province 




Notes on Commodity House Sales Contract 

	1. 	
      The text of this Contract can be used as the sample or
      the formal text of the contract to be signed. Before the contract is
      signed, the vendee shall carefully read the whole terms and conditions of
      the contract. When the terms and conditions of the contract have the
      discrepancies with the meaning of the terminology, please consult the
      local administration of industry and commerce and the competent authority
      of real estates development.

	 	 
	2. 	
      The marketable houses referred in this Contract means the
      houses developed by the real estate development enterprise for
    sales.

	 	 
	3. 	
      In order to embody the principle of unconstraint between
      the parties hereto, the blanks following the relevant clauses are left for
      the terms agreed by the parties hereto or supplements. The parties hereto
      can revise, supplement or delete the text of the contract. After the
      contract is executed, the printed clauses not revised shall be deemed as
      the terms and conditions agreed by the parties hereto.

	 	 
	4. 	
      For the items contained herein that need to be selected
      or filled in, the items filled in by hand shall prevail.

	 	 
	5. 	
      For the contents that shall be selected among boxes of [
      ], filled in the blank and other contents that need to be deleted or
      supplemented, they shall be determined by parties hereto through
      negotiation. For the contents that shall be selected among [ ], they shall
      be selected by marking the symbol of "√ “in the [ ]. For the contents not
      applicable in the contract or no other terms and conditions agreed by the
      parties hereto, the relevant contents or the blank shall be marked with
      the symbol of “X” to indicate that the contents are deleted.

	 	 
	6. 	
      Before the contract is signed, the Vendor shall show the
      vendee the relevant certificates and evidentiary documents that shall be
      supplied by the vendor.

	 	 
	7. 	
      The terms and contract of the contract shall be construed
      by the Ministry of Construction and State Administration for Industry and
      Commerce.







Commodity House Sales Contract 

(Contract No. HC—JYS—2006-010) 

The parties to the Contract: 


	
    The
      Vendor: 
	
    Guiyang New Century Real Estate Development
      Co., Ltd 

	
    Registered Address: 

	
    No.58, Xinhua Road, Nanming District, Guiyang City, Guizhou
      Province

	
    Registered
      Number of Business License: 
	
    5201022200340   

	
    Number of Certificate of
      Qualification of Enterprise: 
	
      

	
    Legal
      Representative: Deng Yongxin 
	
     
	
    Tel: 
	
      

	
    Zip Code: 
	
        

	
    Authorized Agent: 
	
     
	
    Address: 
	
      

	
    Postal Code: 
	
     
	
    Tel: 
	
      

	
    Authorized Agency: 
	
        

	
    Registered Address: 
	
        

	
    Registered
      Number of Business License: 
	
        

	
    Legal Representative: 
	
     
	
    Tel: 
	
      

	
    Postal Code:
    
	
        

	
    Vendee: 
	
    Qianxinan Silvan Flooring Company, Limited   

	
    [Natural Person]
      [√Legal Representative] 
	
     Name: 
	
     Bai Yulu 
	
    Nationality: 
	
     China 

	
    [Identity Card No.] [Permit
      No.] [Registered Number of Business License] [    ]: 
	
    76608081-7 

	
    Address: 
	
    Hexing Village, Dingxiao Development
      Zone, Qian Xi Nan Yi and Maio Ethnic Group Autonomous Region, Guizhou
      Province 

	
     Postal Code: 
	
     
	
      Tel: 
	
      0851-5520951 

	
    [Authorized Agent] [   ]
	
    Name: 
	
     
	
    Nationality
	
      

	
    Address: 
	
     
	
     
	
      

	
    Postal Code: 
	
     
	
    Tel: 
	
      




---2---- 





Pursuant to the Contract Law of the People’s Republic of China,
the Law of the People’s Republic of China for Administration of Urban Real
Estates and other relevant laws and regulations, the Vendor and Vendee, on the
basis of equality, unconstraint and negotiated consensus, have entered into and
concluded this Contract. The terms and conditions of the Contract are as
follows: 

Article 1 Basis for Project Construction 

The Vendor obtained the land-use right of the land block
numbered Building Land Zi. [2001]No.57 and located at No.58, Xinhua
Road, Nanming District, Guiyang City through land assignment. The number of
the [Contract on Land-Use Right Assignment] [License for Using the Land]
[Document Approving Assignment of Land-Use Right] is Building
Pre-Registration [2001] No.169. 

The area of the land is 22069m2, the
land is used for commerce, residence and office purposes, the term 

of the land commences from April 30, 2001 and ends on
April 30, 2041. 

Upon the approval by the Vendor, the commodity house will be
built on the above land, the tentative name of the Project is “Jun Yue Hua
Ting”. The construction project planning permit number is 2006—064,
the construction permit number: 520101200509050101. 

Article Two The Basis for Sales of Commodity House Purchased
by the Vendee 

The House purchased by the Vendee is [Completed House]
[Pre-Sold House]. the commodity house presale is approved by Real Estate
Administration of Guiyang City, the commodity house presale permit No.:
2006053 

Article 3 Basic Information of the Commodity House Purchased
by the Vendee 

The commodity house purchased by the Vendee is the Unit
1-3 of Building A prescribed in Article One of the Contract
(Hereinafter referred to the House for short, the ichnography of the House can
be referred to the Schedule 1 of the Contract, the number of the House is
subject to the number indicated in the Schedule 1). 

The purpose of the House is for commercial use, the
House is framework and shear-wall structure, the floor is 4.5m in height. The building has 38
floors above the ground and two floors underground. 

---3--- 




The balcony of the House is [Closed] or [Non-Closed] 

The gross area of the House [agreed in the contract]
[registered in the property right certificate] is 1240.9 square meters,
of which the building area inside the House is ______square metes, the public
and shared area is _____square meters (the composition of the public and shared
area can be referred to the Schedule 2). 

	 
	 
	 


Article 4 Method of Valuating and Price 

The Vendor and Vendee agree that the price of the House shall
be calculated by the following first method: 

1. The House is valuated in accordance with the building area,
the unit price for one square meter of the House is RMB13500.00, the
total price for the House is RMB sixteen million and seven hundred fifty
two thousand one hundred and fifty yuan only. 

2. The House is valuated in accordance with the building area
inside the House, the unit price for one square meter of the House is
RMB_______, the total price for the House is RMB 

3. The House is valuated in accordance with the suite, the
total price for the House is RMB__________. 

	4. 
	 
	 


Article 5 Area Confirmation and Treatment to the
Discrepancies in Area 

According to the above selected mode of valuating the price,
this Article defines the [building area] [building area inside the House] (Area
is called in this Article for short) as the basis for dealing with the
discrepancies. 

When the price is calculated according to the suite, this
Article is not applicable. 

When the area specified in the contract has discrepancies with
the area registered in property right, the latter shall prevail. 

After the House is delivered, if the area specified in the
contract has discrepancies with the area registered in property right, the two parties agree to deal
with the issue by the following first mode: 

---4---- 




	 	
       
	1. 	
      The two parties agree to address the discrepancy in
      accordance with the following provisions:

	 	 	 
		(1) 	
      Subject to the area registered in the property rights
      ownership certificate, calculate the price of the House in accordance with
      the unit price prescribed in Clause 1 of Article 4 of the Contract;
      .

	 	 	 
		(2) 	
      Compare the real price paid for the House and the
      total price of the House prescribed in Clause 1 under Article 4 of the
      Contract, make up the short payment and refund the
  overpayment.

	 	 	 
		(3) 	
      The price of the House that shall be paid or refunded
      shall be settled within 30 days from the date when the property rights
      certificate is issued.

	 	 	 
		(4) 	
      

	 	 	 
	2. 	
      The two parties agree to deal with the issue in
      accordance with the following principles:

	 	 	 
		(1) 	
      The absolute value of area error is within 3% (3%
      included), it shall be settled at the price of the House.

	 	 	 
		(2) 	
      When such area error exceeds 3%, the Vendee has the right
      to return the House.



If the Vendee returns the House, the Vendor shall return the
paid the fund for the House within 30 days after the Vendee makes the demand for
returning the House and pay the interests accrued at the rate of
______________________ . 

If the Vendee does not return the House and area error is
within 3% (3% included), that part of the price for the House shall be assumed
by the Vendee. If the area error is more than 3%, the part of the price
exceeding 3% shall be assumed by the Vendor, the property right shall be owned
by the Vendee. When the area registered in the certificate of property right is
less than the area registered in the contract, the part of the price for the
House within 3% of the absolute value of area error shall be refunded to the
Vendee; when the absolute value of area error exceed 3%, the part of the price
for the House exceeding 30% shall be paid to the Vendee at a double rate. 

	 	Area registered in property right –
      Area Specified in Contract 	  
	 Ratio of Area Error = 	
      -----------------------------------------------------------------------------------
	×100% 
	 	Area Specified in Contract  	 


When the area error is caused by change of design, the
supplementary agreement shall be signed if the two parties do not dismiss the
contract. 

Article 6 Payment Terms and Deadline 

The Vendee agrees to pay the price of the House in accordance
with the following third means:

 ---5--- 





	(1) Make payment in a lump 
	 
	 
	     
	 
	(2) Make Payment in Instalments 
	 
	 
	 
	 


(3). Other Means 

The Vendee shall, prior to August 25, 2006, pay the amount
of RMB ten million only, the remaining amount of RMB six million and
seven hundred and fifty two thousand one hundred and fifty yuan shall
paid prior to the delivery of the House. 

Article 7 The Liabilities of the Vendee for for Overdue
Payment of the Price of the House 

If the Vendee fails to pay the price for the House as scheduled
in the contract, it shall be dealt with by the following first means:


1. During the overdue period, it shall be dealt with separately
(No accumulation is made): 

(1) When the overdue payment is within 30 days, the
Vendee shall pay 0.01% of the overdue payable as penalty a day from the
second date of the date scheduled for payment to the date of paying the full
amount of the price for the House, the Contract shall continue to be executed.


(2) When the overdue payment exceeds 30 days, the Vendor
has the right to cancel the contract. the Vendee shall pay the penalty to the
Vendor at the rate of 1% of total payable if he cancels the Contract. If
the Vendee is willing to continue to fulfil the contract, upon the consent by
the Vendor, the contract continue to be executed. The Vendee shall pay the
penalty to the Vendor at a rate 0.015% of the overdue payment a day from
the second date of the scheduled date for such payment to the date when the
price for the House is fully paid (the rate shall not be less than that in Item
1). 

The overdue payable in this Article refers to the balance
between matured payable prescribed in Article 6 of the Contract and the paid-up
fund. When the instalment payment is applied, the balance shall be determined
according to the instalment payable and the paid-up fund. 

	2. 
	 
	 
	 
	 


---6---- 




Article 8 Deadline for Delivery 

The Vendor shall, prior to May 30, 2008 and in
accordance with the provisions of the state and local people’s government,
deliver the commodity house satisfying the following first condition and
complying with the provisions of the Contract to the Vendee: 

	1. 	
      The commodity house passes the final acceptance
    check

	 	 
	2. 	
      The commodity house passes the overall acceptance
      check

	 	 
	3. 	
      The commodity house passes the overall acceptance check
      in phases

	 	 
	4. 	
      The document approving the commercial delivery of the
      House is issued

	 	 
	5. 	
       



In the case of the following special circumstances, unless
otherwise agreed by the parties hereto through consultation to cancel or change
the Contract, the Vendor can postpone the payment accordingly based on the real
conditions: 

	1. 	
      The Vendor meets with the Force Majeure and advise the
      Vendee the Force Majeure within 15 daysafter the occurrence of the
      same; 



	 	 
	2. 	
       

	 	 
	3. 	


Article 9 The Liability of the Vendor for Overdue Delivery


Except for the special circumstance specified in Article 8, if
the Vendor fails to deliver the House to the 

Vendee on the deadline defined in the contract, it shall be
dealt with in the following 1st means: 

1. Deal with separately according the overdue period (No
accumulation is made) 

(1) When the overdue delivery is within
60 days, the Vendor shall pay 0.01% of the paid price for the
House as penalty a day from the next date after deadline defined in Article 8
for paying the price for the House to the date when the House is delivered, the
Contract continues to be executed; 

(2) When the overdue delivery exceeds
60 days, the Vendee has the right to cancel the Contract; the Vendor
shall refund the paid price for the House within 30 days from the date of
receiving the notice of cancelling the contract and pay the penalty to the
Vendee at the rate of 1% of the price paid for the House. If the Vendee
is willing to continue to perform the contract, the Vendor shall pay the penalty
to the Vendee at a rate 0.015% of the paid price for the House from the
second date of the deadline for the delivery of House to the date when the House
is delivered (the rate shall not be less than that in Item 1). 

---7--- 




	 
	2. 
	 
	 


Article 10 Agreement on Change in Planning and Design


When the changes approved by the planning authority in the
planning and design affect the quality, quantity or the function of the House
purchased by the Vendee, the Vendor shall advise in writing the Vendee within 10
days from the date of approval. 

	(1) 	
      the structure, house type, dimensional size and
      orientation;

	 	 
	(2) 	
      

	 	 
	(3) 	
      

	 	 
	(4) 	
      

	 	 
	(5) 	
      

	 	 
	(6) 	
      

	 	 
	(7) 	
      



The Vendee has the right to reply whether to return the House
within 15 days from the receipt of the notice in writing. If not so, it shall be
deemed as accepting such changes. If the Vendor does not advise the Vendor
within the prescribed time, the Vendee has the right to return the House. 

If the Vendee wants to return the House, the Vendor shall
refund the price paid for the House to the Vendee within 30 days from the date
when the Vendee demand the return of the House and pay the interests at the
interest rate of the bank deposit. If not so, the Vendee shall sign the
supplementary agreement with the Vendor. 

Article 11 Handover 

When the commodity house satisfy the required condition for
delivery, the Vendor shall advise in writing the Vendee to handle the procedures
for handover. When the two parties hand over the House, the Vendor shall show
the certificates specified in Article 8 of the Contract and sign the handover
note of the House. If the House is for residential purpose, the Vendor shall
provide the Letter of Quality for Residential Houses and Instruction for Using
Residential House. If the Vendor does not show these documents or these
documents are not complete, the Vendee has the right to reject the handover of
the House. The liabilities for delaying the delivery of the House shall be born
by the Vendor. 

If the House fails to be delivered on the part of the Vendee,
it shall be dealt with by the following means: The Vendee bears the whole
liabilities. 

Article 12 The Vendor guarantees that the commodity house
for sales are not involved in the dispute over the property right, the creditors’ right and
liabilities. Should the property right of the House cannot be registered or the
dispute arise over the creditor’s right and liabilities due to the reasons
attributable to the Vendor, the Vender shall bear the whole liabilities. 

---8---- 




Article 13 The Liabilities of the Vendor for Breaching the
Commitments to the Decoration and 

Equipment Standards 

The decoration and equipment standards of the marketable house
delivered by the Vendor shall comply with the standards agreed by the parties
hereto (Annex 3). If not so, the Vendee has the right to deal with the issue in
accordance with the following first means: 

	1. 	
      The Vendor compensates the price difference of the
      decoration and equipments at a double rate.

	 	 
	2. 	
       

	 	 
	3. 	
       



Article 14 The Commitments of the Vendor on the Normal
Operation of Infrastructure, Public Supporting Utilities and Buildings 

The Vendor pledges that the following infrastructure and public
supporting utilities directly related to the normal use of the House satisfy the
condition for utilization on the following date: 

	1. 	
      

	 	 
	2. 	
      

	 	 
	3. 	
      

	 	 
	4. 	
      

	 	 
	5. 	
      



If the infrastructure and supporting services fail to reach the
usable condition, the two parties agree to deal with in accordance with the following means: 

	1. 	
      

	 	 
	2. 	
      

	 	 
	3. 	
      



Article 15 Agreement on Property Rights Registration


The Vendor shall, within 180 days after the delivery of the
House, file the materials provided by the Vendor with the property rights
registration authority for house ownership registration. If the Vendee fails to
obtain the certificate of house ownership on the part of the Vendor, the two
parties agree to deal with it according to the following Item 2: 

---9--- 




1. If the Vendee returns the House, the Vendor shall refund the
price paid for the House to the Vendee within ____ days after the Vendee
forwards the demand for returning the House and shall compensate the loss to the
Vendee at the rate of ______of the paid price for the House. 

2. If the Vendee does not return the House, the Vendor shall
pay the penalty to the Vendee at the rate of 1% of the paid price for the House.


	3.



Article 16 Warranty Responsibility 

If the commodity house purchased by the Vendee is the commodity
residential house, Warranty for Quality of Residential House shall be the
schedule of the Contract. The Vendor bears the corresponding warranty
responsibility in accordance with Warranty for Quality of Residential House from
the date when the commodity house is delivered and used. 

If the commodity house purchased by the Vendee is non-commodity
residential house, the two parties shall defines the scope, term and
responsibility of warranty in the form of schedule. 

In case the quality problem occurs during the quality warranty
period within the warranty scope, the Vendor shall perform the obligation of
warranty. The Vendor bears no liabilities to the damage caused by the Force
Majeure or due to the reasons not attributable to the Vendor, but it can assist
the repair and the cost for such repair shall be assumed by the Vendee. 

The specific warranty responsibility, scope and time shall
be executed in accordance with the provisions of relevant state
authorities. 

Article 17 The two parties agree on the following matters:


1. The right of using the roof of the House is located:
executed in accordance with the relevant laws and regulations. 

2. The right of using the outside wall surface of the House
where the House is located: executed in accordance with the relevant
laws and regulations. 

3. The right of naming the building where the House is located:
owned by the Vendor. 

4. The right of naming the residential community where the
House is located: owned by the Vendor. 

---10---- 





	5. 	
	 	 
	6. 	
       



Article 18 The House of the Vendee is used only for
commercial purpose. During the period of using the House, the Vendee shall not change the main
structure, bearing structure and purpose. Unless otherwise specified by the
contract and the Schedules, the Vendee has the right to use the public sections
and utilities related to the commodity house, and shall bear the obligation in
accordance with occupied land, public sections and shared apportion area of the
House. 

The Vendor shall not change the purpose of the public section
and facilities of the building where the House is located. 

	
	 
	 


Article 19 Any dispute arising from the execution of this
Contract shall be settled by the parties concerned through negotiation. In case
no settlement can be reached, the dispute shall be settled in following
2nd means: 

	1. 	
      Submit the dispute to __________Arbitration Commission
      for arbitration award.

	 	 
	2. 	
      Litigate to the court of justice for
  verdict



Article 20 The matters not covered in this Article shall be
settled by signing the supplementary agreement between the two parties
(Schedule 4) . 

Article 21 The Schedules of the Contract bear the same legal
force as the contract does. The texts filled in the blank parts have the
same legal force with the printed text. 

Article 22 This contract, together with its Schedules, has
19 pages in total and is composed in three copies of one original, all bear the
same legal force, the copies of the original of the Contract are held as
follows: 

The Vendor holds 2 copies of the original, the Vendee holds one
copy of the original, __________. 

---11--- 




Article 23. The Contract takes effect from the date when it
is executed by the two parties. 

Article 24 If commodity house is approved for presale, the
Vendor shall, within 30 days from the effective date of the Contract, apply to
Real Estate Administration of Guiyang City for registration and filing. 

	Vendor: Guiyang New Century Real Estate Development Co.,
      Ltd (Seal) 	
    	Vendee: Qianxinan Silvan Flooring Company
      Limited 	
      
      

	 	 
	Legal Representative: 	Legal Representative: 
	 	 
	Authorized Agent: 	Authorized Agent: 
	 	 
	(Signature and Seal) 	(Signature and Seal) 
	 	 
	Date: August 25, 2006 	Date: August 25, 2006 
	 	 
	Venue: 	Venue: 



---12---- 




 



 

---13--- 









Schedule 2  Notes on Public Sections and Apportion Areas of the House   


According the “Rules for Calculating Sold Area of Commodity House and Apportion Area”,  

	
(1) 		
The elevator shaft, stair case, garbage chute, substation room, equipment house, lobbies and corridor, duty room and other functional utilities are the public houses for the service of the building and apportion area of the
building;

	
	 	 
	
(2) 		
The separating wall between unit 2 of the Suite 1 and the public building and outside walls (including the wall) is the half of horizontally-projected area.

	



---14---- 






Schedule 3: Standard for Decoration and Equipments 

	1. 	
      Outside Walls: covered with tiles and
  paints

	 	 
	2. 	
      Internal walls: Mixed mortar clear

	 	 
	3. 	
      Ceiling: Mixed mortar clear

	 	 
	4. 	
      Floor: Leveled and broom-finish

	 	 
	5. 	
      Doors and windows: Aluminum windows, the entrance
      door is theft-proof door, no inside door is installed.

	 	 
	6. 	
      Kitchen: the floor is waterproof, the wall surface
      is covered with cement and mortar clear, one water nozzle for water
      test.

	 	 
	7. 	
      Toilet: the floor is waterproof, the walls surface
      is covered with cement and mortar clear, one water nozzle for water
      test.

	 	 
	8. 	
      Balcony: the floor is covered with cement, mortar
      and broom-finish

	 	 
	9. 	
      Elevator: Shanghai Mitsubishi Elevator

	 	 
	10. 	
      Others: one ammeter for one household, the water
      meter is installed inside the household, direct broadband access to the
      Internet and telephone line (the fee for them shall be born by the
      user).



---15--- 









Schedule 4: Supplementary Provisions for the Contract   


---16----