EXHIBIT
        10.1

       

      AGREEMENT
        FOR SHARE EXCHANGE

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    AGREEMENT
      FOR SHARE EXCHANGE


    


    THIS
      AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of April 7, 2006, by
      and among Grand
      Canal Entertainment, Inc.,
      a
      Delaware corporation (the
      "Buyer", “GCNL” or the “Company”)
      and
Tagalder
      C3 Holdings, Inc.,
      a BVI
      corporation (“TAGALDER”
      or the “Acquiree”),
      and NT
      HOLDING CORP., the sole shareholder of TAGALDER (“NTHH”)

    


    RECITALS:

    


    GCNL
      and
      TAGALDER desire to complete a share exchange transaction pursuant to which
      GCNL
      shall acquire all of the issued and outstanding stock of TAGALDER solely in
      exchange for the issuance of shares of voting stock of GCNL; and

    


    The
      Board
      of Directors of GCNL and the Board of Directors of TAGALDER have each approved
      the proposed transaction, contingent upon satisfaction prior to closing of
      all
      of the terms and conditions of this Agreement; and

    


    NTHH
      is
      the sole owner of all of the issued and outstanding common stock of TAGALDER;
      and

    


    TAGALDER
      owns 51% of Shanxi Jinyan Coal and Chemical Company Limited, a PRC incorporated
      entity through Shanxi Fujia Coking and Chemical Company Limited, a PRC company;
      and

    


    THE
      PARTIES desire to make certain representations, warranties and agreements in
      connection with completion of the proposed share exchange
      transaction.

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals, which shall be considered
      an integral part of this Agreement, and the covenants, conditions,
      representations and warranties hereinafter set forth, the parties hereby agree
      as follows:

    


    ARTICLE
      I 

    THE
      EXCHANGE

    


    1.1 The
      Exchange.
      At the
      Closing (as hereinafter defined), GCNL shall acquire all of the issued and
      outstanding stock of TAGALDER from NTHH. Consideration to be issued by GCNL
      shall be a total of 39,702,080 shares of its common stock (the “Exchange
      Shares”) in exchange for 1,000 shares of TAGALDER, representing 100% of the
      issued and outstanding stock of TAGALDER. The Exchange shall take place upon
      the
      terms and conditions provided for in this Agreement and in accordance with
      applicable law. GCNL has a total of authorized capital of 100,000,000 shares
      and
      at closing will have a total of 45,116,000 shares issued and outstanding.


    


    1.2 Closing
      and Effective Time.
      Subject
      to the provisions of this Agreement, the parties shall hold a closing (the
      "Closing") on (i) the first business day on which the last of the conditions
      set
      forth in Article V to be fulfilled prior to the Closing is fulfilled or waived
      or (ii) at such time and place as the parties hereto may agree. Such date shall
      be the date of Exchange (the "Effective Time"). Effective Time shall be no
      later
      than April 21, 2006

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES

    


    2.1 Representations
      and Warranties of GCNL.
      GCNL
      represents and warrants to TAGALDER and NTHH as follows:

    


    (a) Organization,
      Standing and Power.
      GCNL is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware, has all requisite power and authority to own,
      lease and operate its properties and to carry on its business as now being
      conducted, and is duly qualified and in good standing to do business in each
      jurisdiction in which the nature of its business or the ownership or leasing
      of
      its properties makes such qualification necessary.

     

    (b) Reserved.

    


    (c) Certificate
      of Incorporation, Bylaws, and Minute Books.
      The
      copies of the Articles of Incorporation and of the Bylaws of GCNL which have
      been delivered to TAGALDER are true, correct and complete copies thereof. The
      minute book of GCNL, which has been made available for inspection, contains
      accurate minutes of all meetings and accurate consents in lieu of meetings
      of
      the Board of Directors (and any committee thereof) and of the shareholders
      of
      GCNL since the date of incorporation and accurately reflects all transactions
      referred to in such minutes and consents in lieu of meetings.

    


    (d) Authority.
      GCNL
      has all requisite power and authority to enter into this Agreement and to
      consummate the transactions contemplated hereby. The execution and delivery
      of
      this Agreement and the consummation of the transactions contemplated hereby
      have
      been duly authorized by the Board of Directors of GCNL. No other corporate
      or
      shareholder proceedings on the part of GCNL are necessary to authorize the
      Exchange, or the other transactions contemplated hereby.

    


    (e) Conflict
      with Other Agreements; Approvals.
      The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby will not result in any violation of, or default
      (with or without notice or lapse of time, or both) under, or give rise to a
      right of termination, cancellation or acceleration of any obligation or the
      loss
      of a material benefit under, or the creation of a lien, pledge, security
      interest or other encumbrance on assets (any such conflict, violation, default,
      right of termination, cancellation or acceleration, loss or creation, a
      "violation") pursuant to any provision of the Articles of Incorporation or
      Bylaws or any organizational document of GCNL or, result in any violation of
      any
      loan or credit agreement, note, mortgage, indenture, lease, benefit plan or
      other agreement, obligation, instrument, permit, concession, franchise, license,
      judgment, order, decree, statute, law, ordinance, rule or regulation applicable
      to GCNL which violation would have a material adverse effect on GCNL taken
      as a
      whole. No consent, approval, order or authorization of, or registration,
      declaration or filing with, any court, administrative agency or commission
      or
      other governmental authority or instrumentality, domestic or foreign (a
      "Governmental Entity") is required by or with respect to GCNL in connection
      with
      the execution and delivery of this Agreement by GCNL or the consummation by
      GCNL
      of the transactions contemplated hereby.

    


    (f) Books
      and Records.
      GCNL
      has made and will make available for inspection by TAGALDER upon reasonable
      request all the books of GCNL relating to the business of GCNL. Such books
      of
      GCNL have been maintained in the ordinary course of business. All documents
      furnished or caused to be furnished to TAGALDER by GCNL are true and correct
      copies, and there are no amendments or modifications thereto except as set
      forth
      in such documents.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (g) Compliance
      with Laws.
      GCNL is
      and has been in compliance in all material respects with all laws, regulations,
      rules, orders, judgments, decrees and other requirements and policies imposed
      by
      any Governmental Entity applicable to it, its properties or the operation of
      its
      businesses.

    


    (h) Dilutive
      Securities. GCNL
      has
      no dilutive securities of any kind, including but not limited to warrants,
      options or employee stock options outstanding.

    


    (i) Reserved.

    


    (j) Litigation.
      There
      is no suit, action or proceeding pending, or, to the knowledge of GCNL,
      threatened against or affecting GCNL which is reasonably likely to have a
      material adverse effect on GCNL, nor is there any judgment, decree, injunction,
      rule or order of any Governmental Entity or arbitrator outstanding against
      GCNL
      having, or which, insofar as reasonably can be foreseen, in the future could
      have, any such effect.

    


    (k) Tax
      Returns.
      GCNL
      has duly filed or will file prior to Closing any tax reports and returns
      required to be filed by it and has fully paid all taxes and other charges
      claimed to be due from it by any federal, state or local taxing authorities.
      There are not now any pending questions relating to, or claims asserted for,
      taxes or assessments asserted upon GCNL.

    


    2.2 Representations
      and Warranties of TAGALDER.
      TAGALDER
      represents and warrants to GCNL as follows:

    


    (a)  Organization,
      Standing and Power.
      TAGALDER is a corporation duly organized, validly existing and in good standing
      under the laws of the British Virgin Islands, has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now being conducted, and is duly qualified and in good standing to do
      business in each jurisdiction in which the nature of its business or the
      ownership or leasing of its properties makes such qualification
      necessary.

    


    (b) Capital
      Structure.
      The
      authorized capital stock of TAGALDER consists of fifty thousand (50,000) shares
      of Common Stock with par value of United States One Dollar ($1.00) per share.
      As
      of the date of execution of this Agreement, it has a total of one thousand
      (1,000) share of common stock issued and outstanding. All outstanding shares
      of
      TAGALDER stock are validly issued, fully paid and non assessable and not subject
      to preemptive rights or other restrictions on transfer. All of the issued and
      outstanding shares of TAGALDER were issued in compliance with all applicable
      securities laws. There are no options, warrants, calls, agreements or other
      rights to purchase or otherwise acquire from TAGALDER at any time, or upon
      the
      happening of any stated event, any share of the capital stock of
      TAGALDER.

    


    (c) Certificate
      of Incorporation, Bylaws and Minute Books.
      The
      copies of the Certificate of Incorporation and of the other corporate documents
      of TAGALDER which have been delivered to GCNL are true, correct and complete
      copies thereof. The minute books of TAGALDER which have been made available
      for
      inspection contain accurate minutes of all meetings and accurate consents in
      lieu of meetings of the Board of Directors (and any committee thereof) and
      of
      the shareholders of TAGALDER since the date of incorporation and accurately
      reflect all transactions referred to in such minutes and consents in lieu of
      meetings.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (d) Authority.
      TAGALDER has all requisite power to enter into this Agreement and, subject
      to
      approval of the proposed transaction by the holders of 100% of its issued and
      outstanding shares which are entitled to vote to approve the proposed
      transaction, has the requisite power and authority to consummate the
      transactions contemplated hereby. Except as specified herein, no other corporate
      or shareholder proceedings on the part of TAGALDER are necessary to authorize
      the Exchange and the other transactions contemplated hereby.

    


    (e) Conflict
      with Agreements; Approvals.
      The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated hereby will not, conflict with, or result in any
      violation of any provision of the Certificate of Incorporation or Bylaws of
      TAGALDER or of any loan or credit agreement, note, mortgage, indenture, lease,
      benefit plan or other agreement, obligation, instrument, permit, concession,
      franchise, license, judgment, order, decree, statute, law, ordinance, rule
      or
      regulation applicable to TAGALDER or its properties or assets. No consent,
      approval, order or authorization of, or registration, declaration or filing
      with, any Governmental Entity is required by or with respect to TAGALDER in
      connection with the execution and delivery of this Agreement by TAGALDER, or
      the
      consummation by TAGALDER of the transactions contemplated hereby.

    


    (f) Subsidiary
      and Business.
      TAGALDER owns 100% of Hopeful Asia Limited, a Hong Kong company, which owns
      75%
      of Shanxi Fujia Coking and Chemical Company Limited, a wholly owned foreign
      enterprise incorporated in China ("FJCC") that owns a 20 years drilling rights
      of a coke mine property called Yong'an Coal Mine, located in Xixinzhuang Town
      of
      Xiaoyi City, Shanxi Province, China. Also, FJCC shall complete its procedures
      to
      acquire 51% ownership of Shanxi Jinyan Coal and Chemical Company Limited, a
      company incorporated in China ("Shanxi Jinyan") engages in businesses of coal
      processing, chemical products manufacturing and power generations. TAGALDER,
      FJCC and Shanxi
      Jinyan shall
      hereinafter be referred to as the "Acquired Entities."

    


    (g) Books
      and Records.
      TAGALDER has made and will make available for inspection by GCNL upon reasonable
      request all the books of account, relating to the business of the Acquired
      Entities. Such books of account of the Acquired Entities have been maintained
      in
      the ordinary course of business. All documents furnished or caused to be
      furnished to GCNL by TAGALDER are true and correct copies, and there are no
      amendments or modifications thereto except as set forth in such
      documents.

    


    (h) Compliance
      with Laws.
      The
      Acquired Entities are and have been in compliance in all material respects
      with
      all laws, regulations, rules, orders, judgments, decrees and other requirements
      and policies imposed by any Governmental Entity applicable to each ot them,
      their properties or the operation of their respective businesses.

    


    (i) Liabilities
      and Obligations.
      Acquired Entities has no material liabilities or obligations (absolute, accrued,
      contingent or otherwise) except those stated in the latest audited financial
      statements filed by NTHH with Security and Exchange Commission for NTHH’s year
      ending December 31, 2005.

    


    (j) Litigation.
      There is
      no suit, action or proceeding pending, or, to the knowledge of any of the
      Acquired Entities threatened against or affecting such Acquired Entity, which
      is
      reasonably likely to have a material adverse effect on TAGALDER or any of the
      Acquired Entities, taken as a whole, nor is there any judgment, decree,
      injunction, rule or order of any Governmental Entity or arbitrator outstanding
      against any of the Acquired Entities having, or which, insofar as reasonably
      can
      be foreseen, in the future could have, any such effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (k) Taxes.
      Each of
      the Acquired Entities has filed or will file within the time prescribed by
      law
      (including extension of time approved by the appropriate taxing authority)
      all
      tax returns and reports required to be filed with all other jurisdictions where
      such filing is required by law; and each of the Acquired Entities has paid,
      or
      made adequate provision for the payment of all taxes, interest, penalties,
      assessments or deficiencies due and payable on, and with respect to such
      periods. TAGALDER knows of (i) no other tax returns or reports which are
      required to be filed which have not been so filed and (ii) no unpaid assessment
      for additional taxes for any fiscal period or any basis therefore.

    


    (l) Licenses,
      Permits; Intellectual Property.
      Each of
      the Acquired Entities owns or possesses in the operation of its business all
      material authorizations which are necessary for it to conduct its business
      as
      now conducted. Neither the execution or delivery of this Agreement nor the
      consummation of the transactions contemplated hereby will require any notice
      or
      consent under or have any material adverse effect upon any such
      authorizations.

    


    2.3 Representations
      and Warranties of NTHH.
      By
      execution of this Agreement, NTHH represents and warrants to GCNL as
      follows:

    


    (a) Shares
      Free and Clear.
      The
      shares of TAGALDER which NTHH owns are free and clear of any liens, claims,
      options, charges or encumbrances of any nature.

    


    (b) Unqualified
      Right to Transfer Shares.
      NTHH
      has the unqualified right to sell, assign, and deliver the shares of TAGALDER
      and, upon consummation of the transactions contemplated by this Agreement,
      GCNL
      will acquire good and valid title to such shares, free and clear of all liens,
      claims, options, charges, and encumbrances of whatsoever nature.

    


    (c) Agreement
      and Transaction Duly Authorized.
      NTHH is
      authorized to execute and deliver this Agreement and to consummate the share
      exchange transaction described herein. Neither the execution and delivery of
      this Agreement nor the consummation of the transactions contemplated hereby
      will
      constitute a violation or default under any term or provision of any contract,
      commitment, indenture, other agreement or restriction of any kind or character
      to which such NTHH is a party or by which such NTHH is bound.

    


    (d) Share
      Ownership.
      NTHH is
      presently the sole shareholder of TAGALDER, and owns a total of 1,000
      shares.

     

    ARTICLE
      III

    COVENANTS
      RELATING TO CONDUCT OF BUSINESS

    


    3.1 Covenants
      of TAGALDER and GCNL.
      During
      the period from the date of this Agreement and continuing until the Effective
      Time, TAGALDER, the Acquired Entities and GCNL each agree as to themselves
      (except as expressly contemplated or permitted by this Agreement, or to the
      extent that the other party shall otherwise consent in writing):

    


    (a) Ordinary
      Course.
      Each
      party shall carry on its respective businesses in the usual, regular and
      ordinary course in substantially the same manner as heretofore
      conducted.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) Dividends;
      Changes in Stock.
      No
      party shall (i) declare or pay any dividends on or make other distributions
      in
      respect of any of its capital stock, or (ii) repurchase or otherwise acquire,
      or
      permit any subsidiary to purchase or otherwise acquire, any shares of its
      capital stock.

    


    (c) Issuance
      of Securities.
      No
      party shall issue, deliver or sell, or authorize or propose the issuance,
      delivery or sale of, any shares of its capital stock of any class, any voting
      debt or any securities convertible into, or any rights, warrants or options
      to
      acquire, any such shares, voting debt or convertible securities.

    


    (d) Governing
      Documents.
      No
      party shall amend or propose to amend its Articles of Incorporation or
      Bylaws.

    


    (e) No
      Dispositions.
      Except
      for the transfer of assets in the ordinary course of business consistent with
      prior practice, no party shall sell, lease, encumber or otherwise dispose of,
      or
      agree to sell, lease, encumber or otherwise dispose of, any of its assets,
      which
      are material, individually or in the aggregate, to such party.

    


    (f) Indebtedness.
      No
      party shall incur any indebtedness for borrowed money or guarantee any such
      indebtedness or issue or sell any debt securities or warrants or rights to
      acquire any debt securities of such party or guarantee any debt securities
      of
      others other than in each case in the ordinary course of business consistent
      with prior practice.

    


    3.2
       Other
      Actions.
      No
      party shall take any action that would or is reasonably likely to result in
      any
      of its representations and warranties set forth in this Agreement being untrue
      as of the date made (to the extent so limited), or in any of the conditions
      to
      the Exchange set forth in Article V not being satisfied.

    


    ARTICLE
      IV

    ADDITIONAL
      AGREEMENTS AND RELATED TRANSACTIONS

    


    4.1 Restricted
      GCNL Shares.
      The
      Exchange Shares will not be registered under the Securities Act, but will be
      issued pursuant to applicable exemptions from such registration requirements
      for
      transactions not involving a public offering and/or for transactions which
      constitute “offshore transactions” as defined in Regulation S under the
      Securities Act of 1933. Accordingly, the Exchange Shares will constitute
      "restricted securities" for purposes of the Securities Act and the holders
      of
      Exchange Shares will not be able to transfer such shares except upon compliance
      with the registration requirements of the Securities Act or in reliance upon
      an
      available exemption therefrom. The certificates evidencing the Exchange Shares
      shall contain a legend to the foregoing effect and the holders of such shares
      shall deliver at Closing an Investment Letter acknowledging the fact that the
      Exchange Shares are restricted securities and agreeing to the foregoing transfer
      restrictions.

    


    4.2 Access
      to Information.
      Upon
      reasonable notice, GCNL and TAGALDER shall each afford to the officers,
      employees, accountants, counsel and other representatives of the other company,
      and with respect to TAGALDER, the Acquired Entities, access to all their
      respective properties, books, contracts, commitments and records and, during
      such period, each of GCNL and TAGALDER shall furnish promptly to the other
      (a) a
      copy of each report, schedule, registration statement and other document filed
      or received by it during such period pursuant to the requirements of Federal
      or
      state securities laws and (b) all other information concerning its business,
      properties and personnel as such other party may reasonably request. Unless
      otherwise required by law, the parties will hold any such information which
      is
      nonpublic in confidence until such time as such information otherwise becomes
      publicly available through no wrongful act of either party, and in the event
      of
      termination of this Agreement for any reason each party shall promptly return
      all nonpublic documents obtained from any other party, and any copies made
      of
      such documents, to such other party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    4.3 Legal
      Conditions to Exchange.
      Each of
      GCNL and TAGALDER shall take all reasonable actions necessary to comply promptly
      with all legal requirements which may be imposed on itself with respect to
      the
      Exchange and will promptly cooperate with and furnish information to each other
      in connection with any such requirements imposed upon any of them or upon any
      of
      their related entities or subsidiaries in connection with the Exchange. Each
      party shall take all reasonable actions necessary to obtain (and will cooperate
      with each other in obtaining) any consent, authorization, order or approval
      of,
      or any exemption by, any Governmental Entity or other public or private third
      party, required to be obtained or made by GCNL or TAGALDER or any of their
      related entities or subsidiaries in connection with the Exchange or the taking
      of any action contemplated thereby or by this Agreement.

    


    4.4 Board
      of Directors and Officers.
      There
      should be no change in the board of directors of TAGALDER

    


    4.5 Potential
      Rescission.
      Immediately upon execution of this Agreement TAGALADER and NTHH shall seek
      any
      and all consents required for completion of the acquisition of Shanxi Jinyan.
      In
      the event TAGALDER and NTHH fail to obtain such consent or clear the government
      procedures required to complete such acquisition on or before May 31, 2006,
      GCNL
      and R Capital shall have the option to require TAGALDER to rescind the share
      exchange transaction contemplated by this Agreement and unwind the
      transaction.

    


    ARTICLE
      V

    CONDITIONS
      PRECEDENT

    


    5.1 Conditions
      to Each Party's Obligation To Effect the Exchange.
      The
      respective obligations of each party to effect the Exchange shall be conditional
      upon the filing, occurring or obtainment of all authorizations, consents, orders
      or approvals of, or declarations or filings with, or expirations of waiting
      periods imposed by any governmental entity or by any applicable law, rule,
      or
      regulation governing the transactions contemplated hereby.

    


    5.2 Conditions
      to Obligations of GCNL.
      The
      obligation of GCNL to effect the Exchange is subject to the satisfaction of
      the
      following conditions on or before the Closing Date unless waived by
      GCNL:

    


    (a) Representations
      and Warranties.
      The
      representations and warranties of TAGALDER and of NTHH set forth in this
      Agreement shall be true and correct in all material respects as of the date
      of
      this Agreement and (except to the extent such representations and warranties
      speak as of an earlier date) as of the Closing Date as though made on and as
      of
      the Closing Date, except as otherwise contemplated by this Agreement, and GCNL
      shall have received a certificate signed on behalf of TAGALDER by the President
      of TAGALDER and a certificate signed by NTHH to such effect.

    


    (b) Performance
      of Obligations of TAGALDER.
      TAGALDER shall have performed in all material respects all obligations required
      to be performed by it under this Agreement at or prior to the Closing Date,
      and
      GCNL shall have received a certificate signed on behalf of TAGALDER by the
      President to such effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c) Closing
      Documents.
      GCNL
      shall have received such certificates and other closing documents as counsel
      for
      GCNL shall reasonably request.

    


    (d) Reserved..

    


    (e) Consents.
      TAGALDER shall have obtained the consent or approval of each person whose
      consent or approval shall be required in connection with the transactions
      contemplated hereby under any loan or credit agreement, note, mortgage,
      indenture, lease or other agreement or instrument, except those for which
      failure to obtain such consents and approvals would not, in the reasonable
      opinion of GCNL, individually or in the aggregate, have a material adverse
      effect on TAGALDER, the Acquired Entities, and of their subsidiaries and related
      entities taken as a whole upon the consummation of the transactions contemplated
      hereby. TAGALDER shall also have received the approval of NTHH in accordance
      with applicable law.

    


    (f) Due
      Diligence Review.
      GCNL
      shall have completed to its reasonable satisfaction a review of the business,
      operations, finances, assets and liabilities of TAGALDER and the Acquired
      Entities and shall not have determined that any of the representations or
      warranties of TAGALDER or NTHH contained herein are, as of the date hereof
      or
      the Closing Date, inaccurate in any material respect or that TAGALDER or NTHH
      is
      otherwise in violation of any of the provisions of this Agreement.

    


    (g) Pending
      Litigation.
      There
      shall not be any litigation or other proceeding pending or threatened to
      restrain or invalidate the transactions contemplated by this Agreement, which,
      in the sole reasonable judgment of GCNL, made in good faith, would make the
      consummation of the Exchange imprudent. In addition, there shall not be any
      other litigation or other proceeding pending or threatened against TAGALDER,
      the
      consequences of which, in the judgment of GCNL, could be materially adverse
      to
      TAGALDER.

    


    (h) Reserved. 

    


    5.3 Conditions
      to Obligations of TAGALDER.
      The
      obligation of TAGALDER to effect the Exchange is subject to the satisfaction
      of
      the following conditions unless waived by TAGALDER:

    


    (a) Representations
      and Warranties.
      The
      representations and warranties of GCNL set forth in this Agreement shall be
      true
      and correct in all material respects as of the date of this Agreement and
      (except to the extent such representations speak as of an earlier date) as
      of
      the Closing Date as though made on and as of the Closing Date, except as
      otherwise contemplated by this Agreement, TAGALDER shall have received a
      certificate signed on behalf of GCNL by the President to such
      effect.

    


    (b) Performance
      of Obligations of GCNL.
      GCNL
      shall have performed in all material respects all obligations required to be
      performed by it under this Agreement at or prior to the Closing Date, and
      TAGALDER shall have received a certificate signed on behalf of GCNL by the
      President to such effect.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (c) Closing
      Documents.
      TAGALDER shall have received such certificates and other closing documents
      as
      counsel for TAGALDER shall reasonably request.

    


    (d) Consents.
      GCNL
      shall have obtained the consent or approval of each person whose consent or
      approval shall be required in connection with the transactions contemplated
      hereby.

    


    (e) Due
      Diligence Review.
      TAGALDER shall have completed to its reasonable satisfaction a review of the
      business, operations, finances, assets and liabilities of GCNL and shall not
      have determined that any of the representations or warranties of GCNL contained
      herein are, as of the date hereof or the Closing Date, inaccurate in any
      material respect or that GCNL is otherwise in violation of any of the provisions
      of this Agreement.

    


    (f) Pending
      Litigation.
      There
      shall not be any litigation or other proceeding pending or threatened to
      restrain or invalidate the transactions contemplated by this Agreement, which,
      in the sole reasonable judgment of TAGALDER, made in good faith, would make
      the
      consummation of the Exchange imprudent. In addition, there shall not be any
      other litigation or other proceeding pending or threatened against GCNL the
      consequences of which, in the judgment of TAGALDER, could be materially adverse
      to GCNL.

    


    ARTICLE
      VI

    TERMINATION
      AND AMENDMENT

    


    6.1 Termination.
      This
      Agreement may be terminated at any time prior to the Effective
      Time:

    


    (a) by
      mutual
      consent of GCNL and TAGALDER;

    


    (b) by
      either
      GCNL or TAGALDER if there has been a material breach of any representation,
      warranty, covenant or agreement on the part of the other set forth in this
      Agreement which breach has not been cured within five (5) business days
      following receipt by the breaching party of notice of such breach, or if any
      permanent injunction or other order of a court or other competent authority
      preventing the consummation of the Exchange shall have become final and
      non-appealable; or

    


    (c) Reserved.

    


    6.2 Effect
      of Termination.
      In the
      event of termination of this Agreement by either TAGALDER or GCNL as provided
      in
      Section 6.1, this Agreement shall forthwith become void and there shall be
      no
      liability or obligation on the part of any party hereto. In such event, all
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expenses.

    


    6.3 Amendment.
      This
      Agreement may be amended by mutual agreement of GCNL, TAGALDER and the NTHH,
      provided that in the case of GCNL and TAGALDER, any such amendment must
      authorized by their respective Boards of Directors, and to the extent required
      by law, approved by their respective NTHH. Any such amendment must be by an
      instrument in writing signed on behalf of each of the parties
      hereto.

    


    6.4 Extension;
      Waiver.
      At any
      time prior to the Effective Time, the parties hereto, by action taken or
      authorized by their respective Board of Directors, may, to the extent legally
      allowed, (a) extend the time for the performance of any of the obligations
      or
      other acts of the other parties hereto, (b) waive any inaccuracies in the
      representations and warranties contained herein or in any document delivered
      pursuant hereto and (c) waive compliance with any of the agreements or
      conditions contained herein. Any agreement on the part of a party hereto to
      any
      such extension or waiver shall be valid only if set forth in a written
      instrument signed on behalf of such party.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    ARTICLE
      VII

    GENERAL
      PROVISIONS

    


    7.1 Survival
      of Representations, Warranties and Agreements.
      All of
      the representations, warranties and agreements in this Agreement or in any
      instrument delivered pursuant to this Agreement shall survive the Effective
      Time
      for a period of three years from the date of this Agreement.

    


    7.2 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally, telecopied (which is confirmed) or mailed
      by registered or certified mail (return receipt requested) to the parties at
      the
      following addresses (or at such other address for a party as shall be specified
      by like notice):

    


    (a) If
      to
      GCNL:

    


    Grand
      Canal Entertainment, Inc.

    c/o
      Cutler Law Group

    3206
      West
      Wimbledon Drive

    Augusta,
      GA 30909

    Attn:
      M.
      Richard Cutler

    Telephone:
      (706) 738-4122

    Facsimile:
      (706) 738-1966

    Email:
      rcutler@cutlerlaw.com

    


    (b) If
      to
      TAGALDER:

    


    8/Floor

    No.
      211
      Johnston Road

    Wanchai

    Hong
      Kong

    Telephone:
      852-2836-6202

    Facsimile:
      852-2836-0762

    


    


    (c) If
      to the
      NTHH, at the addresses of TAGALDER.

    


    7.3 Interpretation.
      When a
      reference is made in this Agreement to Sections, such reference shall be to
      a
      Section of this Agreement unless otherwise indicated. The headings contained
      in
      this Agreement are for reference purposes only and shall not affect in any
      way
      the meaning or interpretation of this Agreement. Whenever the words "include",
      "includes" or "including" are used in this Agreement, they shall be deemed
      to be
      followed by the words "without limitation". The phrase "made available" in
      this
      Agreement shall mean that the information referred to has been made available
      if
      requested by the party to whom such information is to be made
      available.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    7.4 Counterparts.
      This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when two or
      more counterparts have been signed by each of the parties and delivered to
      the
      other parties, it being understood that all parties need not sign the same
      counterpart.

    


    7.5 Entire
      Agreement; No Third Party Beneficiaries; Rights of
      Ownership.
      This
      Agreement (including the documents and the instruments referred to herein)
      constitutes the entire agreement and supersedes all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof, and is not intended to confer upon any person other
      than
      the parties hereto any rights or remedies hereunder.

    


    7.6 Governing
      Law.
      This
      Agreement shall be governed and construed in accordance with the laws of the
      State of Delaware without regard to principles of conflicts of law. Each party
      hereby irrevocably submits to the jurisdiction of any Delaware state court
      or
      any federal court in the State of Delaware in respect of any suit, action or
      proceeding arising out of or relating to this Agreement, and irrevocably accept
      for themselves and in respect of their property, generally and unconditionally,
      the jurisdiction of the aforesaid courts.

    


    7.7 No
      Remedy in Certain Circumstances.
      Each
      party agrees that, should any court or other competent authority hold any
      provision of this Agreement or part hereof or thereof to be null, void or
      unenforceable, or order any party to take any action inconsistent herewith
      or
      not to take any action required herein, the other party shall not be entitled
      to
      specific performance of such provision or part hereof or thereof or to any
      other
      remedy, including but not limited to money damages, for breach hereof or thereof
      or of any other provision of this Agreement or part hereof or thereof as a
      result of such holding or order.

    


    7.8 Publicity.
      Except
      as otherwise required by law or the rules of the SEC, so long as this Agreement
      is in effect, no party shall issue or cause the publication of any press release
      or other public announcement with respect to the transactions contemplated
      by
      this Agreement without the written consent of the other party, which consent
      shall not be unreasonably withheld.

    


    7.9 Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assigned by any of the parties hereto (whether by operation of law or
      otherwise) without the prior written consent of the other parties. Subject
      to
      the preceding sentence, this Agreement will be binding upon, inure to the
      benefit of and be enforceable by the parties and their respective successors
      and
      assigns.


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    IN
      WITNESS WHEREOF,
      this
      Agreement for Share Exchange has been signed by the parties set forth below
      as
      of the date set forth above.


    


    GRAND
      CANAL ENTERTAINMENT, INC.

    


    By:
      /s/
      M. Richard Cutler, President

    


    


    TAGALDER
      C3 HOLDING, INC.

    


    By:
      /s/
      Chun Ka Tsun, CEO

    


    


    NTHH:

    By:
      /s/
      Chun Ka Tsun, CEO