Exhibit 10.7


    Exhibit
      10.7

     

    CONSULTING
      SERVICES AGREEMENT

    


    September
      15, 2005

    


    


    PERSONAL
      AND CONFIDENTIAL

    


    Shanxi
      Kai Da Lv You Gu Wen You Xian Gong Si

    E
      Pang Gong Site, 44 Hong Guang Road

    Xi’An,
      P .R.China

    Attn:
      Ke,
      Xian Yan

    


    Dear
      Ms.
      Ke,

    


    This
      service agreement ("Agreement") confirms the terms and conditions of the
      engagement of Chris Cottone and Weixuan Luo (collectively the "Retainees")
      by
      Shanxi Kai Da Lv You Gu Wen You Xian Gong Si   (the
      "Company") to render certain consulting services to the Company in connection
      with the Company's plans to shift their accounting systems to a format that
      is
      consistent with United States GAAP (Generally Accepted Accounting Principles),
      and related upgrades and modifications to management training and business
      plan
      development that will more readily integrate with United States
      GAAP.

    


    
      	
              1.  

            	
              Services .
                Retainees agree to perform the following
                services:

            


    

    


    
      	
              (a)  

            	
              Advise
                and assist the Company in the conversion of its financial reporting
                systems, including its projected financial statements, to a format
                that is
                consistent with United States GAAP (Generally Accepted Accounting
                Principles);

            


    

    


    
      	
              (b)  

            	
              Review
                and advise the Company on all documents and accounting systems relating
                to
                its finances and transactions, with the purpose of bringing such
                documents
                and systems into compliance with United States
                GAAP;

            


    

    


    
      	
              (c)  

            	
              Advise
                and assist the Company with the design and preparation of a business
                plan
                in a format generally consistent with the financial standards applicable
                in the United States;

            


    

    


    
      	
              (d)  

            	
              Advise
                and assist the Company with redesigning its capital structure, consistent
                with United States GAAP and usual and customary business practices
                for
                companies similar to the Company;

            


    

    


    
      	
              (e)  

            	
              Advise
                and assist with the preparation of English-version marketing materials
                for
                the Company’s products;

            


    

    


    
      	
              (f)  

            	
              Provide
                necessary consulting services and support as an international liaison
                for
                Company to third-party service providers, including coordination
                amongst
                the Company and their related attorneys and
                CPAs;

            


    

    


    
      	
              (g)  

            	
              Provide
                management training to the senior management of the Company, pertaining
                to
                usual and customary practices for U.S. companies with business plans
                similar to the Company’s business plan;

            
	
              (h)  

            	
              Advise
                and train the Company on compliance filings with the United States
                Securities and Exchange Commission, including Forms 10-QSB, 10-KSB,
                and
                8-K and EDGAR filing of the same;

            


    

    


    
      	
              (i)  

            	
              Assist
                the Company in planning and conducting a dinner show which is going
                to be
                held at the theme park of the Company, including but not limited
                to,
                selecting suppliers, managing performance teams, performance quality
                controls;

            


    

    


    
      	
              (j)  

            	
              Perform
                such other services as the Company and Retainees shall mutually agree
                to
                in writing.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    2. 
      Fees .
      The
      Company agrees to pay Retainees for their services a consulting service fee
      of
      400,000 shares of the Company's freely tradable common stocks ("Service Fee")
      upon signing this Agreement.

    


    3. 
      Term .
      The
      term of this Agreement shall commence on September
      15, 2005 and end on September
      15, 2006 (the "Term"). This Agreement may be renewed upon mutual written
      agreement of the parties hereto. The Company may terminate this agreement with
      45 days prior written notice to Retainees. However, any obligation pursuant
      to
      this Paragraph 3, and pursuant to Paragraphs 2 (payment of fees), 5 (governing
      law), 8 (non-disclosure) and 9 (miscellaneous) hereof, shall survive the
      termination or expiration of this Agreement.

    


    4. 
      Matters
      Relating to Engagement .
      The
      Company acknowledges that Retainees have been retained solely to provide the
      services set forth in this Agreement. In rendering such services, Retainees
      shall act as independent contractors, and any duties of Retainees arising out
      of
      its engagement hereunder shall be owed solely to the Company.

    


    The
      Company acknowledges that Retainees are consultants engaged in providing
      consulting services. The Company acknowledges and agrees that in connection
      with
      the performance of Retainees' services hereunder (or any other services),
      Retainees will not be providing the Company with legal, tax or accounting advice
      or guidance (and no advice or guidance provided by Retainees to the Company
      should be construed as such) and that Retainees will not hold themselves out
      to
      be advisors as to legal, tax, accounting or regulatory matters in any
      jurisdiction.

    


    The
      Company recognizes and confirms that in performing their duties pursuant to
      this
      Agreement, Retainees will be using and relying on data, material, and other
      information furnished by the Company, a third party provider, or their
      respective employees and representatives (“the Information”). The Company will
      cooperate with Retainees and will furnish Retainees with all Information
      concerning the Company and any financial information or organizational or
      transactional information which Retainees deems appropriate, and Company will
      provide Retainees with access to the Company's officers, directors, employees,
      independent accountants and legal counsel for the purpose of performing
      Retainees' obligations pursuant to this Agreement. The Company hereby agrees
      and
      represents that all Information furnished to Retainees pursuant to this
      Agreement shall be accurate and complete in all material respects at the time
      provided, and that, if the Information becomes materially inaccurate, incomplete
      or misleading during the term of Retainees' engagement hereunder, the Company
      shall promptly advise Retainees in writing. Accordingly, Retainees assume no
      responsibility for the accuracy and completeness of the Information. In
      rendering their services, Retainees will be using and relying upon the
      Information without independent verification evaluation thereof.

    


    5. 
      Governing
      Law and Consent to Jurisdiction .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida, including its conflict of laws provisions. Any dispute arising
      from or in connection with or in respect of the interpretation or application
      of
      this Agreement shall be submitted to one arbitrator appointed by the American
      Arbitration Association. The Arbitration will be conducted in compliance with
      the rules and procedures of the American Arbitration Association. The award
      of
      such arbitration shall be final and have binding force over each party, and
      judgment on such arbitration award may be entered in any court of competent
      jurisdiction.

    


    6. 
      No
      Brokers .
      The
      Company represents and warrants to Retainees that there are no brokers,
      representatives or other persons which have an interest in compensation due
      to
      Retainees from any services contemplated herein.

    


    7. Authorization .
      The
      Company and Retainees represent and warrant that each has all requisite power
      and authority, and all necessary authorizations, to enter into and carry out
      the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument (including contracts, wills, agreements, records and
      wire
      receipts, etc.) to which it is a party or bound.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    8. 
      Non-disclosure All
      the
      Terms and Conditions set forth in this contract are regarded as Confidential
      Subject Matter. Both
      Retainees and the Company agree to hold in confidence all Confidential Subject
      Matter; to not disclose any Confidential Subject Matter to any third party;
      to
      use Confidential Subject Matter solely for the Project; and to disclose such
      Confidential Subject Matter only to individuals within receiving Party’s
      organization that are directly involved with the Project on a need-to-know
      basis.

     

       
       Unless otherwise specified in writing, all Confidential Subject Matter
      remains the disclosing Party's property. Upon request of the disclosing Party,
      the receiving Party agrees to return or destroy all Confidential Subject Matter
      received from the disclosing Party, except for one copy, which the receiving
      Party may keep solely to monitor its obligations under this Agreement. The
      party that
      violates the term hereto shall indemnify the other party for any damage
      therefore arises.

    


    9. 
      Miscellaneous .
      This
      Agreement constitutes the entire understanding and agreement between the Company
      and Retainees with respect to the subject matter hereof and supersedes all
      prior
      understandings or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by all parties. This Agreement and all rights, liabilities
      and obligations hereunder shall be binding upon and inure to the benefit of
      each
      party’s successors but may not be assigned without the prior written approval of
      the other party. If any provision of this Agreement shall be held or made
      invalid by a statute, rule, regulation, decision of a tribunal or otherwise,
      the
      remainder of this Agreement shall not be affected thereby and, to this extent,
      the provisions of this Agreement shall be deemed to be severable. This Agreement
      may be executed in any number of counterparts, each of which shall be deemed
      to
      be an original, but such counterparts shall, together, constitute only one
      instrument. The descriptive headings of the Paragraphs of this Agreement are
      inserted for convenience only, do not constitute a part of this Agreement and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    If
      all
      parties agree in writing, they can make supplementary agreements for those
      unsettled issues between them, which signed writings will be binding on all
      parties.

    


    Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to Retainees for execution,
      which shall constitute a binding agreement as of the date first above
      written.

    


    Thank
      you. We look forward to a mutually rewarding relationship.

    


    


    Chris
      Cottone

    (Individually)

    


    


    By:
      /s/
      Chris Cottone 

    Name:
      Chris Cottone

    


    


    Weixuan
      Luo

    (Individually)

    


    


    By:
      /s/
      Weixuan Luo  

    Name:
      Weixuan Luo

    


    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      September 15, 2005

    


    


    Shanxi
      Kai Da Lv You Gu Wen You Xian Gong Si

    


    


    By:
      /s/
      Ke, Xian Yan

    Name:
      Ke,
      Xian Yan

    Title:
      President

    


    


    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      September 15, 2005

     

     

    
      
         

      

      
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