ex10_5.htm


     

    
      Exhibit
10.5

      


       THE
CONTRACT FOR COOPERATIVE DINNER SHOW 

      


      


                Chapter
1    Parties of the Cooperative Venture 

      


       1.01
Parties to this contract are as follows: 

       Shan
Xi Kai Da Lv You Gu Wen You Xian Gong Si, registered with Shan Xi in China, and its legal address is
at Ju Jia Zhuang West, Xi Jiao, Xi An city, China. 

         Legal
representative:  Name: Ke
Xianyan 

                   Position:
president 

                   Nationality:
Chinese 

         Shan Xi E Pang
Gong Tourism Development Ltd. (hereinafter referred to as Party A together with
the first company above mentioned), registered with
Shan Xi in China. Its legal address at Ju Jia Zhuang West, Xi Jiao, Xi An city,
China. 

         Legal
representative:  Name: Lei
Yingkui 

                   Position:
chairman 

                   Nationality:
Chinese 

       Xi'an
Si Jian Wen Hua Chuan Bo Co. Ltd. (hereinafter referred to as Party B), registered with
Guangzhou in China. Its legal address at 308, 138 Ti Yu Road East, Tianhe,
Guangzhou, China. 

         Legal
representative:  Name: Guoqiang
Zhan 

                   Position:
President 

                   Nationality:
Chinese 

      


      


       Chapter
2    The Purpose, Scope and Scale of
Business 

      


       2.01
The dinner show is invested by Party B, who responsible for the operation and
the sales of the souvenir, to ensure satisfactory economic benefits for each
Cooperator. 

         

       2.02
operation scale 

       1)
Party A contributes the premises used for performance ( the ground and the front
palace) , and operates the dinner show and its brand together with Party
B. 

       2) The
facility shall include the store, canteen and any other services and facilities
that raise benefits for both parties. 

      


      


       Chapter
3    Total Amount of Investment and the Registered
Capital 

      


       3.01
The total amount of investment is RMB 2.4 million. 

      


       3.02
Investment 

       

      
        	
                 1)   

              	
                 The
      total amount of investment of RMB 2.4 million shall paid by Party
      B. 

              


      

      
        	
                 2)   

              	
                 The
      cash contributed by Party B shall be paid follow the schedule of the
      project. 

              


      

      


       3.03
Party A contribute the performance premises and the project operation right; the
related company DDYI shall issue 95,000 of preferred stock (1:25) to Party B for
free. 

      


       3.04
the performance premises shall be used only after 18:30 pm every day, and shall
not affect the daily operation of Epaonggong. 

      


       3.05
each party shall be distributed profits on average. 

      


       3.06
If additional expense is arise during the period, the additional expense shall
discussed by both parties and Party B has the priority investment
right. 

      


       3.07
Any party can not hypothecate its right or stand in the other's own light,
otherwise, the party will be responsible for the damages caused by
it. 

      


      


       Chapter
4    Other Cooperative Conditions 

      


       4.01
Party A and Party B shall be respectively responsible for the following
matters: 

      


       4.02
Responsibilities of Party A: 

       

      
        	
                 1)   

              	
                 Handling
      of applications for approval to ensure the validity of the
      project; 

              


      

      
        	
                 2)   

              	
                 Processing
      the application for the right to the use of a site to the authority in
      charge of the land within 3 months after the business license come
      out; 

              


      

      
        	
                 3)   

              	
                 Handling
      of applications for approval, registration, business license and other
      matters concerning the operation of the project from relevant departments
      in charge of China, figure out the operation
  cost; 

              


      

      
        	
                 4)   

              	
                 Apply
      for other preferential
treatment; 

              


      

      
        	
                 5)   

              	
                 Ensure
      the validity of charge during the
operation; 

              


      

      
        	
                 6)   

              	
                 Assist
      to maintain the relationship with the government and related company,
      ensure the security; 

              


      

      
        	
                 7)   

              	
                 Agree
      and assist above project operated by the other company designated by Party
      B 

              


      

      


       4.03
Responsibilities of Party B: 

       

      
        	
                 1)   

              	
                 Providing
      cash of RMB 2.4 million follow the schedule of the
      project; 

              


      

      
        	
                 2)   

              	
                 Responsible
      for planning, construction, management and operation of the project
      independently, including selecting the supplier and performance
      team; 

              


      

      
        	
                 3)   

              	
                 Responsible
      for cooperate with foreign
affairs; 

              


      

      
        	
                 4)   

              	
                 Training
      the project management abroad. 

              


      

       

       Chapter
5    Management Committee of the Project 

      


       5.01
Both parties agree to establish the management committee of the project
(hereinafter referred to as committee). The committee is composed of 6 members,
of which 3
shall be appointed by Party A, 3 by Party B. The chairman of the committee shall
be appointed by Party B, and its vice-chairman by Party A. Any party can
re-designated members as required after info the other party in written
notice.  

      


       5.02
The highest authority of the project shall be its committee, it shall decide all
major issues concerning the
project, including: 

       

      
        	
                 1)   

              	
                 Amend
      the business plan of the
project; 

              


      

      
        	
                 2)   

              	
                 Terminate
      and dismiss of the project; 

              


      

      
        	
                 3)   

              	
                 Additional
      investment of the project; 

              


      

      
        	
                 4)   

              	
                 Merger
      and modify of the project; 

              


      

      


       As for
other matters, approval by majority or a simple majority shall be
required. 

      


       5.03
The committee shall convene at least one meeting every quarter, the meeting
shall be called and presided over by the chairman of the committee. The chairman
may convene an interim meeting based on a proposal made by more than two
members. The written notice of date, location and agenda shall be delivered to
the members 3 days prior to the meeting. Otherwise, the meeting is invalidation.
The notice shall be delivered to the legal address of the member. The member
shall not dissent from the resolution of the meeting if he has not entrusted
another person to attend and vote for him in case of absence. Minutes of the
meetings shall be placed on file. The resolution of the committee shall be valid
with more than two thirds of the total signature through
delivery. 

                     

       Chapter
6    Operation of the Project 

      


       6.01
Both party agree the operation by another company designated by Party B, the
detailed condition shall be decided by the committee. 

      


       6.02
There is a financial department for the project, the financial supervisor shall
be designated by Party B, the teller shall be designated by Party A, the
investment of RMB 2.4 million shall be manager by both parties. 

       

       Chapter
7    Taxes and Foreign Exchange 

      


       7.01
The project shall pay taxes in accordance with the provisions of Chinese laws
and other relative regulations. 

      


       7.02
Staff members and workers of the cooperative venture company shall pay
individual income tax according to the Individual Income Tax Law of the People's
Republic of China. 

      


       7.03
Any foreign exchange affairs shall in accordance with the Chinese foreign
exchange rules. 

      


       7.04
Any foreign income of the project shall deposit into the foreign account
approved by the State Administration of Foreign Exchange, all foreign expense
shall paid by the project or foreign account of Party A. 

      


       7.05
Foreign Staffs of the project may remit the income abroad after taxation and
approved by the SAFE. 

       

       Chapter
8    Finance and Audit 

      


       8.01
The accounting principle shall in accordance with the accounting laws of China
and related rules, and submit to the government. 

      


       8.02
In the first three months of each fiscal year, the manager shall prepare the
previous year's balance sheet, profit and loss statement and proposal regarding
the disposal of profits, and submit them to the committee for examination and
approval. 

      


       8.03
The fiscal year of the project shall be from January 1 to December 31. All
vouchers, receipts, statistic statements and reports shall be written in
Chinese. A foreign language can be used concurrently with
mutual consent. 

      


       8.04
All currency amounts are in RMB. 

      


       8.05
The net profit shall cover the prior year loss, any budget shall approved by the
committee and in accordance with related rules. 

      


       8.06
Financial checking and examination of the project shall be conducted by an
auditor designated by Party B and reports shall be submitted to the
committee. 

      


       8.07
The account book shall consent to be audited by related audit bureau, each party
has the right to employ auditor to undertake annual financial checking and
examination by himself, the committee shall give its consent. 

      


       8.08
The RMB account and foreign account opened in domestic bank shall be supervised
by the project. 

       

       Chapter
9    Distribution of Profits 

       

       9.01
Party A shall pay the individual designated by Party B 95,000 of preferred stock
of DDYI. And both party distribute profits in accordance with
9.04. 

      


       9.02
The revenue of the project shall include, but not limit to: 

      
        	
                 1)   

              	
                 Ticket
      revenue; 

              


      

      
        	
                 2)   

              	
                 Sales
      revenue of the souvenir. 

              


      

      


       9.03
The revenue of the current year shall used as follow: 

      
        	
                 1)   

              	
                 Operation; 

              


      

      
        	
                 2)   

              	
                 Taxation
      and Fees; 

              


      

      
        	
                 3)   

              	
                 Profit
      distribution in accordance with
9.04; 

              


      

      
        	
                 4)   

              	
                 Other
      budget approved by the
committee. 

              


      

      


       9.04
After deduct from 9.03 (1) and (2), the profit shall be distributed to both
parties on average. 

       

       Chapter
10    Duration of the Project 

      


       10.01
The duration of the project is 5 years. The establishment date of the project
shall be the date on which the formal performance is present. If the revenue
might not cover the investment in the duration, it shall be extent, which will
be discussed later. 

      


      


       Chapter
11    The Amendment, Alteration and Termination of the
Contract 

      


       11.01
Should either of the parties to the contract be prevented from executing the
contract by force majeure, such as
earthquake, typhoon, flood, fire, war or other unforeseen events, and their occurrence and consequences
are unpreventable and unavoidable, the prevented party shall notify the other
party by telegram without any delay, and within 15 days thereafter provide
detailed information of the events and a valid document for evidence issued by
the relevant public notary organization explaining the reason of its inability
to execute or delay the execution of all or part of the
contract. Both parties shall, through consultations, decide whether to terminate
the contract or to exempt part of the obligations for implementation of the
contract or whether to delay the execution of the contract according to the
effects of the events on the performance of the contract. 

      


       11.02
Should the project be unable to continue its operation or achieve its business
purpose due to the fact that one of the contracting parties fails to fulfil the
obligations prescribed by the contract and articles of association, or seriously
violates the provisions of the contract and articles of association, that party
shall be deemed to have unilaterally terminated the contract. The other party
shall have the right to terminate the contract in accordance with the provisions
of the contract and to claim
damages. In case Party A and Party B of the project gree to continue the
operation, the party who fails to fulfil its obligations shall be liable for the
economic losses caused thereby to the project. 

       

       Chapter
12    Liability for Breach of Contract 

      


       12.01
Any party who fails to fulfil its obligations shall be liable for the economic
losses caused thereby to the project. 

      


       12.02
Both parties shall exempt part of the obligations for fail to implementation of
the contract by force majeure. 

      


       12.03
Should either Party A or Party B fail to provide on schedule the contributions
in accordance with the provisions defined in this contract, the party in breach
shall pay to the other party separate or in once. 

       

       Chapter
13    Settlement of Disputes 

      


       13.01
Any disputes arising from the execution of, or in connection with, the contract
shall be settled through friendly consultations between both parties. In case no
settlement can be reached through consultations, the disputes shall be submitted
to the Foreign Economic and Trade Arbitration
Commission of the China Council for the Promotion of International Trade for
arbitration in accordance with its rules of procedure. The arbitral award is
final and binding upon both parties. 

      


       13.02
During the arbitration, the contract shall be observed and enforced by both
parties except for the matters in dispute. 

      


       13.03
The formation, validity, interpretation, execution and settlement of disputes in
respect of, this contract shall be governed by the relevant laws of the People's
Republic of China. 

       

       Chapter
14    Effectiveness of the Contract and
Miscellaneous 

      


       14.01
The contract shall be written in Chinese. This contract may be executed in two
counterparts, each of which shall be deemed to be an original. 

      


       14.02
The contract and its appendices shall come into force commencing from the date
signed. 

      


       14.03
Should notices in connection with any party's rights and obligations be sent by
either Party A or Party B by telegram or telex, etc., the Written letter notices
shall be also required afterwards. The
legal addresses of Party A and Party B listed in this contract shall be the
posting addresses. If the address changed, it shall info the committee with 10
days. Otherwise, the party changed address shall responsible for the
fault. 

      


       14.04
This contract might sign one by one, and be effective on the date the last party
signed. 

      


      


         For Party A               For
Party B 

         (Signature)              
(Signature)