s1a3ex10x_ea3chinayida.htm


    Exhibit 10.10

    
      Construction
Agreement

       

      Parties

       

      A: Fujian
Travel Development Company

       

      B: Fujian Yongtai Construction
Company Yongli Branch

       

      Article
1. Construction Overview

       

      
        	
                1.  

              	
                Construction
      Object: Zhuangyuan Rock Resort

              


      

       

      
        	
                2.  

              	
                Construction
      Location: Taining County Dajin Lake Zhuangyuan Rock
  Resort

              


      

       

      
        	
                3.  

              	
                Projected
      Construction Period: 180 days

              


      

       

      
        	
                4.  

              	
                Quality
      Requirement: Excellence

              


      

       

      Article
II. Expense

       

      Projected
cost is 82,570,000.00 RMB.

       

      Article
III. A Party’s Responsibility

       

      
        	
                A.  

              	
                A
      delegates the construction work to B. B has the sole authority to operate
      the construction, allocate human resource, and purchase and use
      materials.

              


      

       

      
        	
                B.  

              	
                During
      the construction time, A should do all its best to provide help and
      support to B.

              


      

       

      
        	
                C.  

              	
                A
      should offer technical support to B, providing all technical documents and
      forms, and assisting B in dealing with
  documentation.

              


      

       

      Article
IV. B Party’s Responsibility

       

      
        	
                A.  

              	
                Organization:

              


      

       

      Once B
starts the construction work, B is responsible for hiring all personnel
necessary for the construction, safety and quality inspection, and audition.
 B is responsible
for all the expense accrued in the process.

       

      
        	
                B.  

              	
                Law
      & Regulation:

              


      

       

      B is
responsible to comply with the national standard, national regulation and
industry regulation. B shall observe the construction blueprint that is agreed
upon by both A and B. B is solely responsible, both economically and legally,
for all the damages caused by B’s violation of the law and regulation, breach of
contracts, safety accidents, quality accident, and economic loss.

       

      
        	
                C.  

              	
                Management:

              


      

       

      B shall
comply with construction and management regulation, observe A party’s
leadership, accept A’s technical and construction examination/scrutiny, and
accept A’s management in construction safety.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

       

      
        	
                D.  

              	
                Assignment
      :

              


      

       

      B shall
not assign the whole construction project to a 3rd-party.
B takes the whole responsibility for inspecting subcontractors’ construction
quality and safety. B is responsible for all the safety and quality accidents in
the construction process.

       

      
        	
                E.  

              	
                Construction:

              


      

       

      During
the construction, B shall strictly observe the construction blueprint approved
by A, carrying on the construction in accordance with the project budgets.
Construction technique and skill shall be in compliance with the national
requirements. Should there be any quality accidents arising from B’s unqualified
performance, B takes the whole responsibility.

       

      
        	
                F.  

              	
                Certificate:

              


      

       

      During
the construction, B should appoint special personnel to be in charge of the
project.  All the technicians shall hold all the professional
certificates and/or work certificates in the corresponding industries.
Otherwise, B is responsible for all the violations.

       

      
        	
                G.  

              	
                On-site
      Operation:

              


      

       

      B should
deploy special personnel to be in charge with the on-site operation management.
If for any reason the special personnel shall leave the site, the absence shall
not exceed 15% of the whole construction period. The on-site time shall be at
least 85% of the construction period.

       

      
        	
                H.  

              	
                Blueprint:

              


      

       

      B must
construct according to the blueprint approved by A. If for any reason the
blueprint needs to be modified, B shall draw modified blueprints to reflect the
changes in the construction. After the coverage project is completed, B must
immediately draw project completion blueprint. All the modified and project
completion blueprints shall be well preserved and filed.

       

      
        	
                I.  

              	
                Materials:

              


      

       

      All the
materials that B purchases shall be in compliance with the quality standard [all
materials shall have quality certificates], brands, and technical requirements
prescribed by the blueprints. All materials should be stored in warehouses with
special personnel on charge.  All inflammable materials shall be
preserved separately. B is responsible for all the loss due to unqualified
materials and storage.

       

      
        	
                J.  

              	
                Construction
      period:

              


      

       

      B must
complete the construction in according to the prescribed construction period.
Lack of contraction workers or insufficient cash flow and material supply are
not reasons for delaying the completion. Should there be any delay, B is
responsible for damages at 200 RMB per day.

       

      
        	
                K.  

              	
                Changes:

              


      

       

      B must
observe the construction blueprint approved by A. If the blueprint is incomplete
and with errors, which prevents B from continuing the construction, B should
report to A. Should there be any changes in the construction, modified
construction blueprints must be approved by A. If the blueprint is in good
condition, and B changes the construction without A’s approval, B is responsible
for all the consequences.

       

      
        	
                L.  

              	
                Inspection:

              


      

       

      During
the construction, B must comply with the national standards with respect to
coverage project, work procedure, allocation, design agency inspection,
construction agency inspection, construction quality agency inspection, and
documentation. If B continues the next stage of construction without obtaining
the approved inspection for the completed construction, B is responsible for all
the consequences.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                M.  

              	
                Liquidation:

              


      

       

      After the
completion, but before the project is turned over to A, B must obtain the
authorized signature from A. B is responsible for all the possible
consequences.

       

      
        	
                N.  

              	
                Materials:

              


      

       

      During
the construction, B must collect and preserve all the original documents, such
as the construct start report, site entry notice, weather records, construction
logistics, correspondences, meeting minutes, negotiation schedules, memos,
construct change reports, coverage project inspection report, staged-project
inspection report, project quality certificate, project photos, completion
blueprint, and completion inspection certificate, etc.

       

      
        	
                O.  

              	
                Payment

              


      

       

      Construction
fees will be paid in accordance with the construction progress.

       

      
        	
                P.  

              	
                Closing:

              


      

       

      After the
construction is completed and inspected, B must comply project closing
documents.

       

      
        	
                Q.  

              	
                Tax:

              


      

       

      B is
responsible for collecting the income tax from all the management officers and
construction workers, and for turning over the money to relevant tax agency[ies]
in accordance with the national requirement. If B fails to meet the requirement,
B shall pay for the deficiency in according with the tax law.

       

      
        	
                R.  

              	
                Risk:

              


      

       

      B shall
take measures to avoid all the potential political, policy, economic, technical,
business and public relationship, and management risks. B is solely responsible
for all the loss caused by the risks.

       

      
        	
                S.  

              	
                Protection:

              


      

       

      B shall
take measures to protect the raw, finished, and half-finished construction
materials. The measures include, not exclusively, security guard service,
coverage, wrapping, and separation to avoid the damages caused by natural and
human reasons.

       

      
        	
                T.  

              	
                Safety:

              


      

       

      With
regard to construction safety, security and lighting, B shall comply with
national requirements and local standards prescribed by relevant local
administrations.  B is responsible for all the expenses accrued in
carrying on the safety work [such as hiring security guards] and providing
necessary facilities [such as rails, safety webs, and direction
signs].

       

      
        	
                U.  

              	
                Procedure:

              


      

       

      B is
responsible for complying with construction site transportation, environment,
and noise control regulations, and for acquiring transportation special passes
if necessary.

       

      
        	
                V.  

              	
                Plan:

              


      

       

      B shall
provide construction plans, reports, and completion time: (1) 7 days before the
construction, B shall provide reports on the construction organization design
and overall design; (2) after starting the construction, B shall on every Monday
provide A one project statistics report reflecting the previous week
construction and one project progress report reflecting the following
week.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                W.  

              	
                Disputes:

              


      

       

      B shall
take all measures to avoid any kind of disputes in carrying on the construction.
B is responsible to solve the disputes related to B.

       

      
        	
                X.  

              	
                Damages:

              


      

       

      B shall
pay for all the damages or penalty fines caused by B’s negligence in carrying on
the construction.

       

      
        	
                Y.  

              	
                Withdrawal
      :

              


      

       

      If there
is any reason that prevents B from continuing the construction, which can only
be solved by B’s withdrawal, and if B withdraws voluntarily, B shall cover
the  construction site, and provide a written report on the
construction progress, which shall be approved by A’s authorized signature
before B can finally withdraw. If, however, the withdrawal is due to B’s lack of
site management, low work quality, and construction delay, B is responsible for
all the loss.

       

      
        	
                Z.  

              	
                Good
      Faith:

              


      

       

      During
the construction, B must comply with the requirements of relevant local
governments to carry on the construction with good faith. B is responsible for
all the relevant expense.

       

      
        	
                AA.  

              	
                Breach
      of contract:

              


      

       

      During
the construction period, both parties, A & B, shall comply with all the
clauses in this agreement. The non-breaching party can collect penalty fines
from the breaching party.

       

      
        	
                BB.  

              	
                Arbitration:

              


      

       

      Any
disputes between the parties shall first be negotiated with good faith. For all
the disputes that cannot be solved by negotiation, the parties agree with
arbitration in the Taining County People’s Court. This contract has two copies,
with one copy to each party. All the issues that are not within this agreement
will be solved by the parties through negotiation.

       

      The
agreement was signed by both parties on Jan. 8, 2008.