EX 10.1


    EXHIBIT
      10.1

    


    Guangdong
      Xinxingmei Water Affairs Co., Ltd

    Equity
      Transfer Agreement

    Contents

    


    


    
      	1.	
              Purchase
                and Sale of Equity

            


    

    
      	2.	
              Effective
                Date and Issues Before Delivery

            


    

    
      	3.	
              Delivery

            


    

    
      	4.	
              Statement,
                Guarantee and Commitment

            


    

    
      	5.	
              Specific
                Conditions

            


    

    
      	6.	
              Confidential
                Clause

            


    

    
      	7.	
              Force
                Majeure

            


    

    
      	8.	
              Applicable
                Laws

            


    

    
      	9.	
              Disputes
                Settlement

            


    

    
      	10.	
              Others

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Equity Transfer Agreement (hereinafter as "this agreement') is signed in
      Guangzhou city as of the date December 29th
      by and
      between the following 2 parties:

     

    Transferor:
      Evergreen Asset Group Ltd, a company lawfully incorporated and continually
      existed under the law of British Virgin Islands. Its registered address is
      located within British Virgin Islands, with the major operation place as well
      as
      business contact address to be No. 35 building, Phase 2 of International Finance
      Center, No. 8 Financial Street, Central, Hongkong (hereinafter as “Party A”);
      and

     

    Transferee:
      Wenming Pu, legal resident of China, Identification card number to be
      510523197007216634, legal address to be No. 681 Jiangong Road, Naxi District,
      Luzhou City, Sichuan Province(hereinafter as “Party B")

     

    In
      light of conditions as follows:

     

    
      	A.	
              Guangdong
                Xinxingmei Water Affairs Co. Ltd (hereinafter as "The Company") is
                a
                sino-foreign joint venture legally incorporated and continually existed
                under the law of Peoples's Republic of China. Its registered address
                and
                business place is located at Room 7A06、7A01,
                Baicheng Commercial Building, No. 584 Yingbin Road, Dashi Town, Panyu
                District, Guangzhou City, Guangdong
                Province;

            


    

     

    
      	B.	
              Party
                A possesses 90% of the Company
                share;

            


    

     

    
      	C.	
              Party
                A herein would like to sell its 58% of the total company share to
                Party B
                following the terms and conditions under this
                agreement;

            


    

     

    
      	D.	
              The
                Board of Director of the company has made a resolution on December
                29th
                2007 to consent to that Party A may sell 58% of the total company
                share to
                Party B;

            


    

     

    The
      below terms and conditions is herewith agreed and declared by both
      parties:

     

    
      	
              1.

            	
              Purchase
                and Sale of the Equity

            


    

     

    
      	
              1.1

            	
              Purchase
                and Sale

            


    

     

    Party
      B
      agrees to purchase 58% of the total equity possessed by Party A, whereas Party
      A
      consents to sell to Party B of the above mentioned equity at the original
      purchase price of RMB 7,308,600 Yuan paid through equivalent foreign currency.
      These equity has not lien, pledge,mortgage, security interest of any kind or
      any
      other forms of restriction of property
      rights set against itself. Party B is to pay to Party A in cash of foreign
      currency("Purchase Price") equivalent to the consideration RMB 7,308,600 Yuan
      for the transferred equity.

     

    After
      completing the transfer formalities, Party A will possess 32% of total equity
      of
      Guangdong Xinxingmei Water Affairs Co., Ltd, and Party B will possess 68% of
      total equity of the Company.

     

    
      	
              1.2

            	
              Payment
                of "Purchase Price"

            


    

     

    Party
      B
      agrees, after the company revised its related provisions of its Articles of
      Association and the agreement, completed the enterprise alteration registration
      process, and secured approval by the local authorities, within 2 months since
      the


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    registration
      of the company, to pay to Party A 70% of the consideration of the transferred
      equity in cash, and the remaining balance shall be paid in full within 3 months.
      

     

    
      	
              2.

            	
              Effective
                Date and Issues Before
                Delivery

            


    

     

    
      	
              2.1

            	
              Effective
                Date

            


    

     

    This
      agreement, in light of the duties and rights involving both parties for the
      purpose of validating this agreement, shall be come into effect instantly after
      the signature of the authorized representatives of both parties. Other terms
      and
      conditions shall come into effect upon examination and approval by the
      government authorities.

     

    
      	
              2.2

            	
              Approval
                by and Filing with Government

            


    

     

    The
      equity transfer under this agreement shall be upon the approval of the
      examination and approval authorities, and it shall be filed with administration
      authorities of industry and commerce. For the sake of above mentioned purpose,
      after the signature of this agreement, Party A and Party B shall revise related
      provisions of the joint venture contract and Articles of Association, and submit
      these documents for the approval by the examination and approval authorities.
      After securing the approval from the examination and approval authorities,
      both
      parties shall, regarding the equity transfer, file with the registration
      authorities under the laws and regulations of the People's Republic of China,
      to
      ensure that prescribed duties and responsibilities are performed in accordance
      with joint venture contract and Articles of Association of the
      company.

     

    
      	
              3.

            	
              Delivery

            


    

     

    
      	
              3.1

            	
              Delivery

            


    

     

    Under
      this agreement, "Delivery" is referred to the time when the prescribed
      transaction is completed. "Delivery" shall be conducted on the date agreed
      by
      both parties.This date shall, under any conditions, be not late than 30 days
      after the consideration of equity transfer is paid in full . "Delivery" shall
      be
      conducted on the place agreed by both parties.

     

    
      	
              3.2

            	
              Seller's
                Obligations

            


    

     

    The
      seller shall deliver below documents to the buyer during the
      "Delivery"

     

    
      	 	
              (a)

            	
              A
                copy of Company Approval Certificate which shall manifest that the
                buyer
                possess 68% of the company equity;
                and

            


    

     

    
      	 	
              (b)

            	
              Resolution
                of Board of Director of the seller company which authorize the seller
                to
                sign, deliver and perform this agreement, and authorize a management
                staff
                to sign this agreement on the behalf of the
                seller.

            


    

     

    
      	
              3.3

            	
              Obligations
                of the Buyer

            


    

     

    During
      the "Delivery", Party B shall has paid in full of the consideration of the
      equity transferred by Party A as per the stipulated amount by clause 1.1;
      whereas Party B failed to pay the amount of the equity on time in accordance
      with stipulations of this


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    agreement,
      Party B shall pay 0.02% of the default part of the total amount as penalty
      for
      every default day, and it shall be paid from Party B to Party A. 

     

    
      	
              4.

            	
              Statement,
                Guarantee and
                Commitment

            


    

     

    
      	
              4.1

            	
              Statement
                and Guarantee

            


    

     

    Party
      A
      shall ensure that the equity transferred to Party B is lawfully owned, there
      is
      not any mortgage right or any other security right set against itself and it
      is
      immune to the recourse from any 3rd
      party.


     

    The
      seller and the buyer separately make statement and guarantee as
      follows:

     

    
      	 	
              (a)

            	
              It
                was lawfully incorporated and effectively existed under the law of
                its
                establishing place or its founding place, and it was under a steady
                state
                and good condition;.

            


    

     

    
      	 	
              (b)

            	
              It
                is entitled with necessary rights and approval for signing, delivering
                this agreement and perform duties under this
                agreement;

            


    

     

    
      	 	
              (c)

            	
              It
                has adopted every necessary internal action for authorizing it to
                sign and
                conclude this agreement, and the representative signing on this agreement
                has been entitled with sufficient authoritarian to sign on and restrict
                this agreement;

            


    

     

    
      	 	
              (d)

            	
              This
                agreement is binding on both parties after the formal signature by
                authorized representatives by both
                parties;

            


    

     

    
      	 	
              (e)

            	
              Both
                signature of this agreement and duty performance under this agreement
                shall not contravene, result in breach or violation of any provisions
                of
                the Articles of Association which are applicable during signature,
                any
                law, regulation, rules, authorization or any approval from government
                authorities, or the contract or agreement in which it is a party
                or the
                contract object;

            


    

     

    
      	 	
              (f)

            	
              All
                the informations regarding this transaction provided by each respective
                party is true, accurate and complete, and it will not result in
                misguidance in any aspect. All the statements and guarantees, upon
                the
                signature date of this agreement, is true, accurate and complete
                in all
                important aspects, and during "Delivery" all the important aspects
                are
                true, accurate and complete. (Whereas the statements and guarantees
                was
                renewedly made at the delivery time, the affects resulting from the
                transaction stipulated or allowed by this contract is
                excluded.÷

            


    

     

    
      	
              5.

            	
              Specific Conditions

            


    

     

    Creditor's
      rights and Debts Confirmation: After validation of this agreement, the seller
      shall present its balance sheet which includes its creditor's rights and debts.
      Creditor's rights and debts recognized by the buyer shall be inherited by the
      buyer. The seller shall undertake responsibilities for the debts which is failed
      to be recognized by the buyer.

     

    
      	
              6.

            	
              Confidential
                Clause

            


    

     

    
      	
              6.1

            	
              Confidential
                Obligations

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    The
      seller shall keep all classified information as confidential. Except it was
      used
      for the purpose of this agreement, this information shall not be used for any
      other purpose and shall not be disclosed to any third party,

     

    The
      seller may, without restriction of the common applicability of the above
      stipulations, disclose the classified information to its stockholder or the
      seller or the employee, director of board and professional advisor of the
      company, provided that this kind of disclosure is for the reasonable demands
      for
      the purpose of this agreement. The seller shall ensure that the stockholder,
      employee, director of board and the professional advisor be conscious and abide
      by the confidential obligations.

     

    
      	
              6.2

            	
              Classified
                Information

            


    

     

    For
      the
      purpose of clause 6, "Classified Information" are referred to all the oral
      or
      written informations related to or has any relations with business operation,
      business strategy, business plan, investment plan, products, sales, customers,
      employees, marketing, technology, finance or other matters of the company,
      including but without limit to all the reports and records including this kind
      of information and all the copies(including electronical
      copies),duplicates,reprintings and translation materials.

     

    
      	
              6.3

            	
              Confidential
                Obligation Period

            


    

     

    After
      termination of this agreement, the restrictions stipulated by Clause 6 shall
      continually apply without time limits.

     

    
      	
              7.

            	
              Force
                Majeure

            


    

     

    
      	
              7.1

            	
              Force
                Majeure Matters

            


    

     

    "Force
      Majeure "
      is
      referred to all the matters that not foreseeable, and its occurrence and
      consequence are unable to prevent or overcome, and it is occurred after the
      agreement signature and impedes any one party to wholly or partially perform
      this agreement. Such masters include earthquakes, typhoons, floods, fires,
      wars,
      domestical or international transportation troubles, government or public
      institution acts, infectious disease, civil turbulence, strikes or any other
      situations that could not be foreseeable, prevented and overcome.

     

    
      	
              7.2

            	
              Performance
                Suspending

            


    

     

    Once
      the
      force amateur matter occurred, the duties of the party who suffers from force
      amateur matter shall be suspended performance and the term shall be extended
      automatically for the delay period caused by the force majeure matter, and
      this
      party shall be free of undertaking of liability for breach of
      agreement.

     

    
      	
              7.3

            	
              Force
                Majeure Notice

            


    

     

    The
      party
      that claims force majeure shall note another party in written form promptly,
      and
      provide sufficient evidences of force majeurer occurrence and ongoing period
      within 15 days since the notice. 

     

    
      	
              7.4

            	
              Resolution

            


    

     

    Both
      parties shall negotiate to pursue fair solution instantly and try every
      appropriate effort to minimize the consequence of the force majeure once it
      occurs.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              8.

            	
              Applicable
                Laws

            


    

     

    This
      agreement is under the law of People's Republic of China and it shall be
      interpreted in accordance with this law.

     

    
      	
              9.

            	
              Dispute
                Settlement

            


    

     

    
      	
              9.1

            	
              Negotiation
                and Arbitration

            


    

     

    Any
      party
      shall submit any dispute or claim due to this agreement for arbitration, and
      the
      arbitration shall be conducted by the host of the ICC International Court of
      Arbitration , with 3 arbitrators following arbitration rules of International
      Chamber of Commerce. The arbitration shall use English and it is final and
      binding on both parties. Both parties agree that the arbitration ruling shall
      be
      performed by any court that have jurisdiction on both parties of this
      agreement.

     

    
      	
              9.2

            	
              Affects
                of Arbitration Procedures

            


    

     

    The
      beginning of the arbitration procedure shall not result in termination of this
      agreement. This agreement shall continual to be fully binding before the rulings
      of the arbitrators.

     

    
      	
              10.

            	
              Others

            


    

     

    
      	
              10.1

            	
              Non-waiver
                Agreement

            


    

     

    The
      nonperformance or late performance by any party under any right of 

     

    this
      agreement shall not constitute an waiver of the right. Separate or partial
      performance of a right shall not exclude any other forms of performance toward
      this right in the future.

     

    
      	
              10.2

            	
              Revision

            


    

     

    This
      agreement is stipulated for the rights and interests of both parties as well
      as
      their legal inheritants and transfrees on which this agreement is also binding.
      Any revision of this agreement shall be consented in written form signed by
      both
      parties.

     

    
      	
              10.3

            	
              Divisibilities

            


    

     

    Invalidation
      of any provision of this agreement shall have no affects on the validation
      of
      any other provisions. 

     

    
      	
              10.4

            	
              Version

            


    

     

    This
      agreements has 5 originals in Chinese, Party A and Party B have one original
      each, one original is for filing with examination and approval authorities,
      one
      original is for filing with administration authorities of industry and commerce,
      and one original is for the preservation of Guangdong
      Xinxingmei Water Affairs Co., Ltd. All of these originals are with equivalent
      legal force.

     

    
      	
              10.5

            	
              Agreement
                Integrity

            


    

     

    This
      agreement, with its appendixes, shall constitute the integrated agreement by
      both parties regarding the purpose of this agreement, and it shall replace
      all
      the former discussions, negotiations, and agreements regarding the purpose
      of
      this agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              10.6

            	
              Expenses,
                Expenditures and Taxation

            


    

     

    The
      related expenses regarding this equity transfer include: all the expenses shall
      be collaboratively undertaken by both the sellers and the buyer.

     

    


    ÄSeller:
      Evergreen Asset Group Limited (Party A)

     

     

    Authorized
      Representative

     

     

    ÄBuyer:
      Wenming Pu (Party B)

     

     

    Authorized
      Representative

     

     

    December
      23, 2007

     

     

    
      
         

      

        6