Exhibit
  10.1 



  

    

    Construction Contract

    (Turbine Manufacturing Facilities)

      


      Owner:
        Wuhan
        Generating Equipment Co., Ltd.

      Contractor:
        Hubei
        Gongchuang Real Estate Co., Ltd.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        of Contents

       

      
        	
                Chapter
                  1    
                  Construction Project

              	
                1

              
	
                1.1

              	
                Project
                  Name

              	
                1

              
	
                1.2

              	
                Project
                  Location

              	
                1

              
	
                1.3

              	
                Project
                  Summary

              	
                1

              
	
                Chapter
                  2    
                  Contracting Scope and Mode

              	
                1

              
	
                2.1

              	
                Scope
                  of the Project

              	
                1

              
	
                2.2

              	
                Contracting
                  Mode

              	
                1

              
	
                Chapter
                  3    
                  Construction Cost

              	
                2

              
	
                3.1

              	
                Basis
                  of Construction Cost

              	
                2

              
	
                3.2

              	
                Construction
                  Cost

              	
                2

              
	
                Chapter
                  4    
                  Installment Payments

              	
                3

              
	
                4.1

              	
                Installment
                  Payments

              	
                3

              
	
                4.2
                  

              	
                Party
                  B’s Obligations Regarding Installment Payments

              	
                3

              
	
                Chapter
                  5     Time Schedule
                  for Project

              	
                4

              
	
                5.1

              	
                Time
                  Limit for Project

              	
                4

              
	
                5.2

              	
                Timetable
                  for Project

              	
                4

              
	
                5.3

              	
                Completion
                  Date Control

              	
                4

              
	
                Chapter
                  6    
                  Quality Management

              	
                5

              
	
                6.1

              	
                Engineering
                  Quality

              	
                5

              
	
                6.2

              	
                Engineering
                  Acceptance

              	
                5

              
	
                6.3

              	
                Other
                  Quality Issues

              	
                6

              
	
                Chapter
                  7    
                  Site Management

              	
                6

              
	
                7.1

              	
                Management
                  Responsibilities of Both Parties

              	
                6

              
	
                7.2

              	
                Management
                  Responsibilities of Party B

              	
                6

              
	
                Chapter
                  8    
                  Materials

              	
                7

              
	
                8.1

              	
                Materials

              	
                7

              
	
                8.2

              	
                Material
                  Supplied by Party A

              	
                7

              
	
                Chapter
                  9    
                  Design Change

              	
                7

              
	
                9.1

              	
                Design
                  Change

              	
                7

              
	
                9.2

              	
                Change
                  to Cost and Time Limit

              	
                8

              
	
                Chapter
                  10       Party A’s Site
                  Representative and Duties

              	
                8

              
	
                10.1

              	
                Party
                  A’s Site Representative

              	
                8

              
	
                10.2

              	
                Party
                  A’s Duties

              	
                8

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                Chapter
                  11       Supervision
                  Party’s
                  Site Representative and Duties

              	
                9

              
	
                11.1

              	
                Supervision
                  Party’s Site Representative

              	
                9

              
	
                11.2

              	
                The
                  Chief Supervisor’s Duties

              	
                9

              
	
                Chapter
                  12       Party B’s Site
                  Representative and Duties

              	
                11

              
	
                12.1

              	
                Party
                  B’s Site Representative

              	
                11

              
	
                12.2

              	
                Party
                  B’s Duties

              	
                11

              
	
                Chapter
                  13       Completion,
                  Acceptance, and Transfer

              	
                13

              
	
                13.1

              	
                Completion
                  Acceptance Reference

              	
                13

              
	
                13.2

              	
                Completion
                  Acceptance Procedure

              	
                13

              
	
                Chapter
                  14       Final Settlement
                  and
                  Dispute Resolution

              	
                13

              
	
                14.1

              	
                Settlement
                  Price

              	
                13

              
	
                14.2

              	
                Dispute
                  Resolution

              	
                14

              
	
                Chapter
                  15       Warranty

              	
                14

              
	
                15.1

              	
                Warranty
                  Scope and Content

              	
                14

              
	
                15.2

              	
                Warranty
                  Period

              	
                14

              
	
                15.3

              	
                Warranty
                  Responsibility

              	
                15

              
	
                15.4

              	
                Warranty
                  Retainer Payment

              	
                15

              
	
                15.5

              	
                Warranty
                  Breach

              	
                15

              
	
                Chapter
                  16       Insurance

              	
                15

              
	
                16.1

              	
                Party
                  A’s Insurance

              	
                15

              
	
                16.2

              	
                Party
                  B’s Insurance

              	
                16

              
	
                Chapter
                  17       Execution,
                  Discharge,
                  and Termination

              	
                16

              
	
                17.1

              	
                Execution
                  and Discharge

              	
                16

              
	
                17.2

              	
                Termination

              	
                16

              
	
                Chapter
                  18       Miscellaneous

              	
                16

              
	
                18.1

              	
                Miscellaneous

              	
                16

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      Construction
        Contract 

      


      THIS
        CONTRACT FOR CONSTRUCTION (the “Contract”) is entered into by and between WUHAN
        GENERATING EQUIPMENT CO., LTD. (“Party A”) and HUBEI GONGCHUANG REAL ESTATE CO.,
        LTD. (“Party B”), pursuant to the relevant rules and regulations of The People’s
        Republic of China’s Laws on Contracts and Construction, Hubei Province’s
        Regulations on Construction, and the specific terms as set forth in this
        Contract. Party A and Party B are referred to herein collectively as the
        “Parties” and individually as a “Party.” Both Parties have reached an agreement
        on the project based on the principles of trust and integrity and enter into
        this Contract on an equal, voluntary, and fair basis.

      


      Chapter
        1 

      Construction
        Project

       

      
        	1.1	
                Project
                  Name

              


      

      


      The
        project shall be named the Workshop of Wuhan Generating Equipment Co.,
        Ltd.

      


      
        	1.2	
                Project
                  Location

              


      

      


      The
        project shall be located in Canglong Island, Science & Technology Park,
        Jiangxia District, Wuhan.

      


      
        	1.3	
                Project
                  Summary 

              


      

      


      The
        summary of the project is as follows:

      


      1. The
        construction area of the project shall be 19,872 square meters.

      


      2. The
        structure shall have a maximum span of 24 meters, 160t crane, single-story
        bent
        frame.

      


      3. The
        project shall consist of one story.

      


      4. The
        building height shall be 26.7 meters.

       

      Chapter
        2 

      Contracting
        Scope and Mode

       

      
        	2.1	
                Scope
                  of the Project

              


      

      


      The
        scope
        of the project shall include the steel structure, decoration, and all the
        other
        projects (except for the fire retardant paint, equipment installation, indoor
        terrace, and electrical installation, which will be directly subcontracted
        by
        Party A) within the scope of the construction drawings approved by the Parties,
        the Design Institute affiliated with Wuhan Science & Technology University,
        and the Wuhan Drawing Review & Approval Office. 

      


      
        	2.2	
                Contracting
                  Mode 

              


      

      


      1. Party
        B
        shall carry out the project contracting and arrange construction and
        installation of the project in accordance with the construction drawings.
        Neither Party shall subcontract the project, except as provided in this
        Contract. The professional engineering, which must be subcontracted, shall
        be
        approved in writing by Party A. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2. The
        color
        and type of tile, roof boarding, and peripheral maintenance panel of the
        project
        shall match those from the Phase I construction. 

      


      3. The
        Parties agree that Wuhan Yiye Steel Structure Co., Ltd. shall be responsible
        for
        the processing and field installation of the steel structure.

       

      Chapter
        3 

      Construction
        Cost

       

      
        	3.1	
                Basis
                  of Construction Cost

              


      

      


      The
        Parties shall use the following documents
        to determine the construction cost:

      


      1. Construction
        Engineering Consumption Quote and Uniform Base Price List of Hubei
        Province
        issued
        in 2003 for the steel structure engineering.

      


      2. Decoration
        Engineering Consumption Quote and Uniform Base Price List of Hubei
        Province
        issued
        in 2003 for the decoration engineering.

      


      3. The
        Hubei
        Construction [2003] No. 44 document for the expense quote. 

      


      
        	3.2	
                Construction
                  Cost 

              


      

      


      1. For
        the
        project, the total cost is calculated based on the category-III engineering
        quote. The final settlement price of the account will be this total cost
        less
        5.5%.

      


      2. For
        the
        price adjustment of materials, the price of all the materials (including
        the
        main materials for the installation engineering), except the general auxiliary
        material such as sand and stone which is subject to the quote price, shall
        be
        fixed upon the negotiation of both Parties as per the price difference between
        the budget price of Construction
        Engineering Consumption Quote and
        Uniform
        Base Price List of Hubei Province (2003) and
        that
        of Material
        Price Information
        of Wuhan
        Quote Management Station for the same period. The above price difference
        is only
        for the calculation of the pre-tax construction price. However, it shall
        not be
        charged as cost.

      


      3. Party
        A
        will not charge any other fees except the labor cost and storage charge.
        The
        calculation formula for the labor cost and storage charge is as follows:
        the
        construction price of the materials supplied by Party A x 1.0%. The materials
        supplied by Party A are not part of the project completion settlement or
        a
        service fee and the settlement shall not be reduced by this amount. Party
        A
        shall not be liable for any other materials.

      


      4. Engineering
        workload shall be calculated based on the actual cost. The design change
        and
        on-site certification during the project can be included in the project
        accounting only after they are approved and signed by Party A and its
        supervisor. The on-site certification shall not be included in the project
        accounting, unless the on-site certification satisfies the following conditions:
        description of project property, scope, scheme, measure, clarification of
        engineering workload, material specification, model, and brand.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      5. The
        estimated price of the project shall be Eight Hundred Renminbi (RMB 800)
        per
        square meter as per the area specified in the construction drawings, and
        this
        price shall be deemed the basis for the construction progress payment and
        not
        for the settlement of construction cost. 

        

      Chapter
        4

      Installment
        Payments 

      


      
        	4.1	
                Installment
                  Payments

              


      

      


      1. Party
        A
        shall pay Forty Million Renminbi (RMB 40,000,000) as a construction cost
        within
        the first two (2) months of the execution of this Contract. Thereafter, Party
        A
        shall make payments based on the progress of the project.

       

      2. After
        Party B has constructed, delivered, and installed the steel columns and
        crossbeams, Party A shall pay the progress payment difference (based on the
        RMB
        40,000,000 specified in Section
        4.1)
        for
        this portion of the project.

       

      3. Party
        A’s
        payment shall be no less than 80% of the total contract price (including
        the
        payment set forth in Sections
        4.1 and 4.2)
        after
        the completion, examination, and acceptance of the project.

       

      4. After
        a
        complete accounting of subcontracting projects, Party A shall pay 85% of
        the
        settlement amount (including the payment set forth in Sections
        4.1- 4.3).

       

      5. After
        the
        project is registered for record, the project material is transferred to
        the
        archives, and the complete set of completion data and drawings is transferred
        to
        Party A, Party A shall pay 10% of the total contract price. After the final
        accounting, Party A agrees to pay Party B the construction cost, however,
        the
        accumulated payment for the construction cost (including payments set forth
        in
Sections
        4.1- 4.4)
        shall
        be no more than 95% of the project settlement payment, and the remaining
        5% of
        the project settlement payment shall be retained as a warranty.

       

      6. Party
        A
        shall timely make the installment payments in accordance with Section
        4.1.
        If an
        installment payment cannot be paid in time for any reason, Party A shall
        pay as
        an overdue fine the current bank deposit interest rate for that
        period.

       

      
        	4.2	
                Party
                  B’s Obligations Regarding Installment
                  Payments

              


      

      


      1. Party
        B
        shall provide the visual progress description of the completed engineering
        workload to the supervisor and Party A’s representative.

       

      2. Party
        B
        shall prepare the progress budget report and the application form for
        installment payment as per the confirmed visual progress description and
        submit
        them to the supervisor and on-site project department of Party A for review.
        The
        Finance Department of Party A shall perform the final review and approval
        and
        pay the installment payment of this portion to Party B.

       

      3. The
        installment payment for engineering progress shall depend on the quality
        of work
        performed by Party B. If the engineering quality does not meet the inspection
        and acceptance requirements, Party A has the right to charge the penalty
        to
        Party B and temporarily stop making payment for this portion of the
        project.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      Chapter
        5 

      Time
        Schedule for Project

      


      
        	5.1	
                Time
                  Limit for Project

              


      

      


      1. The
        construction of the steel structure for the project shall commence on the
        date
        of execution of this Contract.

       

      2. A
        condition of this Contract is that the steel columns must be hoisted on site
        by
        March 28, 2007.

       

      3. Total
        construction period for the project is ninety-eight (98) calendar days. The
        total construction period shall remain fixed. However, if the project cannot
        be
        completed within this period, it may be delayed, but not for more than thirty
        (30) days.

       

      4. Both
        Party A and Party B have already taken into account such factors as seasonal
        rain, high wind, high-temperature weather, water, stops in the power supply,
        festivals, and holidays in deciding the time limit for the project and the
        working content to be subcontracted by Party A to meet this time
        limit.

       

      
        	5.2	
                Timetable
                  for Project 

              


      

      


      1. Within
        the first week after Party B enters the worksite, Party B shall report and
        submit the monthly progress plan and key benchmarks of the project to Party
        A.
        The supervision company and Party A shall review and approve such reports
        and
        plans.

       

      2. Prior
        to
        April 10, 2007, Party
        B
        shall complete the
        installation of steel columns and supports thereof.

       

      3. Prior
        to
        May 10, 2007, Party B shall complete the installation of the colored steel
        plate, workshop gate, and plastic-steel window.

       

      4. Prior
        to
        July 6, 2007, Party B shall complete all contents described in the construction
        drawings. Party A shall organize the examination and acceptance of the project,
        and Party B shall withdraw from the worksite.

       

      
        	5.3	
                Completion
                  Date Control

              


      

      


      1. The
        completion date refers to the date on which all the contracted projects and
        items agreed in this Contract have been completed and passed the examination
        and
        acceptance organized by Party A. Upon the examination organized by Party
        A, if
        any part of the project or any subcontracted project is unfinished or fails
        to
        meet qualifications, the time limit shall be delayed.

       

      2. If
        the
        completion date or control date is delayed due to a force majeure, the time
        limit for the project shall be delayed after approval by Party A. Party A
        shall
        be responsible for the construction downtime fee.

       

      3. If
        Party
        B fails to implement the timetable due to double time periods, Party B shall
        leave the worksite within one (1) week. Party A is entitled to terminate
        Party
        B, and Party A shall not make final settlement of the account as per the
        actual
        engineering workload until the project is completed. Party B shall pay Party
        A
        10% of the total cost of the project as the penalty for breach of contract.
        However, this penalty shall not apply if the breach is attributable to Party
        A.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Chapter
        6

      Quality
        Management

      


      
        	6.1	
                Engineering
                  Quality

              


      

      


      The
        project construction and acceptance shall be carried out as per the construction
        drawings, design change, specification, acceptance criteria, the relevant
        local
        regulations, and Party A’s requirements. All portions and subdivisions of the
        project shall meet the conformity standards. The completed project in its
        entirety shall meet the conformity standards.

      


      
        	6.2	
                Engineering
                  Acceptance

              


      

      


      1. Party
        B
        shall assign enough qualified managing staff to the site, establish a quality
        and progress assurance system, and make any necessary corrections and
        adjustments as instructed by Party A and the supervision party.

       

      2. Party
        B
        shall carry out the construction as per the related codes and design
        requirements and instructions from Party A and the supervision party, allow
        inspection at any time, and make any necessary corrections and adjustments
        as
        per the inspection result. Within a reasonable time before the inspection,
        Party
        B shall provide to Party A and the supervision party the technical data related
        to the engineering quality.

       

      3. If
        portions or subdivisions of the project require subsurface work and such
        units
        meet the requirements of Party B, Party B shall inform Party A and the
        supervision party within twenty-four (24) hours prior to their examination
        and
        acceptance and provide the related compliance data. Party B can place the
        units
        beneath the surface only after receiving written approval from Party A and
        the
        supervision party. During the process of placing the units beneath the surface,
        any modification by Party B to the portion which has passed the inspection
        shall be reinspected for acceptance. For the inspection and acceptance of
        these
        subsurface projects (foundation acceptance and structure acceptance), the
        quality supervision station and design unit shall be informed in advance
        to join
        the inspection and acceptance. If the subsurface work is not inspected in
        accordance with the above procedures, Party B shall assume all responsibilities
        and losses incurred hereof.

       

      4. The
        inspection and acceptance must be carried out as per the Detailed
        Rules and Regulations of Acceptance for Partitioned Projects and Subdivisional
        Works
        after
        the construction is completed. Party B shall have the as-built drawing placing
        the project beneath the surface as per Party A’s requirement.

       

      5. If
        Party
        A has any doubts on the construction quality and requests Party B to reassess
        the construction quality, Party B shall cooperate with Party A. If it is
        acceptable after the reassessment, the repairing and inspection fee will
        be
        borne by Party A and the time limit for the project will be delayed accordingly.
        If it is not acceptable after the reassessment, the rectification, repairing,
        and inspection fee shall be borne by Party B and the time limit for the project
        shall not be delayed.

       

      6. Party
        B
        shall submit the construction scheme regarding main processes, and the
        construction template to the supervision party and Party A for approval.
        Party B
        can carry out the large-area construction as per the template after the template
        is approved by Party A.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	6.3	
                Other
                  Quality Issues

              


      

      


      Party
        B
        shall understand and account for the surrounding environment, traffic road,
        field geologic information of the worksite, contracting scope, construction
        drawings, and construction organization design before executing this Contract.
        Additionally, Party B also shall account for such factors as construction
        technique measure, safety maintenance, civilization site construction, and
        other
        similar factors.  

      


      Chapter
        7 

      Site
        Management

      


      
        	7.1	
                Management
                  Responsibilities of Both
                  Parties

              


      

      


      1. In
        the
        project, the construction site is in the red line in the general plan. The
        construction unit shall provide the construction organization design before
        beginning the project, and the construction unit shall execute the construction
        organization design upon the approval of Party A’s site representative. The
        construction plan layout shall be considered the complete and entire agreement
        of the plan, and the construction can be carried out only after Party A and
        the
        supervision party review and provide their written approval. Party B shall
        be
        responsible for the removal and movement expense of any temporary facilities
        required by the construction. The site drainage and sewage can be drained
        in the
        municipal drainage network after they are treated in the settling tank and
        septic tank made by Party B. Otherwise, Party B will bear the penalty from
        the
        municipal department. 

      


      2. Party
        A
        will carry out random inspections periodically. If Party A finds an issue,
        Party
        B shall make the necessary corrections within twenty-four (24) hours after
        receiving the notice. Party B will be liable for any stop loss.

      


      
        	7.2	
                Management
                  Responsibilities of Party
                  B

              


      

      


      1. Party
        B
        shall abide by all applicable codes and regulations of safety construction
        and
        civilization construction issued by the national and local governments and
        the
        management regulation of field civilization construction from Party
        A.

      


      2. Party
        B
        shall prepare a complete safeguard measure before carrying out construction
        under any dangerous circumstances. During the construction process, Party
        B
        shall be responsible for any quality issues, safety accidents, and other
        results
        from Party B’s actions.

      


      3. Party
        B
        shall install the water meter and ammeter for water and power use, which
        shall
        occur after inspection and approval by Party A. Both Parties shall record
        the
        reference reading together. Party A is responsible for providing the water
        source and power distribution box. Party B is responsible for meter connection
        and laying the lines and pipes for water and power use. Both Party A and
        Party B
        will record the reading of the water meter and ammeter together at the end
        of
        every month. Party A will calculate the water rate and power rate according
        to
        the reading and deduct the corresponding expense from the installment
        payment.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      Chapter
        8 

      Materials

      


      
        	8.1	
                Materials

              


      

      


      1. Party
        B
        shall provide to Party A the manufacturer plans, the qualification certificate
        of the materials, and a sample of the materials to be used.

       

      2. The
        materials must meet the design requirements, acceptance criteria, and related
        government regulations. Party B shall send samples to the inspection department.
        The delivery and sampling of the materials must be supervised on site by
        Party A
        and the supervision party, and the materials can be used only after their
        inspection.

       

      
        	8.2	
                Material
                  Supplied by Party A

              


      

      


      1. For
        materials supplied by Party A, Party B shall provide the details of when
        the
        materials should be delivered to the site.

      


      2. For
        the
        materials supplied by Party A and already delivered to the site, Party B
        shall
        carry out their inspection and acceptance with the supervision party, Party
        A’s
        site representative, and the supplier. If the materials do not meet the design
        requirements and quality specified in the supply contract signed by both
        Parties, Party B has the right to reject the materials.

      


      Chapter
        9 

      Design
        Change

      


      
        	9.1	
                Design
                  Change

              


      

      


      1. Party
        B
        may not modify or change the original design. If the original design must
        be
        modified or changed due an unforeseen circumstance, it must be approved by
        Party
        A in writing and Party A will release it to Party B for Party B’s
        execution.

       

      2. Party
        A
        has the right to change the design drawing and Party B shall carry out the
        construction per the design change. The additional engineering cost for any
        design change shall be determined pursuant to Chapter
        3.
        The
        design change must be approved and signed by Party A’s project department.
        Party B will then carry out the construction as per the drawing.

       

      3. The
        design change and the corresponding drawing and instruction shall be reviewed
        by
        the original design unit.

       

      4. Upon
        the
        written approval of Party A, the new technique, new technology, or new material
        proposed by Party B shall be adopted. Any increase in the time limit that
        results from such change can be used by the Parties to negotiate an adjustment
        in the time limit for the project. 

       

      5. If
        Party
        A makes any design change to the original design, Party A must inform Party
        B
        three (3) days prior to the construction and provide notice of the written
        change or modification to Party B. Party B will then carry out the construction
        according to the notice.

       

      6. If
        the
        design unit makes the design change and the design change relates to the
        construction scale increment or decrement or function change, these design
        changes must be reviewed and approved by Party A and the approval unit. Party
        B
        shall then be responsible for executing the change.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      7. If
        the
        design change relates to any technique regarding the materials or equipment,
        Party B will carry out the design change after it is approved in writing
        by
        Party A. Party B has the right to refuse to start the construction if there
        is
        no such procedure or the procedure is not complete.

       

      
        	9.2	
                Change
                  to Cost and Time Limit 

              


      

      


      1. Party
        A
        shall be responsible for any increase in cost as a result of any design change.
        Party B shall return to Party A any overpayment if the cost decreases. Any
        resulting time limit change can be used as evidence to convince Party A to
        delay
        the time limit for the project.

       

      2. If
        Party
        B finds a mistake or an unreasonable area in the design, Party B shall inform
        Party A and the design unit in writing within twenty-four (24) hours. The
        design
        unit (or Party A) will provide the design change document, and the design
        change
        shall be carried out after Party A signs it. Party A will be responsible
        for all
        resulting costs and any delay to the time schedule.

       

      3. Party
        B
        will bear the resulting cost from the design change if it is due to construction
        quality or improper construction arrangement caused by Party B, and the time
        limit for the project shall not be delayed.

       

      4. Party
        B
        shall prepare the construction drawings and be responsible for any design
        quality issues.

       

      Chapter
        10 

      Party
        A’s Site Representative and Duties

      


      
        	10.1	
                Party
                  A’s Site Representative

              


      

      


      1. Party
        A’s
        site representative is ______________, who will represent Party A with routine
        management of the project. Party A’s instructions will be valid after the
        representative signs it, and such written instructions will be submitted
        to
        Party B’s representative.

       

      2. Water,
        power, and gas supplies outside the red line shall be completed before
        construction so as to provide water and power to the red line, and the supply
        amount shall be sufficient to meet the needs of normal construction. After
        Party
        B enters the worksite, Party B shall carry out municipal utilities such as
        road,
        pipeline, greening and road lamp, and other similar utilities surrounding
        the
        construction site. Party B shall provide to Party A a written record and
        photographs of the worksite as evidence of such utilities.

       

      
        	10.2	
                Party
                  A’s Duties

              


      

      


      1. Party
        A
        shall provide Party B the engineering geological data and the underground
        pipeline data regarding the construction site. Party B shall explore the
        site in
        more detail as necessary. 

       

      2. Party
        A
        shall provide to Party B six (6) sets of construction blueprints before
        construction (two sets of blueprints are used for completion). Party B shall
        keep the documentation properly. Party B shall pay all costs if more
        construction drawings are needed due to special circumstances.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      3. Party
        A
        shall provide the supplementary construction drawings and data as needed
        by
        Party B under the condition that the project’s progress is not affected.


       

      4. Party
        A
        shall organize all the participants, including Party B, design units,
        supervision units, and all the subcontractors, to participate in the joint
        review of the blueprints within seven (7) days from the date that the blueprints
        are delivered to Party B.

       

      5. Party
        A
        shall submit the benchmark report and coordinate control point to Party B
        before
        construction and perform the field commissioning. Party B is responsible
        for
        protecting the benchmark and coordinating the control point after the project
        is
        completed. Party B may bear the re-measuring and setting-out cost caused
        by any
        damage or any other resulting loss.

       

      6. Party
        A
        may check the quality and progress of the project. Party A is responsible
        for
        handling the design drawing issue, certification, paying the installment
        payments, reviewing the completion settlement data, and other similar tasks.
        

       

      7. Party
        A
        may check the construction site layout and make changes to the design
        drawing.

       

      8. Party
        A
        has the right to compel Party B to stop construction temporarily if Party
        B does
        not carry out the construction and organization as per the Contract
        requirements. After Party B makes the necessary rectifications, construction
        shall resume after Party A accepts and approves in writing the restarting.
        Party B will bear any resulting loss.

       

      9. As
        per
        the regulation and safety considerations, Party A can delegate to other units
        to
        carry out the construction if Party B fails to begin construction within
        the
        specified time. The resulting cost will be deducted from Party B at twice
        the
        actual cost. 

       

      10. Party
        A
        will organize the inspection and evaluation of the quality and progress of
        the
        project and the safety and civilization construction for all construction
        units
        on the site every month, and Party B shall correct any problems found in
        the
        inspections.

       

      Chapter
        11 

      Supervision
        Party’s Site Representative and Duties

      


      
        	11.1	
                Supervision
                  Party’s Site
                  Representative

              


      

      


      Party
        A
        entrusts ___________________ to supervise the project as per the national
        regulation. The Chief Supervisor is _______________. Party B shall be supervised
        and managed by the Chief Supervisor and his supervision party.

      


      
        	11.2	
                The
                  Chief Supervisor’s Duties 

              


      

      


      The
        Chief
        Supervisor’s duties include the following:

      


      1. Review
        and check the preparation work for the construction of every project to be
        completed by Party B.

       

      2. Participate
        in the joint drawing, prepare the joint minutes, and issue them to all units
        participating in the conference. Review Party B’s questions and reconfirm after
        receiving Party A’s written approval.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      3. Review
        the construction design and construction scheme prepared by Party B. Supervise
        and check the execution of the project.

       

      4. Ensure
        Party B establishes and perfects the construction management system and quality
        assurance system.

       

      5. Check
        the
        control axis and elevation of the building. Randomly check and double check
        the
        construction axis and descending.

       

      6. Check
        if
        Party B executed the construction as per the Contract, national technical
        specification, standard and building regulation in Wuhan, and the requirements
        of construction drawings. Check the construction quality of subsurface work
        at
        every position and as it fits in the construction process. Review the contents
        of the engineering verification.

       

      7. Check
        the
        factory conformity certificate and quality assurance certificate of the
        materials and equipment. Randomly inspect and double check the materials
        and
        equipment as needed throughout the construction process and instruct Party
        B to
        check the materials and equipment to prevent the non-conforming materials
        or
        equipment from being used in the project.

       

      8. Supervise
        and randomly inspect the routine test for construction material conducted
        by
        Party B (for example, welding connector of reinforcement bar, cement in the
        sand
        rock material, stability of cement and testing piece fabrication, etc.) and
        retain duplicates of the test results.

       

      9. Request
        Party B to timely perform other necessary corrections during the construction
        process. If the corrections are not satisfactory or there is big construction
        quality issue, the supervisor has the right to issue a written rectification
        notice of construction quality to Party B or request Party B to stop
        construction and perform the rectification directly. A shutdown notice must
        be
        approved by Party A before it is issued to Party B.

       

      10. Organize
        the initial test according to the inspection application report for every
        phase,
        every position, every link, and every portion of the project and subdivisional
        work in this Contract and sign the inspection acceptance report.

       

      11. Review
        and sign the payment document of installment payment to Party B after verifying
        the construction quality and quantity of completed parts according to the
        payment provision specified in this Contract to ensure that every installment
        payment paid by Party A is fair and reasonable.

       

      12. Supervise
        and check the general construction progress schedule and sub progress schedule
        prepared by Party B as well as the fulfillment of such schedules. Check and
        sign
        the weekly, monthly, and quarterly reports provided by Party B. Timely analyze
        the reasons for any inconsistency between the actual progress and the schedule
        due to any defect caused by Party B, and request Party B to take appropriate
        measures to ensure that the construction progress can meet the schedule.
        In such
        instances, the general time limit for the project shall not change. Organize
        Party B to correct the original schedule when the progress does not meet
        the
        original schedule for force majeure reasons and report it to Party A for
        approval. After approval, check the execution as per the corrected construction
        progress schedule.

       

      13. Check
        the
        safety production and safety measures.

       

      14. Organize
        various regular engineering meetings related to engineering and coordinate
        the
        relationship among all Parties in the project.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      15. Provide
        a
        reasonable opinion to Party A regarding issues such as engineering quality,
        progress, cost, safety production, civilization construction, and other similar
        issues and handle all engineering quality issues as they occur.

       

      Chapter
        12

      Party
        B’s
        Site Representative
        and
        Duties

      


      
        	12.1	
                Party
                  B’s Site Representative

              


      

      


      Party
        B’s
        site representative shall be ________________, who will represent Party B
        in the
        project management, construction progress, and quality control, and carry
        out
        the instructions from Party A and the supervision party.

      


      
        	12.2	
                Party
                  B’s Duties

              


      

      


      1. Party
        B
        must carry out the construction organization as per this Contract and the
        bidding document. The project manager and managing staff from Party B must
        be on
        full-time duty during the construction progress and manage the subdivisional
        work under his/her assignment (including preparation and ending phase). These
        staffs shall not be assigned to any another project. Any changes to the staff
        arrangement, mechanical equipment, construction scheme, or the like must
        be
        reported to Party A one (1) week prior to the change and executed only upon
        Party A’s approval. If Party B’s site representative is replaced during the
        project, the new representative must be approved by Party A in writing and
        must
        undertake all responsibilities of his predecessor. Party B violates this
        Contract if Party B does not comply with this term. Ten Thousand (10,000)
        Yuan
        will be deducted from the installment payment as indemnity for each
        violation.

       

      2. Party
        B’s
        site managing staff shall have an on-duty certificate. The on-duty certificate
        shall be checked and approved by Party A and the supervision party.

       

      3. Party
        B’s
        request and notice shall be signed by Party B’s project manager in writing and
        submitted to Party A with official seal. 

       

      4. Party
        B’s
        project manager, technical director of the project, and installation director
        of
        steel structure must participate in the weekly engineering meeting.

       

      5. Party
        B’s
        technical director and main managing staff in the project shall have more
        than
        five (5) years experience in the professional construction industry. Other
        technicians shall have more than three (3) years in the professional
        construction experience. 

       

      6. Party
        A
        will confirm if a staff member cannot meet the requirements including: the
        constructor who has the responsibility for inconformity with the requirements
        under this Contract in terms of the construction progress and quality of
        subdivisional work, constructor not familiar with this profession work, or
        the
        irresponsible constructor. Party B shall replace them if any such instances
        occur.

       

      7. Party
        B
        shall fulfill its rights and responsibilities under this Contract and complete
        the construction of the project within the time limit and quality requirements
        of this Contract.

       

      8. Party
        B
        shall abide by the related laws and regulations and any instructions from
        Party
        A and supervision party. Party B shall perform according to the construction
        drawings, design change notice, joint drawing checkup minutes, and construction
        specification and acceptance criteria. 


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      9. No
        equipment, material, or staff not related to the project shall enter the
        construction site.

       

      10. Party
        B
        shall provide the on-duty certificate for its staff, the conformity certificate
        of the equipment, the annual inspection certificate, and the labor contract
        for
        technical managing staff above foreman level (including foreman level) to
        the
        supervision party and Party A before beginning the project. 

       

      11. Party
        B
        shall submit the detailed construction organization design to the supervision
        party and Party A within five (5) days after receiving the construction drawing
        of each phase provided by Party A and carry out the construction according
        to
        the construction organization design approved by supervision party and Party
        A.


       

      12. Party
        B
        shall conform its performance to the construction drawings, joint drawing
        checkup minutes, design modification, any change notice, and the current
        national acceptance criteria.

       

      13. Party
        B
        shall maintain the construction record and the subsurface work record and
        compile this construction data in the commissioning document to be transferred
        to Party A.

       

      14. If
        the
        drawing and data provided by Party A is not complete or Party B finds that
        the
        drawings conflict, Party B shall provide within seven (7) days after Party
        B
        receives the construction drawings from Party A an updated time schedule
        allowing Party A to supplement the drawings and data. In this time schedule,
        Party B shall list the category of drawings, data, and deadline that Party
        A
        shall provide the supplementary drawing and data to Party B under the condition
        that the project progress is not affected. During the project progress, if
        Party
        B cannot meet the above requirements and causes project delay, all resulting
        losses from the delay will be charged to Party B.

       

      15. Party
        B
        shall provide to Party A the construction plan for the next month and monthly
        report of completed engineering in a written report within four (4) days
        after
        the 25th
        of every
        month. The construction plan for the next month must be described in detail
        and
        it must include the labor arrangement, source for any increase in labor,
        engineering amount, etc.

       

      16. Provide
        the cooperation and management for engineering subcontracted by Party A
        (including third-party construction contracts) according to the agreed content
        in the contract stipulation and provide general construction coordination
        and
        cooperation for engineering subcontracted by Party A. Participate in the
        subdivisional work acceptance and completion acceptance for engineering
        subcontracted by Party A and third-party construction contracts.

       

      17. Party
        B
        shall be responsible for protecting the finished product and partially finished
        product before the project is transferred to Party A. Party B will bear the
        cost
        to repair the finished product and partially finished product if they are
        damaged while under the protection of Party B. Party A will bear the repairing
        fee if the damage is caused by Party A.

       

      18. Party
        B
        shall clean the site and equipment, and remove any trash within twenty (20)
        days
        after completing the project. Party B shall restore any damage to the municipal
        utilities. If Party B is not able to restore these within the specified time,
        Party A will do so and Party B will be charged this cost.

       

      19. If
        Party
        B fails to complete the tasks as required under this Contract, then Party
        A may
        make arrangements with another. The resulting cost will be deducted from
        the
        installment payment owed to Party B. 


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Chapter
        13 

      Completion,
        Acceptance, and Transfer

      


      
        	13.1	
                Completion
                  Acceptance Reference

              


      

      


      Party
        B
        shall provide to Party A the main codes used for the construction drawings.
        The
        following references shall be used by Party A to determine whether to accept
        the
        completed project:

      


      -
        Load
        code for the design of building structures (GB50009-2001)

      -
        Foundation design code of building foundation (GB5007-2002)

      -
        Design
        code of steel structure (GB50017-2003)

      -
        Technical specification for steel structure of portal frame light house (CECS
        102:2002)

      -
        Design
        code of concrete structure (GB50010-2002)

      -
        Technical specification for building pile foundation (JGJ94-94)

      -
        Construction quality acceptance code for steel structure of building
        (GB50205-2001)

      -
        Technical specification for steel structure welding of building
        (JGJ81-2002)

      -
        Technical specification for cold-rolled thin-wall steel structure
        (GB50018-2002)

      -
        Other
        current national related codes and acceptance criteria

      


      
        	13.2	
                Completion
                  Acceptance Procedure

              


      

      


      1. After
        Party B submits the completed project for examination and acceptance, Party
        B
        shall provide complete data and the completion acceptance application to
        the
        supervision party fifteen (15) days prior to the preliminary acceptance.
        The
        supervision party shall organize the preliminary acceptance immediately after
        receiving the application. The supervision party shall perform the preliminary
        acceptance for the project.

       

      2. For
        engineering completion acceptance, Party A is responsible for inviting on
        site
        the design institute, exploration institute, and other relevant government
        departments to participate in the examination and acceptance of the completed
        project. The engineering quality must meet the quality standard.

       

      3. Twenty
        (20) days after acceptance, Party B shall provide two (2) complete sets of
        completion drawings. The completion drawings must accurately reflect the
        actual
        construction condition and be signed and approved by Party A’s site managing
        staff and the supervision party with official seal. Party B shall also provide
        the complete engineering data, including the engineering guarantee material,
        design change, all approval signatures, and related data.

       

      4. The
        project must be completed and meet the acceptance criteria before July 6,
        2007,
        and Party B must leave the construction site and remove any trash and material
        on the construction site. If the site clearing or site exiting is not carried
        out in time, 1% of the total construction price per day shall be deducted
        from
        the payment owed to Party B. In no case shall the deduction rate exceed
        5%.

       

      Chapter
        14 

      Final
        Settlement and Dispute Resolution

      


      
        	14.1	
                Settlement
                  Price

              


      

      


      The
        final
        settlement shall be based on the following:


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      1. Party
        B
        shall submit the complete final accounting report and complete final accounting
        materials to Party A’s project department after the project is accepted. Both
        Parties shall finish reviewing the settlement within fifty (50) days after
        Party
        A receives the final accounting materials. The settlement installment payment
        shall be based on the final accounting report and accounting materials upon
        the
        mutual agreement of both Parties.

       

      2. The
        settlement amount submitted to Party A shall not exceed 20% of the settlement
        amount as determined by both Parties. Otherwise, Party B shall be responsible
        for the cost of the price determination and this cost shall be deducted from
        the
        installment payment.

       

      3. The
        design change and site approval signature in the completion settlement data
        shall be compiled in time sequence number. Party A’s written approval shall be
        used at the settlement to evidence this change.

       

      4. The
        auxiliary materials, labor cost, and machinery shall cost as quoted. No
        adjustments shall be made to this quote. 

       

      5. The
        engineering settlement price shall be 5.5% less than the category III
        engineering in the national [2003] No. 44 document.

       

      
        	14.2	
                Dispute
                  Resolution

              


      

       

      Any
        dispute on the installment payments or total payment shall be resolved through
        amicable negotiation by both Parties. If both Parties still cannot reach
        an
        agreement, both Parties shall use a qualified auditing agency approved by
        the
        court to audit and determine the related construction price, and this conclusion
        shall be used to determine the amount Party A shall pay to Party B.

       

      Chapter
        15 

      Warranty 

      


      
        	15.1	
                Warranty
                  Scope and Content

              


      

      


      The
        warranty scope of the project includes the mainframe of the steel structure
        and
        the roof waterproof project.

      


      
        	15.2	
                Warranty
                  Period

              


      

      


      The
        warranty period shall start from the day when the project is completed,
        delivered, and accepted upon examination. Within the warranty period, if
        a
        problem covered by the warranty arises due to an engineering quality issue
        attributable to Party B, the warranty period shall start from the date of
        repair
        completion by Party B. The warranty period shall be delayed accordingly.
        For the
        foundation engineering of house, building foundation, and the mainframe of
        the
        steel structure, the warranty period shall be the reasonable period of service
        applicable to this type of project under the national regulation. For the
        decoration engineering, the warranty period is two (2) years. For waterproof
        engineering, the warranty period is five (5) years.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	15.3	
                Warranty
                  Responsibility

              


      

      


      1. For
        items
        in the warranty scope, Party B shall arrive at the site to repair the problem
        and assure the quality of the repair after it receives notice from Party
        A. In
        emergency conditions, Party A can take the proper emergency measure before
        Party
        B’s staff arrives at the site and Party B will be charged the resulting
        cost.

       

      2. If
        the
        building is destroyed, personnel are injured, or property is damaged because
        Party B does not fulfill the warranty obligation in time, Party B shall be
        liable for any compensation.

       

      3. Party
        A
        shall provide any necessary assistance to Party B during the maintenance
        process.

       

      4. Party
        B
        is responsible for the quality of the warranty service. After warranty service
        is finished, it shall be accepted and signed by Party A’s representative. Party
        B shall ensure that a similar problem will not appear within six (6) months
        after the warranty service. Otherwise, Party B shall perform the maintenance
        even if the warranty period expires.

       

      
        	15.4	
                Warranty
                  Retainer Payment

              


      

      


      1. 5%
        of the
        settlement price from Party B is reserved as the project warranty retainer
        payment.

       

      2. Upon
        the
        approval and signature of Party A, 50% of the warranty retainer payment shall
        be
        paid one (1) year after the inspection and acceptance. The remaining balance
        of
        this retainer shall be paid two (2) years after the inspection and
        acceptance.

       

      3. The
        return of the warranty retainer payment to Party B does not eliminate Party
        B’s
        warranty responsibility within the warranty period.

       

      
        	15.5	
                Warranty
                  Breach

              


      

      


      1. Party
        A
        will notify Party B according to the notification method in the warranty
        agreement from Party B if there is an engineering quality issue. Party A
        has the right to use the services of another if Party B does not answer or
        does
        not send a service person to make the repair after Party B has been notified.
        

       

      2. Party
        B
        will bear 100% of the resulting cost if Party A uses another to make the
        repair.
        This cost shall be deducted from the warranty retainer payment.

       

      Chapter
        16 

      Insurance

      


      
        	16.1	
                Party
                  A’s Insurance

              


      

      


      Party
        A
        is responsible for life and property insurance for Party A’s staff at the
        construction site and any corresponding expenses. 


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      
        	16.2	
                Party
                  B’s Insurance

              


      

      


      Party
        B
        is responsible for life and property insurance for Party B’s staff and various
        site utilities and facilities as well as material insurance at the construction
        site and any corresponding expenses. Party B shall undertake all economic
        and
        legal responsibilities for its staff and any related loss attributable to
        Party
        B.

      


      Chapter
        17 

      Execution,
        Discharge, and Termination 

      


      
        	17.1	
                Execution
                  and Discharge

              


      

      


      1. This
        Contract shall be effective after the legal representative or authorized
        agent
        from Party A and Party B sign this Contract and stamp it with its corporate
        seal. The Contract shall continue through delivery, examination, acceptance,
        and
        final settlement of the project. After Party B solves all warranty problems
        and
        when the warranty period expires, this Contract shall terminate.

      


      2. If
        the
        project is abolished, stopped, or suspended due to state policy change, a
        force
        majeure, or a cause not attributable to either Party A or Party B, this Contract
        is not enforceable and both Parties shall agree to abolish, stop, or suspend,
        or
        otherwise terminate this Contract.

      


      
        	17.2	
                Termination 

              


      

      


      The
        opposite Party shall have the right to terminate this Contract in the following
        events:

      


      1. One
        Party
        clearly conveys that it will not fulfill the main obligation before the
        fulfillment period expires. 

       

      2. One
        Party
        delays to fulfill the main obligation and still does not fulfill the obligation
        within thirty (30) days after notice.

       

      3. One
        Party
        forfeits the ability or possibly forfeits the ability to obligation fulfillment
        and the fulfillment ability is not recovered or the proper guarantee cannot
        be
        provided within a reasonable period.

       

      4. Both
        Party A and Party B negotiate and agree to terminate this Contract.


       

      5. After
        the
        termination of this Contract, Party B shall protect the completed engineering,
        purchased material, equipment, and apparatus, and Party B shall transfer
        them in
        good condition to Party A. Party A shall provide the necessary condition
        for
        Party B’s termination.

      


      Chapter
        18 

      Miscellaneous

      


      
        	18.1	
                Miscellaneous

              


      

      


      1. Any
        modifications or amendments to this Contract shall
        be
        approved by official seal from both Parties. Otherwise, the modification
        or amendment is
        invalid. If both Parties cannot solve a dispute arising from this Contract
        through negotiation, it shall be litigated at Wuhan Intermediate People’s
        Court.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      2. Any
        matters not covered in this Contract shall be mutually negotiated by both
        Parties in a separate agreement.

      


      3. A supplementary
        agreement shall be attached to this Contract to ensure the effectiveness
        of the
        execution of this Contract.

      


      4. This
        Contract shall be executed in six (6) copies, so there are two (2) originals
        and
        four (4) duplicates. Party A shall keep three (3) copies, Party B shall keep
        two
        (2) copies, and the supervision party shall keep one (1) copy. This Contract
        shall be effective upon its execution by both Parties.

      


      
        	
                WUHAN
                  GENERATING EQUIPMENT CO.,

                LTD.,
                  

              	
                HUBEI
                  GONGCHUANG REAL ESTATE CO.,

                LTD.,

              
	
                as
                  Party A

              	
                as
                  Party B

              
	 	 	 	 
	
                By:
                  

              	
                /s/

              	
              	
                By:
                  

              	
                /s/
                  Chen Hua  

              
	
                Name:
                  

              	 	
              	
                Name:
                  

              	
                Chen
                  Hua

              
	
                Title:
                  

              	 	
              	
                Title:
                  

              	 
	 	 	 	 
	
                [Seal
                  of Party A]

              	
                [Seal
                  of Party B]

              


      

      


      
        
          
          

        

        
          17