Exhibit
  10.4  



  

  Jiangsu Huangli Thermal Electric Investment Management Co., Ltd. 

    



Construction
  Contract for Thermal Electric Plant

    


    THIS
      CONTRACT FOR CONSTRUCTION AND RELATED SERVICES (the “Contract”) is entered into
      by and between JIANGSU HUANGLI PAPER INDUSTRY CO., LTD. (“Party A”) and WUHAN
      GENERATING EQUIPMENT CO., LTD. (“Party B”) on this 8th
      day of
      July, 2007, pursuant to the relevant rules and regulations of The People’s
      Republic of China’s Law on Contracts and the State Council’s Regulations on
      Building and Installation Contracts. Party A and Party B are referred to herein
      collectively as the “Parties” and individually as a “Party.”

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Party A has agreed to purchase certain construction and related services from
      Party B, and Party B has agreed to provide such construction and related
      services to Party A; and

    


    WHEREAS,
      the Parties wish to set forth herein their agreements and understandings
      regarding such purchase and sale of such construction and related
      services;

    


    NOW
      THEREFORE, for and in consideration of the mutual covenants of the Parties
      set
      forth herein and other valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the Parties agree as follows:

    


    Article
      1

    General
      Provisions

    


    1.1 Project
      Approval. Pursuant to the Jiangsu Development and Planning Committee’s
Approval Reply
      on the Project of Jiangsu Fasten Thermal Electric Plant (Su
      Ji
      Jichu Fa (2003) No. 1177) and Notice No. (2003) 38 regarding this Approval
      Reply,
      a
      thermal electric plant shall be established in Huangli, Jiangsu (the “Contracted
      Project”).

    


    1.2 Project
      Name. The Contracted Project shall be named the Jiangsu Huangli Thermal Electric
      Plant.

    


    1.3 Project
      Location. The Contracted Project shall be located in Chengchang Centralized
      Industrial Park, Huangtu Town, Jiangyin, Jiangsu. 

    


    1.4 Project
      Construction. Party B shall be responsible for the construction of the
      Contracted Project.

    


    Article
      2

    Scope
      and
      Specifications of the Contracted Project

    


    2.1 Scope
      of
      the Project. The scope of the Contracted Project shall include the feasibility
      research, design and civil engineering, purchase of materials, construction
      and
      installation, road building, completion of the Contracted Project so that it
      is
      a synchronous generating system, delivery and acceptance upon examination by
      Party A of the Contracted Project, and passing a seventy-two (72) hour pilot
      run. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.2 Specifications
      of the Project. The specifications of the Contracted Project shall include
      a
      thermal power plant consisting of two (2) NC-35/5.3 boiler furnaces; two (2)
      UC-75/5.3 boiler furnaces; one (1) set of C12-4.9/0.981 and QF-15-2 extraction
      condensing turbine generator group (the “First Generator Group”); one (1) set of
      B6-4.9/0.981 and QF-7.5-2 backpressure turbine generator group (the “Second
      Generator Group”); and all ancillary civil projects, including, without
      limitation, a steam turbine room, a boiler furnace room, a water carburetor
      room, a dry coal warehouse, a master-control room, chimney, trestle bridge,
      water circulating cooling tower, platform bridge, and slag stack yard. Each
      system of the Contracted Project shall comply with the Examination and
      Acceptance Regulations for Thermal Power Generation.

    


    Article
      3

    Construction
      Period and Postponement

    


    3.1 Construction
      Period. Party B shall complete, deliver for examination and acceptance by Party
      A, and put into production the First Generator Group on or before December
      31,
      2007. Party B shall complete, deliver for examination and acceptance by Party
      A,
      and put into production the Second Generator Group on or before June 30, 2008.
      

    


    3.2 Postponement
      to the Construction Period. The construction periods set forth in Section
      3.1
      shall be
      postponed in the event of any shutdown, delay in work due to poor organization,
      or for any of the following circumstances:

    


    
      	 	
              a.)

            	
              A
                significant loss caused by a natural or man-made
                disaster.

            


    

    


    
      	 	
              b.)
                

            	
              Party
                A fails to make payment to Party B within ten (10) days after the
                time
                limit set forth under Section
                7.1.

            


    

    


    
      	 	
              c.)

            	
              A
                major amendment to state policy.

            


    

    


    Article
      4

    Responsibilities
      of Both Parties

    


    4.1 Party
      A
      shall be responsible for the following:

    


    
      	 	
              a.)

            	
              Obtaining
                the right to use the land, the lease for the Contracted Project and
                for
                the provisional facilities of the Contracted Project, the building
                licenses, and the construction permit for the Contracted Project.
                

            


    

    


    
      	 	
              b.)

            	
              Obtaining
                the electricity, gas, and water for the worksite.
                

            


    

    


    
      	 	
              c.)

            	
              Providing
                approval documentation, surveying documentation, and hydrographic
                and
                meteorological data for the Contracted
                Project.

            


    

    


    
      	 	
              d.)

            	
              Making
                timely payments to Party B as set forth in this Contract and organizing
                examination and acceptance of the Contracted Project upon its completion
                by Party B. 

            


    

    


    
      	 	
              e.)

            	
              Designating
                a representative to manage any problem that Party A shall be liable
                for as
                well as other matters.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.2 Party
      B
      shall be responsible for the following:

    


    
      	     	
              a.)

            	
              Completing
                the Contracted Project pursuant to the terms and conditions of this
                Contract.

            


    

    


    
      	 	
              b.)

            	
              Providing
                to Party A a layout for the worksite, water and electricity supply,
                road,
                special dock, and provisional
                facilities.

            


    

    


    
      	 	
              c.)

            	
              Regularly
                providing to Party A a construction progress schedule, Contracted
                Project
                completion acceptance report, monthly statistics report, operation
                plan,
                and project quality report.

            


    

    


    
      	 	
              d.)

            	
              Before
                the completion of the Contracted Project, Party B shall be responsible
                for
                the buildings, installed equipment, and the worksite, including the
                clearing of the worksite.

            


    

    


    
      	 	
              e.)

            	
              Notifying
                Party A after delivery of the equipment to the worksite to participate
                in
                the examination of the equipment when it is unpacked, providing to
                Party A
                the drawings enclosed with the equipment, providing to Party A the
                checklist and certificate of qualification for filing, and transferring
                to
                Party A any special tools for the equipment and any worn parts left
                after
                entering into this Contract and prior to the completion of the Contracted
                Project.

            


    

    


    Article
      5

    Quality
      of the Contracted Project

    


    5.1 Party
      B
      shall organize the construction of the Contracted Project in strict compliance
      with the construction drawing, construction specifications, and relevant
      technical standards issued by the Water & Electricity Ministry.

    


    5.2 Party
      B
      shall submit the Contracted Project for examination and acceptance by Party
      A.
      Party A shall examine and accept the Contracted Project pursuant to the
      regulations and requirements of the Ministry of Electric Power.

    


    5.3 Pursuant
      to the relevant rules and regulations on power production, the start up of
      the
      First and Second Generator Groups shall be subject to running for one hundred
      sixty-eight (168) hours for each generator group prior to examination and
      acceptance by Party A.

    


    5.4 Party
      B
      shall be responsible for the maintenance of any quality issue regarding the
      design, construction, or manufacturing of the Contracted Project. Party B shall
      provide maintenance at no cost for one year from the date of examination and
      acceptance of the Contracted Project by Party A for any quality issue regarding
      the First and Second Generator Groups, boiler, or civil engineering of the
      Contracted Project. Party B shall provide maintenance at no cost for six (6)
      months from the date of examination and acceptance of the Contracted Project
      by
      Party A for any quality issue regarding installation of the Contracted Project.
      Party B shall be responsible for the manufacturer’s warranty terms for all other
      applicable equipment. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      6

    Equipment
      and Materials; Examination and Use

    


    6.1 Equipment
      and Materials. Party B shall order, purchase, transport, and keep the equipment
      and materials required for the Contracted Project. 

    


    6.2 Examination
      and Use. Party B shall be responsible for the examination of the aforementioned
      equipment and materials when they are unpacked, with the participation of Party
      A. All the spare products, parts, and special tools for the equipment shall
      be
      kept and used by Party B, and Party B shall transfer these items to Party A
      upon
      the completion of the Contracted Project.

    


    Article
      7

    Payment
      Terms and Liabilities for Breach of Payment Terms

    


    7.1 Payment
      Terms. Upon the execution of this Contract, the payment of the Contracted
      Project shall be conducted in the following manner:

    


    
      	 	
              a.)

            	
              The
                total amount of the Contracted Project shall be One Hundred Ninety-Five
                Million Four Hundred Ten Thousand and 00/100 Renminbi (RMB 195,410,000)
                (the “Contract Price”).

            


    

    


    
      	 	
              b.)

            	
              Party
                A shall pay five percent (5%) of the Contract Price to Party B as
                a
                construction initiation fee within one month after the execution
                of this
                Contract. Thereafter, Party A shall make payments to Party B within
                the
                first ten (10) days of each month in accordance with the following
                schedule: 

            


    

     

    
      	
              Months
                2-5

            	
              Party
                A shall pay ten percent (10%) of the Contract Price for each
                month.

            
	
              Months
                6-8

            	
              Party
                A shall pay nine percent (9%) of the Contract Price for each
                month.

            
	
              Months
                9-10

            	
              Party
                A shall pay eight percent (8%) of the Contract Price for each
                month.

            
	
              Months
                11-12

            	
              Party
                A shall pay six percent (6%) of the Contract Price for each
                month.

            


    

     

    
      	
            	c.)	
              If
                Party A fails to make payment to Party B within ten (10) days after
                the
                time  limits
                set forth in the above payment schedule, then the Construction Period
                shall  be
                postponed accordingly. 

            


    

    


    7.2 Liabilities
      for Breach of Payment Terms.

    


    
      	 	
              a.)

            	
              To
                ensure timely payment by Party A under this Contract, Party A promises
                to
                put the Contracted Project in pledge to guarantee performance by
                Party
                A.

            


    

    


    
      	 	
              b.)

            	
              If
                Party A fails to make timely payment, Party B shall undertake the
                cost to
                continue the Contracted Project. Upon the completion of the Contracted
                Project, Party A and Party B shall determine their respective rights
                to
                the Contracted Project based on their respective contribution to
                the
                Contract Price and Party A’s liabilities for breach of this
                Contract.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.3 The
      capital cost of Party B’s financing shall be borne by Party A and shall be
      calculated pursuant to time, amount, and at an annual interest rate of ten
      percent (10%).

    


    7.4 If
      Party
      A breaches this Contract, Party B shall control the Contracted Project and
      also
      shall be entitled to charge Party A for the power rate. Both Parties’ rights
      shall be allocated pursuant to Section
      7.2(b).

    


    Article
      8

    Miscellaneous

    


    8.1 If
      any
      new law or regulation is issued during the performance of this Contract, this
      Contract shall be performed pursuant to the spirit of the applicable new law
      or
      regulation as of the effective date thereof.

    


    8.2 Party
      A
      shall bear the relevant taxes for the construction of the Contracted
      Project.

    


    8.3 The
      performance of this Contract shall be supervised by the bank(s) designated
      by
      the Parties. In the event of any economic dispute arising during the performance
      of the Contract, both Parties shall resolve the dispute by negotiation and
      both
      Parties shall be practical and realistic. If the negotiations fail, then both
      Parties may submit the dispute for arbitration by someone who is competent
      in
      industry and commerce.

    


    8.4 This
      Contract shall become effective upon the signature, notarization, and seal
      of
      both Parties, and it shall terminate upon Party A’s acceptance of the Contracted
      Project and Party A’s full payment of the Contract Price to Party B.


    


    8.5 This
      Contract shall be legally binding upon its effectiveness. Neither Party shall
      modify, change, or cancel this Contract without the prior consent of the other
      Party. Any Party that fails to abide by this limitation shall bear all legal
      and
      economic liabilities.

    


    8.6 Upon
      the
      mutual consent of both Parties, any matter not covered herein may be added
      as an
      attachment to this Contract, and such attachment shall have the same legal
      effect as this Contract.

    


    8.7 This
      Contract is made in four (4) originals and each Party shall hold two (2)
      originals.

     

    
      
        	
                JIANGSU
                  HUANGLI PAPER INDUSTRY CO., LTD.,

              	 	WUHAN
                GENERATING EQUIPMENT CO., LTD.,
	 	 	 
	as
                Party A	 	
                as
                  Party B

              
	 	 	 	 	 
	
                By:
                  

              	
                /s/ 

              	 	
                By:
                  

              	
                /s/ 

              
	
                Name:
                  

              	 	 	
                Name:
                  

              	 
	
                Title:
                  

              	 	 	
                Title:
                  

              	 
	 	 	 	 	 
	
                [Seal
                  of Party A]

              	 	
                [Seal
                  of Party B]

              


      

    

    


    Execution
      Date: July 8, 2007

    


    NOTARY
      PUBLIC