Unassociated Document


    Exhibit
4.12

    Project
Construction Contract

    


    Contact
No.: LHGK-2010-007

    


    Party A:
Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd.

    


    Party
B:  Xi’an Kingtone Information Co., Ltd.

    


    Signing
Date:  August 10, 2010

    Place of
Signing:  Xi’an

    


    NOW,
THEREFORE, in consideration of the Contract Law of the People’s Republic of
China, and through mutual friendly negotiation on issues in respect thereof,
both Parties hereto enter into the agreement as follows
(“Contract”):

    


    Article
1   Project Overview

    


    
      	
               
      

            	
              1.

            	
              Project
      Name: Sunlight Greenhouse Automation and Weak Electricity
      System

            


    

    
      	
               
      

            	
              2.

            	
              Project
      Location: Yuxing Modern Agricultural Science & Technology Park, Hu
      County, Xi’an

            


    

    
      	
               
      

            	
              3.

            	
              Project
      Duration: Within three months after the commencement of the
      Contract

            


    

    
      
        	
                 
      

              	
                4.

              	
                Scope:

              
	 	 	Party
      B shall work on the 28 greenhouses located at Yuxing Modern Agricultural
      Science & Technology Park, Hu County, including the design and overall
      plan of an automation system, surveillance system (including greenhouse
      and road), background music system, surrounding protective system and
      integrated pipeline system; as well as purchase and construction of all
      the said systems.


      


     

    Party B shall ensure that the system is
reliable, complete and advanced to fulfill the user’s production
requirements.

    In terms of the technical requirements
and material supply list, refer to the Project Proposal for
details.

    


    Article
2  Quality Assurance and Technical Requirements

    


    
      	
               
      

            	
              1.

            	
              The
      systems and services provided by Party B shall comply with relevant
      national and industry specifications and
  requirements.

            


    

    
      	
               
      

            	
              2.

            	
              All
      products supplied by Party B must be brand new, original, and without
      outside or inside defects.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
3.  Warranty and After-sale Services

    


    
      	
               
      

            	
              1.

            	
              The
      warranty period is within 18 months since the acceptance of the goods or
      within 12 months since the acceptance of the project, whichever is
      earlier.

            


    

    
      	
               
      

            	
              2.

            	
              In
      the course of the warranty period, party B shall maintain or replace the
      breakdown and damaged parts incurred by non-human factors free of charge.
      The damage or breakdown caused by human factors must be timely maintained
      or replaced by Party B on a paid
basis.

            


    

    
      	
               
      

            	
              3.

            	
              Beyond the
      guarantee period, Party B shall provide technical service and components
      on a paid basis.

            


    

    


    Article
4  Fees and Method of Payment

    


    
      	
               
      

            	
              1.

            	
              Contract
      Price: RMB 3.03 million, of which RMB 1.5 million for
      equipment (with a 17% Value Added Tax (“VAT”) invoice) and RMB 1.53 million for
      construction (with a construction
invoice).

            


    

    
      	
               
      

            	
              2.

            	
              Method
      of Payment

            


    

    
      	
               
      

            	
              a)

            	
              Party
      A shall pay 40% of the total contract price, RMB 1,212,000, to Party B
      within five days upon the signing of the
  Contract.

            


    

    
      	
               
      

            	
              b)

            	
              Party
      A shall pay 30% of the total contract price, RMB 909,000, to Party B
      within five days upon the acceptance of the main
  equipment.

            


    

    
      	
               
      

            	
              c)

            	
              Party
      A shall pay 25% of the total contract price, RMB 757,500, to Party B
      within one month upon receiving the billing notice and inspection
      documents from Party B.

            


    

    
      	
               
      

            	
              d)

            	
              Party
      A shall pay the remaining 5% of the total contract price in full, RMB
      151,500, to Party B within 15 days upon receiving the billing notice from
      Party B, on the condition that there is no quality problem after the
      expiration of the guarantee period.

            


    

    


    Article
5.   Place and Time of Installation

    


    
      	
               
      

            	
              1.

            	
              Time:
      Party B shall deliver the goods, free of charge, to the place designated
      by Part A within the duration of the project per the Contract. Part B
      shall provide installation, testing, training, and technical support
      services to Party A.

            


    

    
      	
               
      

            	
              2.

            	
              During
      installation, all imported products must have inspection certificates
      issued by Import and Export Commodities Inspection Department of the
      State; all domestic products must have factory
    certification.

            


    

    
      	
            	
              3. 

            	
              Place:
      as designated by Party A.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
6. Obligations of Both Parties

    


    Party A’s
Obligations

    
      	
               
      

            	
              1)

            	
              Supply
      Part B with water, electricity, and temporary storage room, and
      construction site;

            


    

    
      	
               
      

            	
              2)

            	
              Timely
      arrange the payment of the contract amount to Party
  B;

            


    

    
      	
               
      

            	
              3)

            	
              Assist
      Party B to solve specific problems during the construction
      period;

            


    

    
      	
               
      

            	
              4)

            	
              Fulfill
      its obligations under the Contract.

            


    

    


    Party B’s
Obligations

    
      	
               
      

            	
              1)

            	
              Complete
      the construction in due time;

            


    

    
      	
               
      

            	
              2)

            	
              Construct
      as per the drawings;

            


    

    
      	
               
      

            	
              3)

            	
              Construct
      should proceed timely per the
Contract;

            


    

    
      
        	
                 
      

              	
                4)

              	
                Construct
      per the engineering design, and in accordance with the relevant provisions
      issued by the State;

              
	 	5)	Cooperate with the staff or
      delegate from Party A for regular inspection and
      testing.


      

    

    
      
        
        

      

    

    


    Article
7.  Responsibilities of Both Parties

    


    
      	
               
      

            	
              1.

            	
              Party
      A is responsible for all the losses, including economic loss, resulted in
      terms of breaching its obligations under the
  Contract.

            


    

    
      	
               
      

            	
              2.

            	
              Party
      B is responsible for all the losses, including economic loss, resulted in
      terms of breaching its obligations under the
  Contract.

            


    

    


    Article
8.   Delay of the Project

    


    The
starting date is as set and agreed upon by both parties, with a construction
term of three months. Shall the following events happen, the project completion
date will be postponed accordingly:

    
      	
               
      

            	
              1)

            	
              Changes
      of construction scope resulting in the increase of
    workloads;

            


    

    
      	
               
      

            	
              2)

            	
              Water
      or power failure affecting the construction, but no fault of Party
      B;

            


    

    
      	
               
      

            	
              3)

            	
              Force
      majeure, natural disasters;

            


    

    
      	
               
      

            	
              4)

            	
              Other
      factors in construction site which affect the construction
      progress;

            


    

    
      	
               
      

            	
              5)

            	
              Party
      A’s failure to pay the construction fees per the
  Contract

            


    

    


    Article 9  Force
Majeure

    


    The failure of either party to perform
all or part of its obligations under the Contract due to force majeure shall not
be deemed as a breach of Contract. The affected party shall notify the other
party within ten days after the occurrence of such force majeure. After confirmed
and verified by the local authority (above county level) of the said
force majeure, the project can be postponed, be fully or partially performed between the parties hereto,
and may be partly or fully exempted from its liabilities for breach of
Contract.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article 10 Inspection and Test
Run

    


    Party B
shall timely provide the completion report to Party A after finishing the
project.  Project completion date is set as the date when Party A
signs the completion report. The month thereafter is the test run period.
Following its expiration, if Party A has no rectification opinions, Part A shall
conduct a quality assessment, check and accept the project within 15
days.

    


    If Party
A has rectification opinions, Party B shall conduct amendment accordingly to
meet Party A’s requirements. Party A shall then redo the quality assessment and
acceptance of the project within 15 days. Once the project meets the quality and
acceptance standards, Party A may transact quality assurance procedures. Party B
shall provide all relevant engineering documents to Party A.

    


    Article
11   Technical Support and Services

    


    
      	
               
      

            	
              1.

            	
              Once
      the systems are under construction, Party B shall dispatch professionals
      and technical personnel to guide the implementation in the different
      stages of construction to ensure proper
  progress.

            


    

     

    
      	
               
      

            	
              2.

            	
              Party
      B shall strictly abide by the procedures and regulations to conduct
      installation and testing of the systems. Party B shall accept the
      inspections or supervision from Party
A.

            


    

     

    
      	
               
      

            	
              3.

            	
              Party
      B shall provide technical training to the personnel from Party
      A.

            


    

     

    Article
12  After-sales services

     

    Party B
shall provide free maintenance services to Party A during the warranty period.
After its expiration, Party B shall provide such services by charging Party A
maintenance fee. Within the warranty period, Party B shall respond within 2
hours and dispatch the personnel to the site within 8 hours upon receiving Party
A’s notification, and conduct free maintenance.

     

    Article
13.   Liability for Breach of Contract

     

    Party A
shall bear the liability and compensate Party B with the liquidated damages, at
ten thousandth of the total contract price, per day, in the event of failing to
timely provide the necessary instructions, confirm, approve, and fulfill its
obligations under the Contract, and failing to pay, or other conducts that
hinder the contract to be carried out, etc.

     

    Party B
shall bear the liability and compensate Party A with the liquidated damages, at
ten thousandth of the total contract price, per day, in the event of failing to
timely provide the necessary instructions, confirm, approve, and fulfill its
obligations under the Contract, failing to deliver timely, and other conducts
that prevent the contract to be carried out.  Party B shall bear
liability for the following issues: the equipment and technology provided by
Party B does not meet the technical requirements; fails to deliver projects on
time or in accordance with the quality and technical requirements as stipulated
in the Contract; does not provide equipment warranty services.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Article
14  Alternation and Termination of the Contract

     

    Unless
otherwise specified under the Contract, no party can alter, terminate or cancel
the Contract without consent from the other party.

     

    If
continuing to perform the Contract will damage the national and public
interests, both parties should alter, suspend, or terminate the Contract. If
both sides cannot reach a settlement on this issue, they shall solve the dispute
according to Article 15 of this Contract.

     

    Article  15  Miscellaneous

     

    
      	
               
      

            	
              1.

            	
              The
      laws and regulations in the People’s Republic of China are applicable to
      the Contract. Any disputes arisen during the execution of the Contract
      herein shall be settled through friendly negotiation by the two parties.
      Otherwise, the disputes can be solved through arbitration by Xi'an
      Arbitration Commission;

            


    

    
      	
               
      

            	
              2.

            	
              The
      Contract can be altered, added or adjusted upon written notice, and
      becomes effective upon signing and sealing by the two
    parties;

            


    

    
      	
               
      

            	
              3.

            	
              The
      Contract shall have four copies, two copies for each party. The Contract
      shall enter into force upon signature or sealed by two
      parties.

            


    

    


    
      
        
          	
                  Party
      A:

                	
                  Party
      B

                
	
                  Xi’an
      Hu County Yuxing Agriculture

                	
                  Xi’an
      Kingtone Information Co., Ltd (Seal)

                
	
                  Technology
      Development Co., Ltd. (Seal)

                	 
      
	
                  Address:
      North Xi’an Village,

                	
                  Address:
      No.181 Taibai Road South,

                
	
                  Weifeng
      Town, Hu County

                	
                  Borough
      A, Block A , 3rd floor,  Xi’an

                
	
                  Xi’an,  Shaanxi

                	
                  Shaanxi

                
	 
      	 
      
	
                  Legal
      Representative:

                	
                  Legal
      Representative:

                
	
                  Appointed
      Representative: Qingqing Zhang

                	
                  Appointed
      Representative: Peng Zhang

                
	
                  Telephone:
      029-84999286

                	
                  Telephone:029-88231591

                
	
                  Issuing
      Bank: SPD Bank Xi'an Branch

                	
                  Issuing
      Bank: SPD Bank Xi'an Branch

                
	
                  in
      Xi’an High-tech Development Zone

                	
                  in
      Xi’an High-tech Development Zone

                
	
                  Bank
      Account: 72040158000017563

                	
                  Bank
      Account: 72040158000007060

                
	
                  Signing
      Date: August 10, 2010

                	
                  Signing
      Date: August 10, 2010