Cathay Merchant Group, Inc. - Exhibit 10.12






Exhibit 10.12

Wind Park Project Land Use Rights Agreement

This Wind Park Project Land Use Rights Agreement (“Agreement”)
is entered into by and between the following parties on 23 February 2005 in
Kangbao County, Hebei Province:

	Party A:	 Kangbao County Government of Hebei Province 

      Chuzhangdi Town Government
	 	 
	Party B: 	Cathay Merchant Group (Shanghai) Wind Energy Co., Ltd. 


Party A and Party B are hereinafter collectively referred to
  as the “Parties” or individually as a “Party”.

Preamble

Whereas, Party B plans to construct a wind power project
(“Project”) within the territory of Party A. The first phase of the Project will
be around 50MW and Party B may plan second and further phases of the Project.


Whereas, Party B intends to obtain the land use rights for the
construction and operation of the Project through granting or lease.

Whereas, according to the supporting document about land
ownership (Annex 1) provided by Party A, the villages under Chuzhangdi Town are
shown as the title holders of the collectively owned Land Plot (defined
hereunder);

Whereas, Party A agrees to reserve the project land for Party B
and agrees to be responsible for the land appropriation and relevant approval
procedures, in order to ensure that Party B will obtain the granted land use
rights of the Land Plot;

Therefore, after friendly negotiation, the Parties agree as
follows:

Article 1 Scope of Land Plot and Reservation

	1.1	Provided that the result of the feasibility study
        of the Project is satisfactory to Party B and the Project has obtained
        the approval from the relevant Chinese authorities, Party B plans to construct
        and operate the Project in the following land scope within the territory
        of Party A: land plot of about east longitude 114o22'30"—
        114o27'14", north latitude 41o45' — 41o50' (“Land
        Plot”), excluding the village, river, and woods. The total area
        of the Land Plot is approximately 50 square kilometers.



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	1.2 	 Party A agrees that within 3.5 years after signing of
        this Agreement (“Reservation Period”), it shall reserve the
        Land Plot for Party B. Party B shall pay RMB 80,000 per year as reservation
        fee since one and half years after it completes the wind measurement .
        If Party B fails to construct the wind park within the above Land Plot
        due to its own reason, the reservation fee already paid shall not be returned.
        If Party B constructs the wind park within the Land Plot in the future,
        the reservation fee shall be reduced from the land granting fee or the
        rent payable by Party B. Party A warrants that within the Reservation
        Period, it shall not reserve, lease or transfer the Land Plot to any other
        person, company or entity, nor shall it permit any third party in whatsoever
        manner to develop, possess or use the Land Plot. If upon the expiration
        of the Reservation Period Party B’s Project has not been approved
        by the relevant Chinese authorities or the Parties have not entered into
        any land lease or land use rights granting agreement according to Article
        3, Party A is entitled to transfer the Land Plot to a third party. However
        under such situation, Party B is not obliged to pay any costs, remedies
        or damages.

	 	 
	1.3 	 During the Reservation Period, Party B or its authorized
        person shall be entitled to carry out preparation works of the Project
        on the Land Plot, including the rights to access the Land Plot, install
        wind measurement equipment and other necessary equipment on the Land Plot,
        collect data, measure landform, and plan the wind park.



Article 2 Land Appropriation Procedure

	2.1 	
      Party A confirms that the Land Plot is currently
      collectively owned and the land nature is agricultural land. The Parties
      agree that in order to ensure Party B shall legally obtain the land use
      rights for the construction and operation of the Project, Party A shall be
      responsible to convert the Actual Land (defined in Article 3.1) of the
      Land Plot from collectively owned to state owned land use rights by
      carrying out land appropriation procedures and conversion of the usage
      rights of the Actual Land from agricultural to construction
  purpose.

	 	 
	2.2 	
      Party A shall be responsible for the procedures of the
      appropriation of the Actual Land and the conversion from agriculture land
      to construction land, including but not limited
to:




		(a) 	
      Party A shall be responsible for preparing the land
      appropriation plan, the agricultural land to construction land conversion
      plan, and other necessary documents or materials, and submit such
      materials to the competent superior land administration authorities with
      jurisdiction for approval.



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		(b) 	
      Party A shall be responsible for the negotiation with the
      relevant peasants, village or other entities related to the Actual Land
      and shall enter into initial agreements on such matters as land
      appropriation.

		 	 	 
		(c) 	
      After approval of the land appropriation and the
      conversion from agricultural to construction land by the superior land
      administration authorities, Party A shall be responsible for the
      implementation of the land appropriation plan.

		 	 	 
		(d) 	
      Party A shall be responsible for all costs and
      expenditures related with the land appropriation, including but not
      limited to land compensation, settlement fee, compensation, etc.

		 	 	 
		(e) 	
      After the land appropriation is completed, according to
      Article 3, the relevant land administration authority shall sign the
      State-owned Land Use Rights Granting Contract with Party B for the Actual
      Land and issue Party B the Land Use Rights Certificate.

		 	 	 
	2.3	
      Party A hereby further undertakes that it shall be
      responsible for the negotiation with the relevant peasant, village and
      related entities, and shall complete the land appropriation within six
      months after Party B provides all relevant documents. In case any third
      party claim, demand or any legal proceedings arises out of the land
      appropriation, Party A shall be responsible for the defense and shall
      indemnify Party B from any third party claim or other liabilities out of
      the land appropriation. If Party B incurs any losses due to the land
      appropriation, Party A shall compensate Part B for such losses.





Article 3 Granting of Land Use Rights

	3.1 	
      Party B will select and determine the actual location,
      coordinates, and area of the land of the first phase of the Project
      (“Actual Land”) after the completion of the commercial and technical
      feasibility study of the Project and shall inform Party A in written
      form.

	 	 
	3.2 	
      Party A shall ensure that the relevant land
      administration authority enter into a State-owned Land Use Rights Granting
      Contract with Party B within 60 days after the delivery of the written
      notice by Party B based on the following terms and
  conditions:




		(a) 	
      The land granting fee of the Actual Land shall be
      calculated based on RMB 100,000 per turbine. The land granting fee shall
      include all costs and fees for the use of land necessary for the Project,
      including the land occupied by the turbine, the poles, the foundation,
      erection equipment, up ground and underground cable, road, and the
      office/living facilities, etc. The land granting fee does not
    include



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      the transformer sub-station. The land granting fee shall
      be paid after completion of all procedures for the first phase of Project
      i.e. 50MW wind park are completed, including without limitation to the
      approval on project application report, land appropriation, grid
      connection, power purchase agreement, approval on on-grid power
    price.

		 	 
		(b) 	
      The term of the land use rights granted to Party B shall
      be 50 years.

		 	 
		(c) 	
      The usage of the land use rights shall be industrial
      purpose and can be used for the development, construction and operation of
      wind power project.

		 	 
		(d) 	
      Part B shall obtain the State-owned Land Use Rights
      Certificate within 30 days after the full payment of the land granting
      fees.




	3.3 	 Party B will need further land in the Land Plot for
        the development of second and further phases of the Project. Party A will
        provide to Party B such required land the area and location of which is
        subject to further discussion and agreement. The terms and conditions
        set forth in this Agreement shall also apply to the second and future
        phases of the Project. However, if the national land policy changes in
        the future, the land granting fees will be negotiated and decided based
        on the changed policy.



Article 4 Party A’s Obligations

In addition to any other obligations set forth hereof, Party A
shall also undertake the following obligations and responsibilities:

	4.1 	
      Party A shall assist Party B for all the approval
      procedures related with the Project, including but not limited to the
      construction land planning and construction permit, road construction,
      grid connection and power purchase agreement etc.

	 	 
	4.2 	
      In addition to the land use rights of the Actual Land,
      Party B shall have the right to enter the Actual Land, to construct power
      transmission cable and equipment on the Land Plot. The land granting fee
      paid by Party B shall include all land use fees necessary for the Project,
      including the land consumed directly by the turbine, the poles, the
      foundation, erection equipment, up ground and underground cable,
      transportation, etc. Except for the land granting fee, Party B shall have
      no obligation to pay any other fees or taxes under whatever name or nature
      in relation to the land.

	 	 
	4.3 	
      During the land granting terms, if Party A intends to
      develop or construct the Land Plot in any manner, Party A shall obtain
      Party B’s approval in advance. Party A must guarantee that such
      development or construction will not affect the construction and operation
      of the Project.



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Article 5 Party B’s Obligations

	5.1 	
      Party B shall finish the wind measurement according to
      the MOU and shall determine the commercial and technical feasibility of
      the Project as soon as practical.

	 	 
	5.2 	
      If Party B after the wind measurement believes the
      Project is commercial and technically feasible, it shall complete the
      Project Application immediately and shall make its best effort to obtain
      the approval of the Project from the relevant Chinese authorities with the
      assistance of Party A.

	 	 
	5.3 	
      If the Project is approved by the relevant Chinese
      Authorities and Party A has completed the land appropriation procedures as
      set forth in Article 2, Party B shall promptly sign the State-owned Land
      Use Rights Granting Contract. Party B shall pay the land granting fees in
      accordance with the relevant contracts.

	 	 
	5.4 	
      Party B’s construction and operation of the Project on
      the Land Plot shall comply with all the applicable state and local laws
      and regulations and shall pay all applicable taxes and public utility fees
      at the place of the Project according to the law.



Article 6 Representations and Warranties

Both Party A and Party B represent and warrant respectively
that:

	6.1 	
      It has all requisite power, authority and approval
      required to enter into this Agreement and perform fully its obligations
      hereunder;

	 	 
	6.2 	
      It has taken all action necessary to authorize it to
      enter into this Agreement and such Party's representative whose signature
      is affixed hereto is fully authorized to sign this Agreement and to bind
      such Party thereby;

	 	 
	6.3 	
      Upon the effectiveness of this Agreement, this Agreement
      shall constitute a legal, valid and binding obligation;

	 	 
	6.4 	
      Neither the execution of this Agreement, nor the
      performance of Party A's obligations hereunder, will conflict with, or
      result in a breach of, or constitute a default under any law, rule,
      regulation, authorization or approval of any government agency or body
      under its jurisdiction, or of any contract or agreement to which it is a
      party or is subject;



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	6.5 	
      The Land Plot provided by Party A (i) has no
      environmental contamination that will interfere with the conduct of the
      Project or interfere with or prevent the Project’s compliance with any
      environmental laws or regulations; and (ii) has no environmental
      contamination on or arising from the Land Plot by failure of Party A to
      have contained substances harmful to the
environment.



Article 7 Effectiveness

	7.1 	
      This Agreement shall be effective after execution by the
      authorized representatives of all Parties and shall be binding to all
      Parties.

	 	 
	7.2 	
      This Agreement shall be terminated upon the occurrence of
      the following matters:




		(a) 	
      The State-owned Land Use Rights Granting Contract has
      been entered into according to Article 3;

		 	 
		(b) 	
      The Project is not approved by the Chinese government
      upon the expiration of the Reservation Period set forth in Article
    1.2.




	7.3 	
      The Parties may negotiate to extend this Agreement if the
      Agreement is terminated according to Article 7.2(b)
  above.



Article 8 Duties in Breach

If due to the reason of Party A, including but not limited to
Party A’s failure to perform total or part of its obligations under Article 2
that Party B does not obtain the land use rights of the Actual Land, Party A
shall pay Party B liquidated damages amounting to RMB 500,000. The Parties
acknowledge that such liquidated damages shall reflect the direct losses caused
to Party B by Party A’s failure to comply with this Agreement.

Article 9 Applicable Law and Dispute Resolution

	9.1 	
      This Agreement is construed and shall be interpreted and
      performed in accordance with the laws of the People’s Republic of
      China.

	 	 
	9.2 	
      Any disputes in relation to this Agreement shall be
      settled by the Parties through friendly negotiation. If in case the
      dispute cannot be resolved by the Parties through negotiation, then any
      Party may submit the dispute to China International Economic and Trade
      Arbitration Commission for arbitration according to its then valid
      arbitration rules. The place of arbitration shall be in Beijing. The
      arbitration award shall be final and binding to all
  Parties.



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Article 10 Miscellaneous

	10.1 	
      All entities constituting Party A shall be jointly and
      severally liable for all the obligations of Party A hereunder.

	 	 
	10.2 	
      Any amendment to this Agreement shall be agreed by all
      Parties and shall be made in writing.

	 	 
	10.3 	
      Any notice or written communication provided for in this
      Contract by any Party to any other Party shall be sent by facsimile or by
      courier service. The date of receipt of a notice or communication
      hereunder shall be deemed to be fourteen (14) days after the letter is
      given to the courier service and the second day after dispatch of a
      facsimile if evidenced by a transmission report. All notices and
      communications shall be sent to the appropriate address set forth below,
      until the same is changed by notice given in writing to the other
      Parties.




		If to Party A: 
		Contact Person: Wang Xiuzhong 
		Address: Xijing Rd, County Government Building, Development
      and Plan 
		                 
      Bureau, Kangbao County, Hebei Province 
		Fax Number: 0313-5514001 



		If to Party B: 
		Contact Person: Wang Longmei 
		Address: 36F Tower 1, Kerry Everbright City, 218 Tianmu Rd
      West, Shanghai 
		Fax Number: 021-63545909 



	10.4 	
      This Agreement shall be made in both Chinese and English
      for 3 originals with each Party holds one original
copy.



In witness hereof, the Parties have made their authorized
representatives to execute this Agreement on the date as set out in the first
page:

	Kangbao County Government of Hebei Province 
	/s/ Wu Zhangqiang                   



	Chuzhangdi Town Government 
	/s/ Ma Zhansen                         
    



	Cathay Merchant Group (Shanghai) Wind Energy Co., Ltd.
  
	/s/ George Ho                            


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