Exhibit
10.8

     

    Jiaohe,
Jilin Infrastructure

     

    Construction
BT Project

     

    July
23, 2008

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In
accordance with Contract Law of People’s Republic of
China, Building Law of People’s Republic of
China, Regulation on the Quality Management of Construction Projects, Regulation
on Work Safety Management of Construction Projects, Decision on Reforming the
Investment System promulgated by the State Council, Government Purchase Law of
People’s
Republic of China, Guiding Opinions on Cultivation and Development of Project
General Contracting Enterprises and Project Management Enterprises promulgated
by Ministry of Construction and other relevant laws and regulations, for the
purpose of Jiaohe Tiangang Stone Industrial Park and Jiaohe New District Road
(Pipeline) Network BT development projects, two Parties have agreed, in
accordance with the principles of equality, willingness, fairness and integrity,
Party A will grant party B a sole right to conduct construction, and Party B
will be the sole funding and construction party for this
project,  After the project is completed and accepted, Party B will
transfer the control over and right to use the project to Party A, and Party A
will make payments according to the payment terms stipulated in this
contract.

     

    :                      Chapter 1 Authorization of BT
Project

     

    Article
1 Definitions and Explanation

    


    Project name: Jilin Jiaohe
Tiangang Stone Material Industrial Park Road and Pipeline Network Infrastructure
BT Development Projects.

    


    Project location:
Jiaohe

    


    
      	
               
      

            	
              1.1

            	
              This
      project (the “BT Project”) is divided into two parts: (1) “Renewal
      projects,” Jilin Jiaohe Tiangang Stone Material Industrial Park and
      Jiaohe New District Road and Pipeline Network. (2) Tiangang Exhibition
      Park Road (Pipe) Network Project (hereinafter called “New Project”)
      planned to commence in 2008; the project scope will be dictated
      by the actual projects both parties agree on in current
    year.

            


    

    


    
      	
               
      

            	
              1.2

            	
              The
      articles of this contract are comprised of standard clauses and special
      clauses.  Special clauses only apply to Renewal Project, and
      standard clauses not in conflict with special clauses also apply to
      Renewal Project.  All standard clauses apply to New
      Project.

            


    

    


    
      	
               
      

            	
              1.3

            	
              “Completion
      Acceptance” refers to the determination that projects covered in this
      contract pass inspection by related government
  agencies.

            


    

    


    
      	
               
      

            	
              1.4

            	
              “Details
      of Renewal Project Scope” includes: Jilin Jiaohe Tiangang Stone Material
      Industrial Park No.1, No. 2, No. 3, No. 4, No. 5 and Paolin Road, etc. and
      some of the road and pipeline network in New District.  The
      project scope will be dictated by the actual projects both parties agree
      on.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                 
      

              	
                1.5

              	
                Party
      B agreed to participate in funding and construction of the Renewal Project
      in New District and has signed a supplementary agreement with a qualified
      sub-contractor for project work in the Jiaohe New District (Pan-China
      Construction Group).

              
	 	 	 


      

    

    
      	
               
      

            	
              1.6

            	
              Party
      B shall not be obligated to provide further funding or construction on
      either the renewal project or new project after
  10/15/08.

            


    

    


    Chapter
2 Authorization of BT Project

     

    Article
2 Project Scope

    2.1  Project
Name

    Jilin
Jiaohe Tiangang Stone Material Industrial Park Road and Pipeline Network and
Infrastructure BT Development Projects.

    


    2.2 
“Details of Renewal
Project Scope”

    The scope
includes: Jilin Jiaohe Tiangang Stone Material Industrial Park No.1, No. 2, No.
3, No. 4, No. 5 and Paolin Road, etc. and some of the road and pipeline network
in New District.  The project scope will be dictated by the actual
projects both parties agree on.

    


    Article
3 Contract Price and its Composition

    
      3.1  Total contract
price:

    

    Contract
price of BT Project is approximately RMB 700 million subject to adjustment, and
will be determined by the actual settlement in the end.

    


    3.2 
Contract Price Composition

    The total
contract price is made up of several parts, such as construction costs and
construction profits, financing costs and project consultation services fees and
the relevant costs paid by Party B for Party A, etc.  The splits of
construction costs, construction profits, financing costs and consulting fees
are to be decided within the consortium of contractors that perform the
construction work.  Funding advances on behalf of Party A by Party B
shall be billed at actual costs.

    


    
      	
              3.2

            	
              The
      settlement of projects covered under this contract shall be calculated
      according to Jilin Province Municipal Project Quota (All unit pricing
      information will be taken from the price lists.  The upper limit
      should be chosen in case of a price range). Then a 10% markup as financing
      costs shall be applied to reach the final settlement
  price.

            


    

    


    
      
        	
                3.4

              	
                 During the
      construction, both parties shall sign the exclusive contracts with
      professional entities for planning, design, supervision, QC, construction
      costs audit. All fees shall be charged according to current standards
      stipulated by the State.  The details of services to be provided
      shall be decided by both Party A and Party B.  The fees shall be
      paid by Party B as part of the BT Project
costs.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              3.5

            	
              Party
      A agrees that at settlement, all fees paid by Party B on behalf of Party A
      for services, including invitation and submission of bids, design,
      supervision and quality control, will be included in the final contract
      price

            


    

    


    Article
4 Target Date for BT Project Completion

    Works on
the road and pipeline networks (including water supply and drainage pipelines),
street lamps and sidewalk, etc. for the renewal project shall all be completed
by October 15, 2008.

    


    Article
5 Quality Control Objective

    Construction
works should meet applicable State or industry quality standards.

    


    Chapter
3 Authorization of BT Project

     

    Article
6 Project Rights

    6.1 After completion and
acceptance, Party A shall have the right to use the BT Project.  Party
A shall pay amount due to Party B in accordance with the payment terms of this
contract.

    


    6.2 After payment in full by
Party A to Party B, Party B will relinquish all of its security interests in the
BT Project.

    


    Chapter
4 Project Management

     

    
      
        	
                Article 7

              	
                Assistance
      in Permitting Requirements and Completion Acceptance Procedures;
      Construction and Project Supervision
Matters

              


      

    

    7.1   Party A will
cooperate with Party B to meet permitting requirements at project commencement
and in performing completion acceptance procedures.

    


    7.2   After signing
this agreement, Party A should immediately set up a project supervision panel
comprised of personnel from City Planning, Construction, Quality Control, Audit,
Supervision Bureaus.  Also, Party A should inform Party B of this
arrangement in writing, so as to facilitate the BT Project
implementation.

    


    7.3   The panel
mentioned above will have the following responsibilities: to conduct supervision
and inspection throughout the construction process, to receive and process legal
documents submitted by Party B, and to organize and coordinate activities with
government agencies to review and approve all administrative matters in relation
to this project.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    7.4   To
ensure timely completion of the project and implement a monthly construction
progress and value reporting system, contractor will provide Monthly Work
Progress Reports and Overall Project Progress Report on 25th of each
month.  The reports will sum up the amount and value of the work
completed during the month using the method prescribed in this
Agreement.  These reports will be provided to Party A after
confirmation by construction manager. To take into account the possibility of an
overestimate in the early stages of the BT Project, both parties agree to report
the value of construction completed in the first month with a 20% discount, and
with a 5% discount in the second month.

    


    
      
        	
                Article 8

              	
                Special
      Clause (about the takeover and construction supervision of Renewal
      Project)

              


      

    

    8.1 Because Party A
organized and started the Renewal Project in 2007 and Party B was not then been
involved with this project, Party B is not fully aware of all construction
supervision, construction progress and quality matters. As a result, Party B may
not be in position to perform all responsibilities for completion of the Renewal
Project. To assist Party A, Party B agrees to be conditionally involved in the
Renewal Project and to provide the funding for its completion. To promote the
continuity and integrity of the Renewal Project, both Parties agree that Party B
may delegate certain responsibilities related to construction supervision of the
renewal project to Party A subject to the standard requirements for performance
that apply to the New Project. The oversight of construction progress, quality
and warranty matters shall be the responsibility of Party A.

    


    Chapter
5 Project Acceptance and Settlements

     

    Article
9    Change Orders

    During
construction, if a change order is needed, it must be jointly signed by the
contractor(s) that will perform the work, the construction manager, designer and
Party B, and accepted by Party A.  The contract value will be adjusted
accordingly for any construction value change due to change orders.

    


    Article 10  
 Project Acceptance
Procedure, Method and Settlement

    10.1    Party B
will submit an application for project completion acceptance prior to the
expected date of completion.  On receipt of this report, Party A and
Party B (including other consortium members) will form a joint inspection team
within 7 days.  The team will conduct inspection and acceptance
procedures.  Party A’s Quality Control Bureau will conduct inspection
to ensure compliance with quality standards.

    


    10.2    After
BT Project completion, Party A will conduct a final acceptance.  The
total construction values should be calculated based on Monthly Work Progress
reports considering any adjustments based on actual work completed. The final
value will be dictated by the audit result agreed by both
parties.  Works done in Tiangang Stone Industrial Park and Jiaohe New
District shall be accepted and settled separately.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Once the
BT Project is accepted, both parties will cooperate to transfer project
documentation from Party B to Party A and turn control over project facilities
to Party A for use.  If any part of the completed project fails to
pass the quality inspection, Party B shall be responsible for corrective works
and repair to ensure the rejected portion of the project meets quality
standards.  The warranty deposit for the rejected portion of the
project shall be deducted to the extent of the repair cost of the disqualified
portion if Party B fails to bring the rejected portion into compliance with
specifications after a second attempt.

    


    10.3   
Project Settlement Timeline and Methodology

    10.3.1
 Project Settlement Timeline

    After
project completion and acceptance, the parties will jointly engage a
construction cost consulting firm with a grade A qualification to finish
settlement within one month.

    


    10.3.2 
Principles for Settlement

    For the
BT Projects settlement, both parties agree the construction values shall be
determined according to the following principles (a) Jilin Province Municipal
Project Quota in 2006 and quotas of relevant special construction
project.  All pricing will be based on these price
lists.  The upper limit should be chosen in case of a price
range.  (b) Current price information in Jiaohe City published by
Jilin Provincial and Municipal Construction Cost Information
Network.  If a certain material price is not listed, a certificate
shall be obtained from Construction Cost Monitoring Department and Municipal
Construction Cost Information Network; (c) Construction value calculated
according to construction blueprint is the initial basis; (d) Adjustments will
be made for any change orders; (e) Party A and Party B jointly entrust a
construction cost consulting firm to calculate the settlement amount based on
blueprints and actual adjustment in construction value due to change
orders.  Whatever the settlement result is, it will not be compared
with those of other projects on a cost per square meter basis or otherwise
adjusted.  Except for the Renewal Project, all four parties will have
to sign off change orders (Party A, Party B, contractor and construction
manager).

    


    All
related professional service fees that Party B pays on behalf of Party A will be
charged in accordance with current State fee standards.  The details
are as follows:

    “Regulations
of Construction Survey and Design Fee” (Article “Ji Jiage No. 1 [2002]” issued
by National Planning Committee and Construction Bureau) “Notice about
Construction Supervision Fees” (issued by National Material Price Regulatory
Bureau and Construction Bureau on May 1st,
2007)

    


    “Jilin
Province Material Consumption Base Price List in Civil Project” (JLXDJ-SZ-2006)
“Irrigation Works Maintenance Quota”(Article No. 307 [2004] issued by the
Ministry of Water Resources and the Ministry of Treasury)


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “Jilin
Province Construction and Installation Project Cost Quota”
(JLFD-2006)

    “Jilin
Province Material Consumption Base Price List in Construction and Installation
Project”

    


    “National
Pseudo-classic Architecture and Landscape Construction Project Cost Quota”
(JYD-601-2000) “Jilin Province Pseudo-classic Architecture and Landscape
Construction Project Cost Quota”(JFD-406-2000) “Notice about the Fee Standard of
Construction Cost Consulting Service” (No. 48 [2001] Jia Jinzi)

    


    10.4.    Party
A shall withhold 5% of the total contract price for the New Project as required
by State regulations as a warranty deposit, after the total contract amount has
been audited and confirmed by both parties.  As for the New Project,
Party A shall return the full amount of warranty deposit to Party B if no
quality issue has arisen in one year after Quality Control Department issues
“Quality Certificate for Project Acceptance”. If there is a quality issue, Party
B shall promptly do corrective works and repair.  If the repair works
can pass inspection, Party A shall return the full amount of warranty
deposit.  If the repair works does not pass inspection, Party B shall
attempt to repair again.  The warranty deposit for the rejected
portion of the project shall be deducted to the extent of the repair cost of the
disqualified portion if Party B fails to bring the rejected portion into
compliance with quality standards after a second attempt.  For Renewal
Project, Party A shall be responsible for warranty matters.

    


    Chapter
6 Government Payment Obligations

     

    Article
11 Payment Terms

    
      	
              11.1

            	
              Transfer
      of Use Rights and Retention of Security
  Interests

            


    

    After
acceptance, control over the project will be transferred to Party A for
use.  Party A will pay the amount it owes for BT projects by annual
installments.  Party B will retain the security interests granted to
it in the projects to secure Party A’s obligation to make the annual
payments.  If Party A fails to meet its payment obligations in a
complete and timely manner, Party B will have the right to assert control over
the projects (such as the right to limit access or to exercise other security
interests) to protect its right to payment.  Any loss or damage
suffered by Party B or others as a result of the failure of Party A to meet its
payment obligations shall be the responsibility of Party A.

    


    
      	
              11.2

            	
              The
      term Principal refers to the unpaid amount of the contract
      price.

            


    

    


    
      	
              11.3

            	
              Party
      A could adopt the following ways (but not limited to) to make payments, to
      ensure that Party B receive full collections as early as
      possible:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1)

            	
              Pay year by year: Party
      A should pay fully in no more than eight years (including principle and
      interests) after project completion acceptance.  Party A shall
      pay principal to Party B in equal installments plus interest before
      January 10 every year.  “Principal” refers to the contract price
      both parties agreed on (which shall be reduced continuously in equal
      amounts over 8 years).  “Interest” refers to base interest rate
      of loans with same duration set up by the People’s Bank of China the next
      day after the project completion acceptance.  During the payment
      period, if the Central Bank adjusts interest rate of medium and long-term
      loans, the interest payment afterwards should be adjusted
      accordingly.

            


    

    


    
      
        	
              	
                (2) 

              	
                Make payment ahead of the
      schedule with financing receipt (which means state solely-owned
      company controlled by Party A applies for loans or other legal
      financing) If the loan is obtained after the project completion,
      Party A will make one-time payment in full to party B based on the actual
      settlement.

              


      

    

    


    
      
        	
              	
                (3) 

              	
                Assignment of receivables and
      payables to a Third Party:  Party A and Party B can
      jointly entrust a law firm to contact and introduce a third party
      investor.  The law firm shall handle all legal procedures of
      assigning receivables and payables to a Third Party.  The
      details of such an authorization including service fee shall be negotiated
      by both parties with the law
firm.

              


      

    

    


    11.4
Security for Payment

    11.4.1 Party A shall ensure that
the funds required to meet its payment obligations will be included in the
municipal fiscal budget, with an approval from Municipal Standing Committee of
NPC (Party A shall submit to Party B all documents approved by the Standing
Committee of NPC) to enable Party A to meet its payment obligations on the
agreed schedule.

    


    11.4.2 In addition, Party A shall provide
security to Party B to assure payment of the amounts due to Party
B.  The security shall include, but not necessarily be limited to, all
of the following:

    (1) The
Treasury Bureau of Party A shall issue a document to acknowledge its payment
obligation and granting Party B the right to use its receivables due to Party B
as collateral for borrowing from banks.  Party A agrees to provide all
necessary help to Party B to effect this purpose.

    


    (2) Party
A shall grant to Party B a mortgage on state-owned land and mines (or other
assets) possessed by the Land Reserve Center under the governance of Party A
with the value equivalent to the project value as guarantee after project
commencement. The mortgage shall be released in proportion to the amount of
payments made by Party A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (3) The
right to receive the revenues generated by enterprises wholly owned and
controlled by Party A.

    (4) To
provide a guarantee by a third party.

    


    
      	
              11.5

            	
              The
      legal documentation establishing the security interests described above
      shall be attached to this contract as appendices when
      available.

            


    

    


    Article
12 Tax Preferences

    12.1 Considering that the
project is executed by the consortium which consists of Party B, contractor(s),
construction manager, designer, and etc., the total contract price includes the
income of all the members in the consortium. Therefore, each member of the
consortium shall pay the taxes based on their own income respectively (namely
the business tax shall be accrued and paid using applicable tax rate in
construction industry or service industry respectively).

    


    12.2 In order to increase the
local tax revenues, Party A may adopt tax farming or other tax preference
policies to attract Party B to establish solely owned subsidiary and pay tax
locally. The detailed measures shall be negotiated and agreed by both
parties.

    


    12.3 With the understanding
that Party A may make installment payments over 8 years, with the first payment
being made in January of the year after project completion, Party A shall be
responsible for coordinating with local taxation bureau to permit Party B to pay
tax in the next year after project completion (i.e., taxes will be due when
Party B receives the installment payments).

    


    Article
13 Other issues

    13.1   Within
one week after settlement of project, Party A shall confirm with Party B the
actual payment schedule, according to Article 11 of this contract.  If
any change in Party A’s fiscal organization occurs to cause doubt about its
authority to make the required payments in a timely manner, Party A shall
identify the sources of funds for meeting is payment obligations and help
prepare a supplementary agreement to ensure such payment will be made to Party
B.

    


    13.2   If Party
A is late in payments for 15 days or more, a penalty will be applied to the
outstanding balance due (including principal and interest) at 0.021% daily
interest rate.

    


    Chapter
7 Rights and Responsibilities

     

    Article
14 Party A’s Rights and Obligations

    14.1 Party A shall obtain all
the governmental acknowledgements, approvals, authorizations, tax preferences
and investment incentives necessary for project implementation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.2 Party A will assist Party
B to obtain any financing it requires during BT project
construction;

    


    14.3 Party A can make final
decisions on planning, design and overall development plan;

    


    14.4 Party A shall be
responsible for quality management of projects under construction, Party A shall
determine the construction manager with Party B and monitor the construction
process. Party A shall confirm, monitor and instruct on project scope, design,
construction progress, construction quality, and shall be able to take relevant
measures to solve any problems that arise in specifications, scope of projects, construction
quality, and construction progress during project development according to
relevant laws, regulations and industry standards;

    


    14.5  Party A shall
provide documents related to the projects to help Party B obtain construction
permits from related government agencies,;

    


    14.6 Party A is responsible
for preparation for construction, including access to water supply, electricity
and site grading.

    


    14.7 Party A shall support and
cooperate with Party B in project construction, check and supervise the design,
construction, and maintenance related to the projects.

    


    Article
15 Party B’s Rights and Obligations

    15.1 Party B shall assist
Party A to complete overall design, and PartyB shall construct the project
according to the planning and design accepted by Party A;

    


    15.2 Party B can make its own
decisions on the source of financing, construction methods and project
management related to New Project;

    


    15.3 Party B shall take full
responsibility for funding and construction of BT Projects to ensure the
construction quality meets the standards agreed in this agreement;

    


    15.4 Party B shall implement
the development of projects under this contract according to relevant
regulations.  After completion and acceptance, Party B is entitled to
the receipt of payments provided for in this agreement plus any incentive awards
agreed upon between the parties.

    


    15.5 During the development of
the project, Party B shall accept the supervision and guidance from Party
A.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    15.6 Both parties agree that
for the Renewal Project Party A will continue to monitor the construction
quality and organize project completion acceptance and settlement.  As
for the New Project, Party B should submit an application for project completion
acceptance of each single project before completion of the single project
occurs.  Within 7 days of receipt of this report, Party A will form a
joint inspection team with Party B (including other consortium members) to
prepare to conduct completion acceptance procedures.  Party A and
Party B will proceed with transfer of control over the project after it passes
inspection by Quality Control Department.

    


    Article
16    Special Clause

    
      	
              16.1

            	
              The
      rights and obligation of Party B related to construction stated in this
      chapter do not apply to Renewal
Project.

            


    

    


    
      	
              16.2

            	
              As
      for Renewal Project, Party A shall have the rights and obligations related
      to construction as delegated by Party B in accordance with Clause
      8.

            


    

    


    Chapter
8 Transfer of Control over BT Project

     

    Article
17 Transfer of BT Project

    17.1

    Party B
shall retain its security interests until it has been paid in full under this
agreement.

    17.2.    After
completion and acceptance, Party B shall transfer control over and the right to
use the project to Party A.  After payment in full by Party A to Party
B, Party B will relinquish all of the security interests granted to it to assure
payment by Party A.

    


    Chapter
9 Contract Modification and Termination

    


    Article 18  During the
term of this Agreement, changes in legal structure or ownership Party A or Party
B shall not have any impact on the rights, obligations and responsibilities
under this Agreement (and supplementary agreement).  If any changes in
legal structure or ownership of Party A or Party B occur, Party A or Party B’s
successor shall continue to honor this Agreement.

    


    Article 19   Upon
effectiveness of this Agreement, it shall have legal enforceability. This
Agreement shall not be modified or terminated by any party unless both parties
unanimously agree upon written supplementary agreement or other document
regarding the modification or termination.  If there are any changes
in laws, regulations, and relevant policies applied to this Agreement, both
parties shall negotiate the modification accordingly.

    


    Article 20   If the
project governed by this Agreement is affected with by a force majeure, such as
significant natural disasters, wars and etc. and other unexpected accidents
recognized by both parties, the original construction plan shall be revised or
amended.  In such case, both parties shall make revision or amendment
according to the actual situation.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article 21 If either Party A
or Party B elects to transfer part of all of its rights and obligations under
this contract to a Third Party, it should obtain the written agreement of the
other party to this contract before doing so.

    


    Chapter
10 Remedy for Contract Breach

     

    Article 22 In case Party B
does not perform construction according to specification provided by Party A,
Party B shall conduct remedy works following Party A’s
suggestions.  Party B shall bear all the costs incurred as a
result.

    


    Article 23 Party A shall
provide the security for payment stated in Article 11.  To protect
Party B’s interest, Party A agrees to conduct settlements according to this
contract on the completed portion of construction works, in the event of
contract termination prior to final completion and acceptance.

    


    Chapter
11 Settlement of Disputes

     

    Any
dispute arising out of this Agreement shall be resolved by both Parties through
mutual negotiation or mediation. In the event no settlement can be reached
through consultations or mediation, legal action shall be initiated in the
people’s court at the place where this Agreement is signed or
executed.

    


    Chapter
12 Contract Effectiveness

     

    Date of
Agreement:  July 23, 2008

     

    Location
of Signing:  Jiaohe City, Jilin Province

     

    1. This Agreement shall be
effective on the latest date of signing and stamp by both
parties.   [NOTE:  Stamp Date is August 28,
2008]

     

    2. Any supplementary agreement
related to the Project shall have the same legal force effect as this
Agreement.