Exhibit
10.2
 Contract
of No #1 Mining Right Transfer
 Serial
number of the contract: Laizhou Territorial Resources
recover(2003),no.005
 Transferor:
Laizhou Territorial Resources Bureau
 Transferee
: Laizhou Jiasheng Dimension Stone, Co. Ltd.
 The
contract sign spot: Laizhou Territorial Resources Bureau
 Signing
time: Nov, 20th
2003
 Shandong
industry and commerce administrative bureau
 Under the
supervision of Shandong
Territorial Resources Bureau
 
 The
Contrast for Mining Right Transfer
 Article
1. the two parties
 Transferor:
Laizhou Territorial Resources Bureau
 Transferee
: Laizhou Jiasheng Dimension Stone, Co. Ltd
 Article
2.
 According
to the <<Ore Resources Law of People’s Republic of China>>and
<<Contract Law of People’s Republic of China>>and some related laws
and regulations, this agreement is reached on the basis of consensus of both
parties.
 The items
reached in this contract is actually the fact that the territorial bureau on
behalf of the country to transfer the mining right.
 Article
3.
 Pursuant to the <<Ore
Resources Law of People’s Republic of China>>, transferor sells the mining
right of Laizhou Shangjiashan diggings 1# of building stone (granite), (in the
following part, it will be abbreviated mining right) to transferee in the form
of hanging out shingle assignment.
 Article
4.
 The
diggings sold to the transferee lies 14 kilometers far from southeast of
Laizhou, whose total area covers 0.017 square kilometers with from +390m to
+328m depth of mining under the govern of Zhacun town , and its boundary is
marked by four fiducial marks. (the detail in attachment 1)
 
 Attachment
1.
 Serial
      number of fiducial marks
              CoordinateX
              Y(1)
              4103630
              40503746(2)
              4103630
              40503906(3)
              4103524
              40503830(4)
              4103524
              40503670Mining
      depth
              From
      +390m to +328m
 Note:
producing position should be indicated for coal enterprise.
  
  Article
5. The transferee takes over the mining right with the cost of capitalized RMB
250000 YUAN, (the ordinary form of a Chinese numeral: 250 thousand
Yuan).
 Article
6. fees for assignment is agreed to be paid at twice.
 The first
time, the transferee pay capitalized RMB 83500 YUAN (the ordinary form of a
Chinese numeral:83.5 thousand Yuan). for the mining right of diggings B as of
the date of contract taking effect.(computational
formula: the price for diggings B mining right=final price×diggings B mine
quantity 114.2 thousand cubic meters/total mine quantity 521.6 thousand cubic
meters). Pay with cash.
 Fees for
assignment is agreed to be paid before 31st,
May,2008 or within 6 months after the completion of exploration of diggings B.
The accurate amount of money will be evaluated on the diggings A by authorized
mining evaluation agency in due course.
 Article
7.
 If
transferee pays for the transferor by bank transfer, it be subject to the date
when the money reaches the bank account.
 Article
8.
 Within
ten days when the transferee pays the total amounts of assignment fee or the
first time assignment fee with regards of the contract, it is legal and
reasonable for the transferee to consult about the relevant information and get
certain materials with this mining right transfer contract and pay
order.
 Article
9.
 The
relevant materials which should be given to the transferee by the transferor can
be found in attachment 2.
 Article
10.
 On
getting the materials listed on the attachment 2, transferee can apply for the
territorial resources administrative office to authorize the mining
area.
 Article
11.
 The
transferee is allowed to manage the Mine construction project determination and
establishment within the advanced dating and legally marked mining area. Besides
the relevant ore resources exploration and utilization plan, the report on
impact on environment, comment report of mine geology on environment are worked
out by conforming to the law. After approval, the application from the
territorial bureau can be carried out and register.
 Article
12.
 The
transferor will give away the transferee the mining license within the
prescribed time.
 Attachment
2
 Serial
      number
              
              Material
              copies
              remark1
              
              Material
      on geologic general investigation
              12
              
              Chart
      for mining area
              4
 
  
  Article
13.
 The
transferee pays the first time assignment fee in terms of law and gets the
mining license. After turning legal person for mining, the exploration on
diggings B can be carried out. It is not allowed for the transferee to explore
diggings A, not to mention transfer the mining right to others before paying the
second time assignment fee.
 Article
14.
 The
mining exploration activities should be carried out within the boundary of laws
and regulations, and go mining in terms of the approved exploration and
utilization plan under the supervision of the territorial resources
administrative bureau.
 Article
15.
 The
transferee should pay the ore resources compensation, resource tax, etc in terms
of laws and regulations during the mining exploration process.
 Article
16.
 The
mining right won’t expire within five years. If the diggings B is explored
completely within five years, the mining right under the contract terminates
till the day of completing the exploration of diggings B.
 Article
17.
 The day
when the contract expires, the mining contract is no longer valid and the
transferor will take away the mining right unconditionally.
 Article
18.
 Liabilities
for breach of contract
 Transferee
ought to pay assignment fee for mining right pursuant to the agreements of the
contract. If fees for assignment are not paid on time, the fine for delayed
payment will be calculated by 0.2% of the paying accounts. If the payment delays
by six months, the transferor has the right to cancel the contract and take away
the mining right and not pay back the down payment. At the same time, the
transferee bears all the losses due to the breach of contract. If the
transferor does not give away the transferee mining license or delay it by 6
months so as to affect transferee’s mining right, the transferee has the right
to require the transferor to carry out or cancel the contract. Should the
contract be cancelled, the transferor ought to refund the assignment fee and
compensates the double amount of down payment and bears the direct economic
loss. If the
transferee does not pay the second time payment, that is the exploration of
diggings A or transferring the mining right, the transferor should pay fine for
breach of the contract. The total amounts of fine comes to capitalized RMB
200000 (the ordinary form of a Chinese numeral:200 thousand Yuan).
 Article
19.
 Force
majeure
 If the
contract is blocked by the force majeure, one party should report to another
party about the conditions and situation in written form within ten days after
the ending of the force majeure. (holidays postponed). Should
the two parties of contract can not carry out the contract or part of it due to
force majeure, no one is to blame. Anyway, both parties should take necessary
measures to eliminate the loss. During
the postponed period, it is subject to the party in breach who bears all the
losses.
  
  Article
20.
 When the
party concerned changes his name, address, deposit bank and account number or
other important items, he should send the cause for changes and what the changes
bring to another party concerned in the written form within 15 days. If the
party who changes causes damage to another party due to delayed notice, the
changed party should bear full responsibility for all the consequences arise
therefrom.
 Article
21
 If any
dispute during the operation of the contract, the two parties should try to
reach agreements on the basis of consultancy. If the agreement fails to reach,
resort to the 2nd items
in this article.
 1. refer to
the Arbitration Commission
 2. institute
legal proceedings in people’s court in terms of law.
 Article
22.
 The
contract takes effect from the day when it is signed and stamped.
 Article
23.
 This
contract is in quadruplicate, two copies for each party.
 Article
24.
 This
contracts amount to five pages with attachment, and subject to Chinese
version.
 Article
25.
 The
number concerned in this contract should be recorded in capitalized numerals and
the ordinary form of Chinese numeral. If any disagreement, subject to the
capitalized numerals.
 Article
26.
 The
matters not related in this contract will be supplemented in the form of
attachment after discussion and consultancy. The attachment has equal legal
power as this contract.
 
 
 Transferor:
Laizhou Territorial Resources Bureau (Stamp)
 Address :
No.28, Jianxin East Street, Laizhou City
 Legal
representative:
 
 authorized
proxy(signature)
 phone:2211185
 fax
number: 2237415
 deposit
account:
 accounting
number:
 postal
code:261400
 
 
 Transferee:(Stamp)
Laizhou Jiasheng Dimension Stone, Co, Ltd
 Address :
Zhacun town, Laizhou
 Legal
representative:
 
 authorized
proxy(signature)
 phone:
 fax
number :
 deposit
bank
 accounting
number
 postal
code
 
 
 signing
time:20th,Nov,2003