Sales and Purchase Contract

Exhibit 10.5

Sales and Purchase Contract

Ref. No: HT-2005-12001

Date: 8^th December, 2005

Venue : Shenyang, PRC  

This contract is signed between:

Party A		: Shenyang Yunfeng Real Estate Development Co. Ltd.
		(hereinafter called Party A)
Address		: 00, Xxxxx Xxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxxxx
Legal Representative : JIANG Peng

Party B		: Shenyang Maryland International Industry Co. Ltd.
		(hereinafter called Party B)
Address		: 00, Xxxxxx Xxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx
Legal Representative : JIANG Fang

1. Background of Transaction

Shenyang Xinchao Development Co. Ltd is a Sino-Foreign joint venture corporation with a registered initial capital of RMB100 million. The purpose of the formation of the company is the development of a “Xita Project”, a real estate development project. Party A is a majority shareholder of this company with 70% share equity, i.e., RMB70 million. Party A shall now transfer this share equity to Party B. After the transfer of such share equity,

Party B shall become the Chinese Partner of Shenyang Xinchao Development Co. Ltd. This contract is hereby signed between both Parties with a fair justification.

2. Price of Transaction

Both Parties agreed that the price of the transaction is determined according to the valuation of the “Xita Project” wholly owned by Shenyang Xinchao Development Co. Ltd. Both Parties shall appoint a valuation consultant to value the “Xita Project”. The transaction price is, therefore, a 70% x 90% of the valuation.

3. Issue of the Valuation Report

The valuation report should be issued on or before 30^th April, 2006.

4. Terms of Payment

a) After the transaction of the share equity, Party B becomes the Chinese Partner of Shenyang Xinchao Development Co. Ltd, holding 70% share equity. Therefore, a RMB70 million equity capital should be paid. A payment of XXX 00 million in cash, which was invested by Party A before, shall be paid by Party B to compensate Party A within two months after the equity transaction. The remaining XXX 00 xxxxxxx xxxxx xx paid according to the “Shenyang Xinchao Development Co. Ltd. Contract” and “the Memorandum of Shenyang Xinchao Development Co. Ltd.”.

b) The excess value between the agreed transaction price (valuation x

70% x 90%) and XXX 00 xxxxxxx xxxxx xx paid by Party B in the form of common stocks of “GCIH”. The amount of the common stocks is determined by the average stock price within 3 months before 30^th April, 2006. The amount of common stocks shall be transferred to Party A on or before 30^th July, 2006. The total value of the shares issued will not exceed the amount of RMB20 million, The payment in excess of XXX 00 xxxxxxx xxxxx not be made by Party B to Party A.

5. Force Majeure

Should any term of this contract is not performed by either Party owing to “Force Majeure” such as fire, flooding, earthquake, etc., both Parties shall negotiate, and hence, may delay the execution of the contract.

6. Arbitration

All disputes arising from the performance of, or relating to this Contract, shall be settled amicably through negotiation. In case no settlement can be reached through negotiation, the case shall then be submitted to the People’s Court of China for arbitration in accordance with its arbitration laws.

7. Others

Additional terms of this Contract shall be agreed upon by both Parties through negotiations. This contract is written in both Chinese and English. Both language versions are equally legitimate. This Contract is written in four originals; each Party holds two.

Signed by Party A, Shenyang Yunfeng Real Estate Development Co. Ltd.:

Representative: JIANG Peng (authorized signature)

Signed by Party B, Shenyang Maryland International Industry Co. Ltd.:

Representative: JIANG Fang (authorized signature)