Construction Agreement

Exhibit 10.10

Construction Agreement

Parties

A: Fujian Travel Development Company

B: Fujian Yongtai Construction Company Xxxxxx Xxxxxx

Article 1. Construction Overview

1.   Construction Object: Zhuangyuan Rock Resort

2.   Construction Location: Taining County Dajin Lake Zhuangyuan Rock Resort

3.   Projected Construction Period: 180 days

4.   Quality Requirement: Excellence

Article II. Expense

Projected cost is 82,570,000.00 RMB.

Article III. A Party’s Responsibility

A.   A delegates the construction work to B. B has the sole authority to operate the construction, allocate human resource, and purchase and use materials.

B.   During the construction time, A should do all its best to provide help and support to B.

C.   A should offer technical support to B, providing all technical documents and forms, and assisting B in dealing with documentation.

Article IV. B Party’s Responsibility

A.   Organization:

Once B starts the construction work, B is responsible for hiring all personnel necessary for the construction, safety and quality inspection, and audition. B is responsible for all the expense accrued in the process.

B.   Law & Regulation:

B is responsible to comply with the national standard, national regulation and industry regulation. B shall observe the construction blueprint that is agreed upon by both A and B. B is solely responsible, both economically and legally, for all the damages caused by B’s violation of the law and regulation, breach of contracts, safety accidents, quality accident, and economic loss.

C.   Management:

B shall comply with construction and management regulation, observe A party’s leadership, accept A’s technical and construction examination/scrutiny, and accept A’s management in construction safety.

D.   Assignment :

B shall not assign the whole construction project to a 3rd-party. B takes the whole responsibility for inspecting subcontractors’ construction quality and safety. B is responsible for all the safety and quality accidents in the construction process.

E.   Construction:

During the construction, B shall strictly observe the construction blueprint approved by A, carrying on the construction in accordance with the project budgets. Construction technique and skill shall be in compliance with the national requirements. Should there be any quality accidents arising from B’s unqualified performance, B takes the whole responsibility.

F.   Certificate:

During the construction, B should appoint special personnel to be in charge of the project.  All the technicians shall hold all the professional certificates and/or work certificates in the corresponding industries. Otherwise, B is responsible for all the violations.

G.   On-site Operation:

B should deploy special personnel to be in charge with the on-site operation management. If for any reason the special personnel shall leave the site, the absence shall not exceed 15% of the whole construction period. The on-site time shall be at least 85% of the construction period.

H.   Blueprint:

B must construct according to the blueprint approved by A. If for any reason the blueprint needs to be modified, B shall draw modified blueprints to reflect the changes in the construction. After the coverage project is completed, B must immediately draw project completion blueprint. All the modified and project completion blueprints shall be well preserved and filed.

I.   Materials:

All the materials that B purchases shall be in compliance with the quality standard [all materials shall have quality certificates], brands, and technical requirements prescribed by the blueprints. All materials should be stored in warehouses with special personnel on charge.  All inflammable materials shall be preserved separately. B is responsible for all the loss due to unqualified materials and storage.

J.   Construction period:

B must complete the construction in according to the prescribed construction period. Lack of contraction workers or insufficient cash flow and material supply are not reasons for delaying the completion. Should there be any delay, B is responsible for damages at 000 XXX per day.

K.   Changes:

B must observe the construction blueprint approved by A. If the blueprint is incomplete and with errors, which prevents B from continuing the construction, B should report to A. Should there be any changes in the construction, modified construction blueprints must be approved by A. If the blueprint is in good condition, and B changes the construction without A’s approval, B is responsible for all the consequences.

L.   Inspection:

During the construction, B must comply with the national standards with respect to coverage project, work procedure, allocation, design agency inspection, construction agency inspection, construction quality agency inspection, and documentation. If B continues the next stage of construction without obtaining the approved inspection for the completed construction, B is responsible for all the consequences.

M.   Liquidation:

After the completion, but before the project is turned over to A, B must obtain the authorized signature from A. B is responsible for all the possible consequences.

N.   Materials:

During the construction, B must collect and preserve all the original documents, such as the construct start report, site entry notice, weather records, construction logistics, correspondences, meeting minutes, negotiation schedules, memos, construct change reports, coverage project inspection report, staged-project inspection report, project quality certificate, project photos, completion blueprint, and completion inspection certificate, etc.

O.   Payment

Construction fees will be paid in accordance with the construction progress.

P.   Closing:

After the construction is completed and inspected, B must comply project closing documents.

Q.   Tax:

B is responsible for collecting the income tax from all the management officers and construction workers, and for turning over the money to relevant tax agency[ies] in accordance with the national requirement. If B fails to meet the requirement, B shall pay for the deficiency in according with the tax law.

R.   Risk:

B shall take measures to avoid all the potential political, policy, economic, technical, business and public relationship, and management risks. B is solely responsible for all the loss caused by the risks.

S.   Protection:

B shall take measures to protect the raw, finished, and half-finished construction materials. The measures include, not exclusively, security guard service, coverage, wrapping, and separation to avoid the damages caused by natural and human reasons.

T.   Safety:

With regard to construction safety, security and lighting, B shall comply with national requirements and local standards prescribed by relevant local administrations.  B is responsible for all the expenses accrued in carrying on the safety work [such as hiring security guards] and providing necessary facilities [such as rails, safety webs, and direction signs].

U.   Procedure:

B is responsible for complying with construction site transportation, environment, and noise control regulations, and for acquiring transportation special passes if necessary.

V.   Plan:

B shall provide construction plans, reports, and completion time: (1) 7 days before the construction, B shall provide reports on the construction organization design and overall design; (2) after starting the construction, B shall on every Monday provide A one project statistics report reflecting the previous week construction and one project progress report reflecting the following week.

W.   Disputes:

B shall take all measures to avoid any kind of disputes in carrying on the construction. B is responsible to solve the disputes related to B.

X.   Damages:

B shall pay for all the damages or penalty fines caused by B’s negligence in carrying on the construction.

Y.   Withdrawal :

If there is any reason that prevents B from continuing the construction, which can only be solved by B’s withdrawal, and if B withdraws voluntarily, B shall cover the  construction site, and provide a written report on the construction progress, which shall be approved by A’s authorized signature before B can finally withdraw. If, however, the withdrawal is due to B’s lack of site management, low work quality, and construction delay, B is responsible for all the loss.

Z.   Good Faith:

During the construction, B must comply with the requirements of relevant local governments to carry on the construction with good faith. B is responsible for all the relevant expense.

AA.   Breach of contract:

During the construction period, both parties, A & B, shall comply with all the clauses in this agreement. The non-breaching party can collect penalty fines from the breaching party.

BB.   Arbitration:

Any disputes between the parties shall first be negotiated with good faith. For all the disputes that cannot be solved by negotiation, the parties agree with arbitration in the Taining County People’s Court. This contract has two copies, with one copy to each party. All the issues that are not within this agreement will be solved by the parties through negotiation.

The agreement was signed by both parties on Jan. 8, 2008.