Exhibit 10.1
(English Translation)
DESIGN CONTRACT
Wuhu Tour City Theme Park
Party A: Wuhu City Huaqiang Tour City Development Co., Ltd.
Party B: Shenzhen Digitainment Co., Ltd.
1. General
Party A has the intention to build a comprehensive theme park complex in
the City of Wuhu. In view of Party B's relative strong strength in the area
of theme park planning and design, through friendly negotiation between the
two parties, Party A hereby appoints Party B to handle the overall project
design for Wuhu Theme Park.
2. Contents Of The Design, Specification And Deliverables
2.1 The major contents of the design to be handled by Party B should include:
the design for Wuhu Tour City Theme Park and its surrounding tourist
attractions.
2.2 Details of the design responsible by Party B include:
Design works related to Wuhu Tour City Theme Park:
(1) detailed layout and design for the first phase of Tour City Theme
Park; and a draft layout plan for second phase;
(2) the overall layout of the Tour City Theme Park and the design for each
zone;
(3) the form and shape of each building and structure within the theme
park;
(4) the design for each attractions and items in the theme park;
(5) to arrange the integration of all facilities in the theme park;
(6) the design of ordinary gardening and landscape in the theme park;
(7) to provide information related to the construction and architectural
design;
Design works related to the surrounding areas of the theme park:
The design related to the surrounding areas of the theme park mainly
comprises of Tour City Theme Park Square, City Walk and Fisherman Wharf.
Party B should be responsible for the conceptual design, architectural and
shape design, surrounding landscape design and creativity design for the
aforesaid attractions.
In addition, in order to harmonize the surrounding area outside the theme
park for tourist reception, Party B is requested to provide the
corresponding design for car park and the associated passage.
2.3 Requirement for submission of Party B's design
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1) All of the design done by Party B should be presented in drawings or
in writing. The design should be complete with details suitable for
the theme park construction requirement;
2) Party B is to provide Party A with 3D presentation for introduction of
the project;
3) When the project is put into construction, Party B should give full
guidance to the items designed by Party B, so as to facilitate the
construction works;
4) If Party A, due to the change of venue conditions, requests amendment
or changes to the project, which in turn leads to design changes,
subject to the volume of design works involved, Party A and Party B
should re-negotiate the additional fees related to the variation
works;
5) Party B should invest sufficient resources to ensure that all of the
items as required by this Contract should be completed and accepted by
Party A on or before December 15, 2005.
3. Design Fee And Payment
3.1 Both parties agreed that the design fee should be RMB 11 million (Renminbi
Eleven Million Only).
3.2 Payment method:
1) Party A should, within 5 days after the signing of this Contract, pay
to Party B a 30% of the total design fee, i.e. RMB 3.3 million
(Renminbi Three Million Three Hundred Thousand Only).
2) Upon completion of preliminary design and verification before October
20, 2005, Party A should pay to Party B another 30% of the total
design fee, i.e. RMB 3.3 million (Renminbi Three Million Three Hundred
Thousand Only). Party B shall submit the initial standard of design,
whereas the framework of design and the basis of verification should
be agreed and approved by both parties. The verification process
should be conducted and confirmed by both parties. Should there be any
unreasonable withheld or delay caused by Party A, the design is deemed
to have verified and accepted when Party A fails to perform the
verification 20 days after Party B's submission.
3) Upon completion of detailed design before November 30, 2005, Party A
should pay to Party B a further 30% of the total design fee, i.e. RMB
3.3 million (Renminbi Three Million Three Hundred Thousand Only).
4) Upon submission of all detailed design and drawings before December
15, 2005, Party A should pay to Party B the remaining 10% of the total
design fee, i.e. RMB 1.1 million (Renminbi One Million One Hundred
Thousand Only).
4. Default Responsibility And Termination Of Contract
4.1 Party A should be responsible for actual losses incurred by Party B if
Party A, due to reason not caused by Party B, terminates the Contract prior
to its completion.
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4.2 If Party A fails to make payment in accordance with the terms as stipulated
in this Contract, Party A should pay to Party B, on a daily basis, late
payment penalty of 0.03% on the amount due. Whereas if Party B fails to
deliver the design at the specified date as agreed in this Contract, Party
B should pay to Party A, on a daily basis, late payment penalty of 0.03% on
the payable amount.
4.3 In case Party A fails to provide Party B the necessary assistance and
preparation to complete the design works within the timeframe and
requirement as lay down in this Contract, Party B has the right to
terminate this Contract. Should Party B make no request for Contract
termination, both parties should settle through negotiation.
5. Dispute And Settlement
5.1 During the process of Contract implementation, any disputes should be
resolved through practical and friendly discussion. When both parties
consider necessary, a supplementary Contract should be signed, which should
form an integral part of this Contract. If the dispute cannot be resolved
within 60 days through negotiation, it should be resolved through legal
procedures.
5.2 Both parties agreed that the Shenzhen City Middle Level Peoples' Court
should be the judicial court for any dispute with regard to this Contract.
6. Intellectual Property Right And Others
6.1 The intellectual property right in relation to the design under this
Contract should belong to Party A. Party B should keep confidential of such
right.
6.2 Party B should have the right to name as the designer. With the permission
of Party A, Party B could use the research results of this project. Party B
has a significant amount of know-how in the area of theme park planning and
design and may develop additional know-how in connection with this
Contract. Nothing in this Contract shall limit Party B's use of such
know-how.
6.3 Any party fail to perform under this Contract to the extent that the
failure is caused by force majeure, the terms of this Contract should be
extended. Force majeure refers to those unforeseeable events at the time of
entering this Contract, such as fire, hurricanes, earthquakes, war etc.
6.4 This Contract is signed with four originals and each party should hold two
originals, which are with the same legal effect.
Party A: Party B:
Wuhu City Huaqiang Tour City Shenzhen Digitainment Co., Ltd.
Development Co., Ltd.
Representative: //Signed// Representative: //Signed//
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Date: October 10, 2005 Date: October 10, 2005
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