Construction Management Agreement

EXHIBIT 10.2


CONSTRUCTION MANAGEMENT AGREEMENT


Part 1. Construction Management Agreement


This Construction Management Agreement (this "Agreement") is entered into between Beijing Dahua Real Estate Development, Ltd. (the "Principal") and Aocheng Construction Management Ltd. ("Agent")


1. The Principle hereby engage the Agent to oversee the management of the construction project (the "Project") as described below:


Name of Project: Seven items in Dahua Garden Model A housing units Project Location: North Qijia Township, Changping District Project Scope: 23,188 square meters of construction area Total investment: RMB 18,548,000 yuan


2. All defined terms herein shall have the same meaning as those in Part 2. Standard Conditions.


3. The following documents are part of this Agreement:


1) Bidding and award documents for the management services;


2) The Standard Conditions of this Agreement;


3) The Special Conditions of this Agreement;


4) All supplements and amendments to this Agreement executed by the parties during the performance of this Agreement.


4. The Agent hereby undertakes that, pursuant to the terms and conditions of this Agreement, it will provide the management services set forth in the Special Conditions of this Agreement.


5. The Principal hereby undertakes that it will compensate the Agent for its management services on a timely basis in the manner and currency as specified in this Agreement.


This Agreement shall take effect on October 15, 2003, the performance of which shall be completer by June 20, 2004.


This Agreement shall be executed in four (4) counterparts, each of which shall have the same force and effect. Each party shall hold one (1) copy.


Beijing Dahua Real Estate Development, Ltd. (Principal): (Corporate Seal)


By: /s/ Yonglin Du - --------------------- Yonglin Du, President


Aocheng Construction Management Ltd. (Agent): (Corporate Seal)


/s/ Wenjun Wang - ------------------------- Wenjun Wang, President


This Agreement is executed on September 24, 2003.


Part 2. Standard Conditions


Definitions, Scope, Laws and Regulations


1. Unless otherwise defined underunder, the following terms shall have the meaning below:


1) "Project" shall mean the project to be managed by the Agent as
entrusted by the Principal.


2) "Principal" shall mean the party that made the direct investment
and entrusted the management services, including its legal
successors and assigns.


3) "Agent" shall mean the party responsible for the management of
the Project, including its legal successors and assigns.


4) "Management Office" shall mean the organization dispatched to
the site to manage the Project.


5) "Chief Management Engineer" shall mean the person dispatched to
the Management Office by the Agent and approved by the Principal
with full authority to perform this Agreement.


6) "Contractor" shall mean the party other than the Agent that enter
into contract(s) with the Principal in connection with the
construction of the Project.


7) "Agent's Normal Work" shall mean the management work specified
in the Special Conditions and entrust to the Agent by the
Principal.


8) "Agent's Additional Work" shall mean (i) the additional work
beyond the scope as entrusted, which is agreed upon by the parties
in writing; (ii) the additional work or time resulting from by
stoppage or delay caused by the Principal or Contractor.


9) "Agent's Extra Work" means the extra work in addition to normal
work and Agent's Additional Work, the work to be completed by
the Agent pursuant to Section 38, and the remaining work or
restoration work after the termination of Agent's work for
reasons unrelated to Agent's fault.


10) "Day" means the time period from 0:00 hour to 0:00 hour of the
following day.


11) "Month" means the time period from any given day of a month to
the date which is one day prior to the corresponding day of the
following month.


2. This Construction Management Agreement shall be governed by the national laws and administrative law rules, as well as departmental and local rules and regulations as specified in the Special Conditions hereunder.


3. This Agreement shall be written, construed and interpreted in Chinese. In the event two or more languages are used in the Special Conditions, Chinese shall prevail in the construction and interpretation of this Agreement.


4. Agent shall establish a management office and appoint its staff pursuant to this Agreement. Agent shall submit to the Principal the names of the Chief management Engineer and key members of the management office, management plan, the scope of the management work. During the performance of the management services, Agent shall report to the Principal periodically pursuant to this Agreement.


5. During the performance of this Agreement, Agent shall work diligently and industriously, and provide Principal with advice commensurate with its expertise, and protect the legal rights of the parties.


6. The facilities and instruments provided to the Agent by the Principal belong to the Principal. Upon completion or termination of the management services, Agent shall return such facilities and instruments to the Principal in the manner and at the time as provided under this Agreement.


7. During and after the termination of this Agreement, no party shall disclose the confidential information relating to the Project and this Agreement without the consent of the other party.


Principal's Obligations


8. Prior to the commencement of the management services, Principal shall make advance payment to the Agent.


9. Principal shall be responsible for the coordination of external relations of the Project to provide external conditions for the management work. If such coordination is to be undertaken by the Agent in whole of in part when needed, the coordination work to be entrusted to the Agent must be specified in the Special Conditions and compensated accordingly.


10. Principal shall provide Agent with all engineering documentation needed for the management work free of charge within the time frame as specified herein.


11. Principal shall notify Agent of its decisions in writing at the written request of the Agent with the time frame specified in the Special Conditions of this Agreement.


12. Principal shall appoint an on-site representative who is familiar with the Project and able to make timely decisions as liaison with Agent. Principal shall give Agent advance notice when it changes the representative.


13. Principal shall give Agent management authority, notify chosen contractors of the responsibilities of the key management personnel of Agent, and make specific provisions of such matters in Principal's contracts with third parties.


14. Principal shall provide Agent with the following materials on a timely basis so as not to interfere with Agent's performance of the management work.


1) List of suppliers of raw ma ...