Party A: TAICANG GUOTAI REAL ESTATE DEVELOPMENT CO.,LTD, which will be called Party A hereinafter.

Party B: Tang Yan, which will be called Party B hereinafter.

According to the Provisional Regulations of Remising and Transfer of Use Rights of  Urban State-owned Land of the PRC, the parties have the following consensuses about transfer of use rights for land:

1) Party A agrees to transfer the use rights of land with an area of 557.5 square meters and located in west of South Taiping Road as well as north of Xinliu River, Chengxiang Town, Taicang County-level city, including all of the rights and obligations stipulated

by the Remising Contract of Taicang Land, Article 93, No.16. After the transfer of use rights of land, Party B must use and manage the land according to regulations and requirements of this transfer contract and the original remising contract, and must be responsible for violation of these stipulations.

2) The time of transfer is 64 years, from 7th April 1999 to 6th April 2063.

3) The unit price is Three Hundred Yuan, and the total price is RMB One Hundred and Sixty-seven Thousand Two Hundred and Fifty Yuan. Since the effective date of this contract, all the money of land transfer must be paid within 30 days. If an installment is needed, the following payment mode must be followed:

Phase one:    %, the total price is RMB      Yuan, which must be paid before

         .

Phase two:   %, the total price is RMB      Yuan, which must be paid before

         .

Phase three:   %, the total price is RMB      Yuan, which must be paid before

         .

If the money is not paid on time, Party A has rights to terminate the contract, to regain the use rights of land as well as the building on it and the appendant on the ground, and to ask Party B to pay penalty which is 10% of the total price of land transfer.

4) After signatures of this contract, Party A should help Party B to handle the change registration of land use rights, to change the certificate of land use rights. All of fees resulted from this should be paid by Party B.

5) This transfer contract is signed in five copies, and Party A and Party B will get two of them separately, and the verification unit will get one.