Unassociated Document


    Management
      Entrustment Agreement

    


    This
      Agreement is made and entered into on December 3,
      2007 in
      Yiyang City, Jiangxi Province ,China, by and between the following
      parties:

    


    Party
      A:Jiangxi
      Yiyang Fuda Copper Co., Ltd.

    Registered
      business address: Gejiaba, Huating Town, Yiyang County

    


    Party
      B:
Jiangxi
      Morgan Star Copper Technology Co., Ltd.

    Registered
      business address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County,
      Jiangxi Province.

    


    WHEREAS:

    


    1.
      Party
      A is a joint stock limited company registered in Yiyang, Jiangxi Province,
      and
      legally existing to date. The number of its business license is 3623262000077.

    2.
      Party
      B is a foreign investment enterprise incorporated and registered in Shangrao
      City,
      Jiangxi Province, People’s Republic of China, and legally existing to date. The
      number of its business license is 361100510000102.

    3.
      In
      order to let Party B have actual control of Party A and realize the
      consolidation of financial statements, Party A intends to irrevocably entrust
      to
      Party B for its management the right of operation management of Party A and
      the
      responsibilities and authorities of the investor and the executive director
      of
      Party A.

    4.
      Party
      B agrees to accept the entrustment of Party A, and to exercise the right of
      operation management of Party A and the responsibilities and authorities of
      the
      investor and the executive director of Party A.

    5.
      Party
      A has obtained the approval of its investor to enter into this Agreement. The
      investor also has issued the commitment letter of competing industry
      prohibition.

    


    NOW,
      THEREFORE, through friendly consultation, under the principle of equality and
      mutual benefits, in accordance with the relevant laws and regulations of the
      People’s Republic of China, the parties agree to enter into this Agreement and
      to be bound with the terms and conditions as follows:

    


    Article
      1
      Entrusted Operation

    


    
      	
              1.1

            	
              Party
                A agrees to irrevocably entrust the right of operation management
                of Party
                A and the responsibilities and authorities of Party A’s investor and the
                executive director to Party B in accordance with the terms and conditions
                of this Agreement. Party B agrees to exercise the aforesaid rights
                and
                responsibilities in accordance with the terms and conditions of this
                Agreement.

            


    

    
      	
              1.2

            	
              The
                term of the entrusted operation is from the effective date of this
                Agreement to the earliest date of the following:
                

            


    

    
      	 	
              1)

            	
              The
                termination date of Party A’s business;
                or

            


    

    
      	 	
              2)

            	
              The
                termination date of the entrusted operation as agreed upon by the
                parties
                under this Agreement; or

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              3)

            	
              The
                date on which Party B possesses more than 51% of Party A’s
                shares.

            


    

    
      	
              1.3

            	
              The
                purpose of the entrusted operation is: Party B shall be in charge
                of the
                normal business operations of Party A and perform the responsibilities
                and
                rights of Party A’s investor and the executive director, and Party A shall
                pay its profit (if any) to Party B and Party B shall be responsible
                to
                Party A’s loss (if any). During the term of the entrusted operation, Party
                B, as the entrusted manager, shall provide full management to Party
                A’s
                operations.

            


    

    
      	
              1.4

            	
              The
                contents of the entrusted operation shall include but not limited
                to the
                following:

            


    

    
      	 	
              1)

            	
              Party
                B shall be in charge of all aspects of Party A’s operations; nominate and
                replace the members of Party A’s executive director, engage Party A’s
                management staff and decide their compensation.


            


    

    
      	 	
              2)

            	
              Party
                B shall manage and control all the funds of Party A. The account
                of Party
                A shall be managed and decided solely by Party B. The seals and signatures
                for such account shall be the seals and signatures of the personnel
                appointed and confirmed by Party B. All the cash of Party A shall
                be kept
                in this entrusted account shall be handled through this account,
                including
                but not limited to receipt of all Party A’s business income, current
                working capital, recovered account receivables, etc., and the payment
                of
                all account payables and operation expenses, employee salaries and
                asset
                purchases, etc.

            


    

    
      	 	
              3)

            	
              All
                the matters of Party A, including internal financial management,
                day-to-day operation, external contact execution and performance,
                tax
                filing and payment, change of rights and personnel, etc., shall be
                controlled and managed by Party B in all
                aspects.

            


    

    
      	 	
              4)

            	
              Party
                B shall enjoy all the other responsibilities and rights enjoyed by
                Party
                A’s investor in accordance with the Company Law and the articles of
                association of Party A, including but not limited to the
                following:

            


    

    
      	
            	a.	
              Deciding
                Party A’s operation principles and investment
                plan;

            


    

    
      	
            	b.	
              Nominating
                the executive director or the
                supervisor;

            


    

    
      	
            	c.	
              Discussing
                and approving the report of the executive director or the
                supervisor;

            


    

    
      	
            	d.	
              Discussing
                and approving the annual financial budget and settlement
                plan;

            


    

    
      	
            	e.	
              Discussing
                and approving the profit distribution plan and the loss compensation
                plan;

            


    

    
      	
            	f.	
              Resolving
                on the increase or decrease of the registered
                capital;

            


    

    
      	
            	g.	
              Resolving
                on the issuance of the corporate
                bond;

            


    

    
      	
            	h.	
              Resolving
                on the matters including merger, division, change of corporate form,
                dissolution and liquidation of the
                company;

            


    

    
      	
            	i.	
              Amending
                the articles of association;

            


    

    
      	
            	j.	
              Other
                responsibilities and rights provided by Party A’s articles of association.
                

            


    

    
      	 	
              5)

            	
              Party
                B enjoys all the other responsibilities and rights enjoyed by Party
                A’s
                executive director in accordance with the Company Law and the articles
                of
                association of Party A, including but not limited to the
                following:

            


    

    
      	
            	a.	
              Executing
                the resolution of the investor;

            


    

    
      	
            	b.	
              Deciding
                the company’s operation plan and investment
                scheme;

            


    

    
      	
            	c.	
              Composing
                the annual financial budget and settlement
                plan;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	d.	
              Formulating
                the profit distribution plan and the loss compensation
                plan;

            


    

    
      	
            	e.	
              Formulating
                the plans regarding to the increase or decrease of the registered
                capital
                and the issuance of the corporate
                bond;

            


    

    
      	
            	f.	
              Formulating
                the plans regarding to the matters including merger, division, change
                of
                corporate form and dissolution of the
                company;

            


    

    
      	
            	g.	
              Deciding
                on the establishment of the internal management structure of the
                company;

            


    

    
      	
            	h.	
              Formulating
                the basic rules and regulations of the
                company;

            


    

    
      	
            	i.	
              Representing
                the company to sign relative
                documents;

            


    

    
      	
            	j.	
              Other
                responsibilities and rights provided by Party A’s articles of association
                

            


    

    
      	 	
              6)

            	
              The
                said entrustment is irrevocable and shall not be withdrawn, unless
                the
                Agreement is terminated.

            


    

    
      	
              1.5

            	
              The
                Fee of Entrusted Operation: For the performance of the entrusted
                matters
                provided under this Agreement, Party A shall pay an entrustment fee
                to
                Party B, which shall be Party A’s total profit (if any) after deduction of
                necessary expenses. Party A shall transfer the payment, which is
                obtained
                by selling its equipments, inventories, raw materials, semi-products,
                accounts receivable and by renting its real estates, land use right,
                to
                Party B as the entrusted fee. If the net amount is zero or negative
                after
                the aforesaid calculation, Party A shall not pay any entrustment
                fee, and
                the loss of the given month shall be deducted in the following months’
                entrustment fee. Party A and Party B shall calculate and settle each
                month’s entrustment fee payable by Party A within 10 days after the end
                of
                that month.

            


    

    
      	
              1.6

            	
              The
                Assumption of the Entrustment Risk: Party B shall assume all the
                operation
                risks in association with the management of Party A entrusted to
                it. Party
                B shall be responsible for any loss incurred to Party A’s operation. If
                Party A’s cash is not enough to pay its debt, Party B is liable to pay the
                debt; if the loss leads to a net asset less than the registered capital,
                Party B shall be liable to make up for the
                deficiency.

            


    

    


    Article
      2
      Rights and Obligations of the Parties

    


    
      	2.1	
              During
                the term of the entrusted operation, the rights and obligations of
                Party A
                shall include:

            


    

    
      	 	
              1)

            	
              After
                the execution of this Agreement, the management of Party A shall
                be handed
                over to Party B. Party A’s executive director shall, within 5 days after
                the effective date of this Agreement, deliver Party A’s seals and
                financial materials (including but not limited to balance sheet,
                profit
                and loss statement, cash flow statement and any attachments, relevant
                right certificates and other proprietary and operation documents)
                to Party
                B to ensure that Party B could exercise its operation management
                rights in
                all aspects after taking over the management of Party A and could
                set up
                financial records accordingly;

            


    

    
      	 	
              2)

            	
              During
                the term of the entrusted operation, without Party B’s consent, Party A
                and its investor and executive director shall not make any decision
                on
                Party A’s operations, and they shall not intervene with Party B’s
                entrusted management activities in any
                form;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              3)

            	
              During
                the term of the entrusted operation, Party A’s executive director shall
                have the obligation to cooperate with Party B in accordance with
                Party B’s
                request to ensure the stability and consistency of the
                operation;

            


    

    
      	 	
              4)

            	
              To
                entrust the authorities of the investor and the executive director
                to
                Party B;

            


    

    
      	 	
              5)

            	
              To
                timely pay the entrustment fee to Party
                B;

            


    

    
      	 	
              6)

            	
              Without
                Party B’s consent, Party A shall not entrust any third party other than
                Party B in any form to manage Party A’s
                businesses;

            


    

    
      	 	
              7)

            	
              The
                executive director and investor of Party A shall issue necessary
                documents
                for the purpose of accomplishing the management by Party
                B;

            


    

    
      	 	
              8)

            	
              Party
                A shall not unilaterally early terminate this Agreement for any
                reason.

            


    

    
      	 	
              9)

            	
              Other
                rights and obligations of Party A provided under this Agreement.
                

            


    

    
      	2.2	
              During
                the term of the entrusted operation, the rights and obligations of
                Party B
                shall include:

            


    

    
      	 	
              1)

            	
              Party
                B shall enjoy independent and comprehensive management right over
                Party
                A’s operations;

            


    

    
      	 	
              2)

            	
              Party
                B shall have the right to adjust the organizational structure and
                the
                personnel placement of Party A based on the needs of the
                management;

            


    

    
      	 	
              3)

            	
              Party
                B shall have the right to dispose of all the assets on the books
                of Party
                A on the execution day of this Agreement, and Party can B dispose
                of any
                of the aforesaid assets without any prior consent of Party
                A;

            


    

    
      	 	
              4)

            	
              Party
                B shall be entitled to all of the Party A’s income after deducting
                necessary expenses.

            


    

    
      	 	
              5)

            	
              Party
                B shall has the right to invest in the projects of new products and
                technologies of Party A, also enjoys the profits from these projects
                in
                the future.

            


    

    
      	 	
              6)

            	
              Party
                B shall timely take over of Party
                A;

            


    

    
      	 	
              7)

            	
              Party
                B shall carry out all the responsibilities and rights entrusted to
                it
                under this Agreement in good faith and with honesty and trustworthiness,
                and shall pay reasonable attention to the entrusted matters and notify
                Party A timely of relevant matters;

            


    

    
      	 	
              8)

            	
              Party
                B shall act in good faith and consult with Party A in regards to
                the
                handling of matters not covered by this
                Agreement;

            


    

    
      	 	
              9)

            	
              Other
                obligations shall be performed by Party B under this Agreement.
                

            


    

    


    Article
      3
      Warranties and Representations

    


    Each
      party shall warrant and represent to the other party, on the execution day
      of
      this Agreement, that:

    
      	1)	
              Each
                party shall have the right to enter into this Agreement, and the
                ability
                to perform this Agreement;

            


    

    
      	2)	
              In
                order to execute and perform this Agreement, each party has gone
                through
                the necessary internal decision-making procedures and obtained the
                approval;

            


    

    
      	3)	
              Each
                party has duly authorized its representative to execute this
                Agreement;

            


    

    
      	4)	
              Each
                party shall not have any reason of its own that will encumber the
                effectiveness of this Agreement from the effective date and become
                binding
                on such party;

            


    

    
      	5)	
              The
                execution of this Agreement and the performance of the obligations
                hereunder will NOT:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
            	a)	
              violate
                the business license, articles of association or any other similar
                documents of that party;

            


    

    
      	
            	b)	
              violate
                the laws and regulations of China or the government authorization
                or
                permit;

            


    

    
      	
            	c)	
              violate
                any other contracts or agreements to which that party is a party
                (or is
                bound), or lead to that party’s breach of contract under such contracts or
                agreements.

            


    

    


    Article
      4
      Effect of the Agreement

    


    This
      Agreement shall be valid upon the subscription of both parties’ legal
      representatives or duly authorized representatives and the affixture of both
      parties’ corporate seals.

    


    Article
      5
      Liability of Beach of the Agreement

    


    After
      the
      effectiveness of this Agreement, apart from the situation described in Article
      6
      of this Agreement, either party’s violation of any provisions under this
      Agreement shall constitute a breach of this Agreement and thus be liable to
      compensate the non-breaching party for any damages that may arise
      thereof.

    


    Article
      6
      Force Majeure

    


    Either
      party’s failure to perform the obligations or part of the obligations of this
      Agreement due to a force majeure event shall not be deemed as a breach of the
      agreement; however, the non-performing party shall timely provide effective
      evidence of the force majeure event to the other party, and the parties shall
      discuss a settlement plan through consultation.

    


    Article
      7
      The Governing Law

    


    The
      execution, effectiveness, interpretation, performance and dispute resolution
      of
      this Agreement shall be governed by the laws and regulations of
      China.

    


    Article
      8
      Dispute Resolution

    


    Any
      dispute arising under this Agreement shall be first settled by the parties
      through friendly consultation. If the dispute cannot be settled through
      consultation, either party is entitled to submit the dispute to the people’s
      court that has jurisdiction over the dispute .

    


    Article
      9
      Confidentiality 

    


    
      	
              9.1

            	
              The
                parties agree and shall cause their relevant personnel to keep strict
                confidence of all the terms and conditions of this Agreement and
                all the
                matters of the entrusted operation that have access to. They shall
                not
                disclose the aforesaid information to any third party unless it is
                required by the explicit provision of law, or the instruction of
                judicial
                or governmental agencies or with consent of the other party, otherwise,
                the disclosing party shall bear the relevant legal
                consequences.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              9.2

            	
              The
                confidentiality obligation of the parties shall survive the termination
                of
                this Agreement.

            


    

    


    Article
      10 Severability of the Clauses

    


    
      	10.1	
              If
                any clause of this Agreement is invalidated or non-enforceable due
                to the
                provisions of laws or regulations, this clause is invalid while all
                other
                clauses shall remain in full force and effect and binding upon both
                parties.

            


    

    
      	10.2	
              In
                the event the aforesaid situation occurs, the parties shall, through
                friendly consultation, agree upon supplemental clause to replace
                the
                invalid clause at their earliest possible
                time.

            


    

    


    Article
      11 Non-waiver of Rights

    


    
      	11.1	
              If
                one party fails or delays to exercise a certain right provided under
                this
                Agreement, such failure or delay shall not constitute the waiver
                of such
                right by that party.

            


    

    
      	11.2	
              If
                one party fails to require the other party to perform a certain obligation
                provided under this Agreement, such failure shall not constitute
                the
                waiver by that party of the right to require the other party to perform
                at
                a later time.

            


    

    
      	11.3	
              If
                one party violates any clause of this Agreement and obtains a waiver
                of
                liability from the non-violating party, such waiver shall not constitute
                the waiver of liability by the non-violation party over the violations
                by
                the other party at a later time or of other clauses of this
                Agreement.

            


    

    


    Article
      12 No Transfer

    


    Unless
      otherwise provided in this Agreement, without the prior written consent of
      the
      other party, one party shall not transfer or entrust this Agreement or any
      right
      or obligation under this Agreement to a third party, nor shall one party provide
      any guarantee to a third party or do other similar things.

    


    Article
      13 Miscellaneous 

    


    
      	13.1	
              Any
                supplemental agreements entered into by the parties after the effective
                date of this Agreement shall be an effective part of this Agreement
                and
                have the same legal effect as this Agreement. If there is any discrepancy
                between the supplemental agreement and this Agreement, the supplemental
                agreement shall prevail.

            


    

    
      	13.2	
              This
                Agreement is written in Chinese This Agreement is executed in six
                official
                copies, each party shall have two official copies and the remaining
                shall
                be retained for the government procedure
                purpose.

            


    

    
      	13.3	
              IN
                WITNESS WHEREOF, the parties hereto have duly executed this Agreement
                on
                this date first above written.

            


    

    


    (NO
      CONTEXT BELOW) 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (SIGNATURE
      PAGE)

    


    Party
      A:
Jiangxi
      Yiyang Fuda Copper Co., Ltd.

    


    Legal
      representative: /s/ Wu Yiting

    


    Party
      B:
      Jiangxi Morgan Star Copper Technology Co., Ltd.

    


    Authorized
      representative: /s/ Wu Yiting


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Statement

    


    I
      agree
      that Jiangxi
      Yiyang Fuda Copper Co., Ltd. signs
      the
      Management Entrustment Agreement with Jiangxi Morgan Star Copper Technology
      Co.,
      Ltd., which irrevocably entrusts Jiangxi Morgan Star Copper Technology Co.,
      Ltd.
      for its management the right of operation management of Jiangxi
      Yiyang Fuda Copper Co., Ltd. and the right from me according to the laws and
      the
      company’s charter.

    


    Stated
      by
      : /s/ Wu Yiting

    Wu
      Yiting

    2007-12-03