Unassociated Document


    Shares
      Pledge Agreement 

    


    This
      Agreement was signed by both parties in Yiyang, Jiangxi, P.R.C. on December
      3,
      2007.


    


    Pledger
      (hereinafter referred to as Party A) : Wu
      Yiting

    The
      ID
      number: 362326196305220049

    


    Pledgee
      (hereinafter referred to as Party B) :
      Jiangxi
      Morgan Star Copper Technology Co., Ltd.

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

    


    Whereas:
      

    


    1.
      Since
      the date when this agreement is signed, Party A is the sole sharehoulder of
      Jiangxi Yiyang Fuda Copper Co., Ltd. (The “Yiyang Fuda”), and holds all equity
      of Yiyang Fuda.

    


    2.
      Party
      B is a wholly-foreign owned company established under the laws of P.R.C., and
      registered at Jiangxi Province, Shangrao Administration of Industry and Commerce
      Bureau, with the legally valid business license No.361100510000102;

    


    3.
      Yiyang
      Fuda is a limited liability company established in accordance with the laws
      of
      P.R.C., and registered at Jiangxi Province, Yiyang Administration of Industry
      and Commerce Bureau. Hitherto it legally exists, with the legally valid business
      license No. 3623262000077;

    


    4.
      Yiyang
      Fuda and Party B have signed the Entrusted Management Agreement and Purchase
      Agreement. The management of Yiyang Fuda is entrusted to Party B, The operation
      assets of Yiyang Fuda is sold or lent to Party B, The real estates and land
      use
      right which situated at #93 Dongzhan Road and Gejiaba Huating Town is lent
      to
      Party B. In order to protect the interests of Party B, Party A agrees to pledge
      the 100% shares of Yiyang Fuda she own to Party B. 

    


    5.
      Party
      B accepts the pledge of Yiyang Fuda’s 100% shares by Party A. 

    


    Therefore,
      in
      accordance with applicable laws and regulations of the People’s Republic of
      China, the Parties hereto reach the Agreement through friendly negotiation
      in
      the principle of equality and mutual benefit and abide by. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Article
      1 Guaranteed Obligations 

    


    The
      shares are being pledged to guarantee all of the rights and interests Party
      B is
      entitled to under all related agreements by and between both parites.


    


    Article
      2 Pledged Properties 

    


    The
      pledge properties are 100% of the shares of Yiyang Fuda that are currently
      held
      by Party A and the proceeds thereof. 

    


    Article
      3 Scope of Guaranteed Obligations

    


    The
      scope
      of the guaranteed obligations is all rights and interests Party B is entitled
      to
      in accordance with all the agreements signed by and between both
      parties.

    


    Article
      4 Pledge Procedure and Registration 

    


    Party
      A
      shall, within 10 days after the date of this Agreement, process the registration
      procedures with Yiyang Administration for Industry and Commerce concerning
      the
      pledged shares. 

    


    Article
      5 Transfer of Pledged Shares 

    


    Party
      A
      shall not transfer any of the pledged shares without the permission of Party
      B
      during the term of this agreement. 

    


    Article
      6 Effectiveness, Modification and Termination 

    


    6.1
      This
      Agreement shall go into effect when it is signed by Party A and the authorized
      representatives of the Parties with seals affixed; 

    


    6.2
      Upon
      the effectiveness of this Agreement and unless otherwise agreed upon by the
      parties hereto, neither party may modify or terminate this Agreement. Any
      modification or termination shall be in writing after both parties’
consultations. The provisions of this Agreement remain binding on both parties
      prior to any written agreement on modification or termination. 

    


    Article
      7 Governing Law 

    


    The
      execution, validity, interpretation and performance of this Agreement and the
      disputes resolution under this Agreement shall be governed by the laws of
      PRC.

    


    Article
      8 Liability for Breach of Agreement

    


    Upon
      the
      effectiveness of this Agreement, the Parties hereto shall perform their
      respective obligations under the Agreement. Any failure to perform the
      obligations stipulated in the Agreement, in part or in whole, shall be deemed
      breach of contract and
      the
      breaching party shall compensate the non-breaching party for the loss incurred
      as a result of the breach.


    
      
        
        

      

      
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    Article
      9 Settlement of Dispute

    


    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance of this Agreement through friendly consultation. In case no
      settlement can be reached through consultation within thirty (30) days after
      such dispute is raised, each party can submit such matter to China International
      Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its
      rules. The arbitration shall take place in Beijing. The arbitration award shall
      be final, conclusive and binding upon both parties.

    


    Article
      10 Severability

     

    10.1
      Any
      provision of this Agreement that is invalid or unenforceable due to the laws
      and
      regulations shall be ineffective without affecting in any way the remaining
      provisions hereof.

    


    10.2
      In
      the event of the foregoing paragraph, the parties hereto shall prepare
      supplemental agreement as soon as possible to replace the invalid provision
      through friendly consultation.

    


    Article
      11 Miscellaneous

    


    11.1
      The
      headings contained in this Agreement are for the convenience of reference only
      and shall not in any other way affect the interpretation of the provisions
      of
      this Agreement.. 

    


    11.2
      The
      Agreement shall be executed in five copies, both in Chinese and English. Either
      party holds one Chinese and one English original, and the remaining shall be
      kept for completing relevant procedures. Each copy shall have equal legal force.
      In the event of any conflict between the two versions, the Chinese version
      shall
      prevail. 

    


    11.3
      In
      witness hereof, the Parties hereto have executed this Agreement on the date
      described in the first page.


    
      
        
        

      

      
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    [No
      Text
      Below, Signature Page Only] 

    


    
      	
              Party A:

            	/s/
              Wu Yiting
	 	
              Wu
                Yiting

            


    

    


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

    


    Authorized
      representative (signature): /s/ Wu Yiting


    
      
        
        

      

      
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