Consigned
      Management Service Agreement

    


    by
      and among

    


    Tianjin
      Shengkai Industrial Technology Development Co., Ltd.

    


    Shengkai
      (Tianjin) Ceramic Valve Co., Ltd.

    


    and

    


    The
      Shareholders of Tianjin Shengkai Industrial Technology Development Co.,
      Ltd.

    


    May
      30th,
      2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Consigned
                    Management Agreement

                


        

      

       

    

    Consigned
      Management Service Agreement

    


    This
      Consigned Management Service Agreement (“this Agreement”) is executed on May
      30th,
      2008 in
      Tianjin, PRC, among the following Parties:

    


    
      	
              (1)

            	
              Tianjin
                Shengkai Industrial Technology Development Co., Ltd. (hereinafter
                called
                “Party A”) is a limited liability company, duly incorporated in Tianjin,
                People’s Republic of China (“PRC”), whose legal address is: Room324, 3/F,
                1stStreet, Tianjin Economic-Technological Development
                Area.

            


    

    
      	
              (2)

            	
              Shengkai
                (Tianjin) Ceramic Valve Co., Ltd. (hereinafter referred to as “Party B”)
                is a wholly foreign-owned enterprise (“WFOE”) duly incorporated in
                Tianjin, PRC, whose legal address is: Room
                A2-191, No.166 Xisandao, Konggang Logistics Processing Zones,
                Tianjin. 

            


    

    
      	(3)	
              All
                of the shareholders of Tianjin Shengkai Industrial Technology Development
                Co., Ltd. (hereinafter collectively called the
                “Shareholders”).

            


    

    


    
      	
              Name of Each

              Shareholder

            	 	
              Shareholding

              Ratio (%) 

            	 	
              ID Card No.

            	
               

            	
              Contact Address

            
	
              Wang
                Chen

            	 	
              71.39%

            	 	
              120103196412022118

            	 	
              204-209,Gate
                8,Zhonghuan Deppartment,No.2 Road, Wujiayao, Heping District,
                Tianjin

            
	
              Guo
                Wei

            	 	
              13.33%

            	 	
              120103196607222128

            	 	
              204-209,Gate
                8,Zhonghuan Department,No.2 Road, Wujiayao, Heping District,
                Tianjin

            
	
              Zhao
                Yanqiu

            	 	
              6.55%

            	 	
              2310851197903050762

            	 	
              Tuanjie
                Wei, Muleng Town, Muleng City, Helongjiang Province

            
	
              Ji
                Haihong

            	 	
              6.55%

            	 	
              140102197002012349

            	 	
              No.7,Unit1,4th/F,No.11,Xinmin
                Zhongjie,Xinghualing District, Taiyuan City,Shanxi
                Province

            
	
              Zhang
                Ying

            	 	
              0.48%

            	 	
              51010319740824628X

            	 	
              No.3,4th/F,
                Dong 315, Huangtian Bawei 4th Road, Qingyang District, Chengdu
                City

            
	
              Miao
                Yang

            	 	
              0.48%

            	 	
              110108197106111811

            	 	
              No.1905,No.1Building,
                Yangguang 100 International Department, No.2, Guanghua Road,Chaoyang
                District, Beijing

            
	
              Chen
                Fang

            	 	
              0.48%

            	 	
              440402197211205769

            	 	
              Room
                401, Unit 1, Dong 3,No.2013,Xiangzhou Fenghuang North Road Xiangzhou
                District,Zhuhai City,Guangzhou Province

            
	
              Wu
                Yanping

            	 	
              0.37%

            	 	
              120106196505060526

            	 	
              No.101,Gate
                3,No.25 Building,Xinghuali,Shengli Street,Da Gang
                District,Tianjin

            
	
              Liu
                Naifan

            	 	
              0.37%

            	 	
              372832196010257414

            	 	
              Dormitory
                District,Yinan Gold Mine,Yinan County,Shandong
                Province

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    (Party
      A,
      Party B
      and the
      Shareholders are referred to collectively in this agreement as the “Parties” and
      individually as “a Party” or “each Party”.)

    


    WHEREAS:

    


    
      	
              (1)

            	
              Party
                A’s business scope is as follows:
                The design, manufacturing and marketing of Environmental pollution
                control
                equipments (including flue gas desulphurization governance, de-dusting
                equipment); the production and manufacturing of industrial control
                systems
                of its transportation systems and equipments; the design, manufacturing
                and marketing of ceramic valves; the manufacturing environmental
                dedicated
                instrumentation electronic equipments; the manufacturing of ceramic
                coatings; the manufacturing and sale of high-tech ceramics;
                electromechanical products (except cars), chemical products (flammable,
                explosive, dangerous goods except prone to cause toxicity); technical
                consultation; technical services; operating the enterprise home-grown
                products as well as related technology import and export
                business;

            


    

    


    
      	(2)	
              Party
                B is engaged in researching, developing, technology consulting service
                of
                ceramic valves and ceramic
                materials;

            


    

    


    
      	
              (3)

            	
              The
                Parties agree that Party A shall consign to Party B the management
                of all
                of its business, finances and human
                resources;

            


    

    


    
      	(4)	
              The
                Shareholders hold 100% of the equity interests in Party
                A.

            


    

    


    NOW
      THEREFORE,
      the
      Parties hereby agree through friendly negotiation as follows:

     

    Article
      1 Definition

    


    1.1
“PRC”
      refers to the People’s Republic of China, excluding the Hong Kong Special
      Administrative Region, Macao Special Administrative Region and Taiwan
      Province 

    1.2
“PRC
      Laws” refers to all PRC laws, administrative regulations and government rules in
      effect;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    1.3
“RMB”
      refers to the legal currency within the PRC;

    1.4
      “Party A Staff” refers to the senior management staff of Party A and the manager
      of each supermarket or store;

    1.5
      “Consigned Management Service Fee” or “Consideration” refers to the
      consideration as defined in Article 3.1 and paid to Party B by Party
      A.

    


    Article
      2 Contents of Consigned Management Services

    


    2.1
      Accounting Management Service

    


    2.1.1
      Goal 

    


    Achieve
      scientific management of the accounting system of Party A.

    


    2.1.2
      Contents of the Services

    
      
        2.1.2.1
          Provide
          information on financial and economic achievement
          analysis;

      

    

    2.1.2.2 Conduct
      business instruction to improve budget management and counsel on business
      operation;

    2.1.2.3
      Coordinate the use of operating cash, adjust the capital structure, accelerate
      the turnover of cash flow, and effectively control financial risks;

    2.1.2.4
      Arrange internal and outside audit services;

    2.1.2.5
      Pursuant to the requirements of the class-evaluation system, provide optimal
      management proposals and consulting services as to financial
      management;

    2.1.2.6
      Provide working cost management consulting services.

    


    2.2
      Business Management Services

    


    2.2.1
      Goal

    


    Provide
      services relating to the management of ceramic products and staff training
      so as
      to enhance the professional management and eventually promote the economic
      achievements of Party A.

    


    2.2.2
      Contents 

    


    2.2.2.1
      Training to Party A Staff

    


    (1)
      Training Duration

    Training
      shall be conducted every month within the consigned term, and Party B shall
      notify Party A of the timetable, contents of services, and lecturers of training
      fifteen days (15) prior to the training. In the event of the staff members
      of
      Party A failing to take part in the training and to designate another employee
      to attend the class, Party A shall present the written proof five days before
      the training to Party B for such absence; otherwise it shall be treated as
      attendance of training class and Party A shall bear the relevant training cost.
      Both Party A and Party B shall be entitled to adjust the frequency of the
      training according to the business operations of Party A. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    (2)
      Contents of Training

     

    A.
      Corporate
      culture training 


    Help
      trainees to establish a correct outlook on life and values, combine their own
      interests and business interests together and require trainees to write his
      career planning after the training.

     

    B.
      The
      basic
      knowledge of products training Ensure
      all students can master all the knowledge of products, in order to allow the
      business staff in the market to meet market demand and fundamental changes,
      increase sales and continue to create higher profits for the company.


     

    C.
      The
      basic
      marketing knowledge training Improve
      the basic business skills and common sense of sales through systematic training
      from the basic strange visit, negotiation, networks and terminals sales to
      the
      systematic integrated marketing communication knowledge in actual
      sales.

     

    D.
      The
      sales
      policy training Focus
      on
      the training strengthen of corporate sales policies from the systematic lessons
      to the actual case of learning to enable students to clear market rules, ensure
      the adaptability to the market.

     

    E.
      The
      team
      construction and management training Fundamentally
      solve the phenomenon of negative and inaction in the work of frontline
      operational staff through the good work of the individual to promote others
      to
      work well, a resolution of work in the negative, the of inaction,.

     

    F.
      The
      time
      management planning training Develop
      good time management habits for every operational staff in the
      class.

     

    G.
      The
      potential development and adjustment training Increase
      the firm confidence of all participants to the future and the work.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    2.2.2.2
      Management of the Company

    


    2.2.2.2.1
      High efficient use of senior management and bring new concepts and new capacity
      for the company.

    2.2.2.2.2
      Enhance the overall effectiveness and efficiency of operations to the
      company.

    2.2.2.2.3
      Comprehensively improve the operator's management level and the concept of
      operation.

    2.2.2.2.4
      Comprehensively enhance the management capacity of the management team and
      working ability of the related staff.

    2.2.2.2.5
      Clear the way for the change of management in the level of concept and
      awareness.

    2.2.2.2.6
      Assist in the development of enterprise development strategies and operational
      tactics.

    


    2.2.2.2.7
      Establish scientific and rational management basis, process and
      system.


    


    2.3
      Advertising and Development Services 

    


    2.3.1
      Target

    


    Through
      the participation and assistance of Party A’s actual operation and provide
      training of management expertise to staff and further enhance the management
      level and professionalism of ceramic products for Party A and eventually reach
      and enhance operational efficiency.

    


    2.3.2
      Contents of Service

     

    2.3.2.1
      Advertising Services

    (1)
      Provide detailed and practical marketing plans for Party A and adjust from
      time
      to time based on the effects of such plans;

    (2)
      Assist Party A in selecting suitable advertising companies for the promotion
      and
      advertising of its brand image;

    (3)
      Assist Party A in communications with advertising companies on behalf of Party
      A, and determine the details of the advertising plan;

    (4)
      Promptly report to Party A in detail with respect to the achievement and effect
      of the advertising.

     

    2.3.2.2
      Development Services

    (1)
      Conduct research on the market and provide suggestions on the selection of
      location of new stores and the distribution of supermarkets;

    (2)
      Conduct research on the competitors of Party A, and provide related competition
      strategies;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    (3)
      Conduct research on the impressions of customers, and provide suggestions for
      perfection of customer services in accordance with the results of that
      research.

    


    2.4
      Human
      Resources Management Services

    


    2.4.1
      Target: 

    


    Achieve
      the proper distribution of human resources, maintain the stability of the
      management team, and stimulate the employees to positively work so as to
      increase economic achievement.

    


    2.4.2
      Contents

    


    
      
        2.4.2.1
          Recommend
          and nominate candidates for senior management staff positions of Party
          A, its
          wholly-owned supermarkets and all subsidiaries. Party A shall appoint such
          candidates in accordance with the requirement of each
          position;

      

    

    2.4.2.2 Assist
      in
      perfecting organizational structure to improve management;

    2.4.2.3 Establish
      a labor management system for Party A, including without limitation employment
      policies, training, a system of leaves and vacations, overtime work,
      resignation, dismissal, etc.;

    2.4.2.4 Complete
      the employee salary system including for senior management staff;

    2.4.2.5 Assist
      in
      completing the working effectiveness assessment system for employees and perfect
      the salary incentive system; 

    2.4.2.6 Provide
      training of labor management to the workers in the human resources department
      of
      Party A;

    2.4.2.7 Provide
      consulting services to Party A relating to labor policies and social
      insurance;

    2.4.2.8 Assist
      Party A in standardizing the management of human resources and establishment
      of
      related systems. 

    


    2.5
      Internal Control Services

    


    Party
      B
      shall assist Party A in establishing internal control systems and provide
      counseling on the following systems:

    


    (1)
      System for use of company seals;

    (2)
      System for collection of bills and checks; 

    (3)
      Budgeting management system;

    (4)Asset
      management system;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    (5)Quality
      management system;

    (6)
      Authorization and agency system;

    (7)
      Management system of subsidiaries of Party A.

    


    Article
      3 Consigned Management Service Fee

    


    3.1
      Party
      A shall pay the Consigned Management Service Fee, equal to 2% of its total
      revenue as the Consideration for services provided by Party B as set forth
      in
      Article 2 hereof.

    


    3.2
      Party
      A shall pay to Party B the last year’s Consigned Management Services Fee before
      January 31st
      of each
      year. 

    


    3.3
      Whereas the business relationship between Party A and Party B has been
      established through the Technical Services Agreement and the daily business
      operations of Party A shall bear a material impact on its capacity to make
      the
      payments due to Party B, the Shareholders of Party A jointly agree that they
      will immediately and unconditionally pay or transfer to Party B any bonus,
      dividends or any other incomes or benefits (regardless of the forms) obtained
      from Party A as the shareholders of Party A at the time when such payables
      occur
      and provide all necessary documents or take all necessary actions required
      by
      Party B to realize such payment or transfer . 

    


    3.4
      Party
      B shall be entitled to request in writing that Party A adjust the Consideration
      in accordance with the quantity and quality of the consigned services. The
      Parties shall positively negotiate with each other in respect of the Consigned
      Management Service Fee, and Party A shall agree with such
      adjustment.

     

    Article
      4 Warranties and Undertakings by Party A

    


    4.1
      Within the term of this Agreement, Party B shall be the entity exclusively
      appointed by Party A to provide the services as set forth in Article 2
      hereunder, and Party A shall not appoint any other entities to provide to Party
      A (including its branches and subsidiaries) any services the same as or similar
      to those services described in Article 2 hereof.

    


    4.2
      Without the prior written consent of Party B, Party A (including its branches
      and subsidiaries) shall not change its business target.

    


    4.3
      Without the prior written consent of Party B, Party A (including its branches
      and subsidiaries) shall not change its systems and policies regarding business
      operations, management and finance.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    4.4
      Without the prior written consent of Party B, Party A shall not change its
      internal control system.

    


    4.5
      Without the prior written consent of Party B, Party A shall not change its
      internal organization.

    


    4.6
      Without the prior written consent of Party B, Party A shall not replace any
      senior management staff (including the senior management staff of its branches
      and subsidiaries).

    


    4.7
      Party
      A will provide information to Party B regarding the business operations,
      management and finances of Party A (including its branches and subsidiaries).
      

    


    4.8
      Party
      A will promptly and proactively notify Party B of any matters that adversely
      affect Party A.

    


    4.9
      Party
      A will give full cooperation to Party B, and provide assistance and convenience
      to Party B for its on-site work, and shall not hinder Party B from providing
      services as set forth in Article 2 hereof.

    


    4.10
      Party A will promptly make full payment of the Consigned Management Services
      Fee
      to Party B in accordance with the provisions hereof.

    


    4.11Without
      the prior written consent by Party B, Party A shall not commit any act or
      omission that would materially affect Party B’s rights and interests
      hereunder.

    


    Article
      5 Warrants and Undertakings by Party B

    


    5.1
      Party
      B shall take advantage of its capacity and resources to provide the services
      as
      stipulated in Article 2 hereunder.

    


    5.2
      Party
      B shall timely adjust and complete the services in accordance with practical
      requests from Party A.

    


    5.3
      In
      the event that Party B intends to provide services to any other entities engaged
      in business similar to that of Party A, it shall give prior notice to Party
      A
      and strictly keep the confidential information obtained during the course of
      providing services to Party A.

    


    5.4
      Party
      B shall accept any reasonable suggestions from Party A during the course of
      providing services to Party A.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    Article
      6 Guaranty 

    


    6.1
      To
      secure the performance of the obligations assumed by Party A hereunder,
      Shareholders agree to pledge all their equity interests in Party A to Party
      B,
      and the Parties agree to execute an equity pledge agreement with respect
      thereto.

    


    Article
      7 Taxes and Expenses

    


    7.1
      The
      Parties shall pay, in accordance with relevant PRC laws and regulations, their
      respective taxes arising from the execution and performance of this
      Agreement.

    


    Article
      8 Assignment of the Agreement

    


    8.1
      Party
      A shall not transfer part or all its rights and obligations under this Agreement
      to any third party without the prior written consent of Party B.

    


    8.2
      The
      Parties agree that Party B shall be entitled to transfer, at its own discretion,
      any or all of its rights and obligations under this Agreement to any third
      party
      upon six (6) days’ written notice to Party A.

    


    Article
      9 Liability of Breach

    


    9.1
      If
      Party A fails to duly pay the Consigned Management Service Fee in accordance
      with the provisions of Article 3 hereunder, then Party A shall pay liquidated
      damages per day equal to 0.03% of the unpaid Consideration which falls due;
      if
      any delay of payment amounts to sixty (60) days, then Party B shall be entitled
      to exercise the right of pledge under the equity pledge agreement.

    


    9.2
      If
      Party A violates its representations and warranties hereunder and fails to
      redress such violation within sixty (60) days upon receipt of written notice
      from Party B, Party B shall be entitled to exercise the right of pledge under
      the equity pledge agreement.

    


    9.3
      If
      Party B is in non-performance, or incomplete performance, of this Agreement,
      or
      is otherwise in default of any of its representations and warranties hereunder,
      Party A shall be entitled to request Party B to redress its
      default.

    


    Article
      10 Effect, Modification and Cancellation

    


    10.1
      This
      Agreement shall take effect on the date of execution hereof, and the valid
      term
      hereof shall be expired upon the date of completion of the acquisition of the
      assets or the equity of Party A by Party B or its designated third
      party.

    


    10.2
      The
      modification of this Agreement shall not be effective without written agreement
      through negotiation. If the Parties do not reach an agreement, this Agreement
      remains effective.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    10.3
      This
      Agreement shall not be discharged or canceled without written agreement through
      negotiation, provided that Party B may, by giving thirty days’ prior notice to
      the other Parties hereto, terminate this Agreement.

    


    10.4
      If
      Party B fails to provide the loan in accordance with the Loan Agreement signed
      between Party B and the Shareholders on May 30th,
      2008,
      this Agreement shall be automatically terminated.

    


    Article
      11 Confidentiality

    


    11.1
      Any
      information, documents, data and all other materials (herein “Confidential
      Information”) arising out of the negotiation, signing, and implementation of
      this Agreement, shall be kept in strict confidence by the Parties. Without
      the
      written approval of the other Parties, no Party shall disclose to any third
      party any Confidential Information, but the following circumstances shall be
      excluded:

    (1)
      Material that is known or may be known by the Public (but not including
      materials disclosed by each Party receiving the Confidential
      Information);

    (2)
      Materials required to be disclosed subject to applicable laws or rules or
      provisions of a stock exchange; or 

    (3)
      Materials disclosed by each Party to its legal or financial consultant relating
      to the transaction of this Agreement, and this legal or financial consultant
      shall comply with the confidentiality set forth in this Section. The disclosure
      of the Confidential Information by staff or a consignee of any Party shall
      be
      deemed the disclosure of such Confidential Information by such Party, and such
      Party shall bear the liabilities for breaching the contract. This Clause shall
      survive whether this Agreement is invalid, amended, revoked, terminated or
      unable to be implemented for any reason.

    


    11.2
      If
      this Agreement is terminated or becomes invalid or unenforceable, the validity
      and enforceability of Article 11 shall not be affected or impaired.

    


    Article
      12 Force Majeure

    


    12.1
      “Force Majeure” refers to any event that could not be foreseen, and could not be
      avoided and overcome, which includes among other things, but without limitation,
      acts of nature (such as earthquakes, floods or fires), government acts, strikes
      or riots. 

    


    12.2
      If
      an event of force majeure occurs, any of the Parties that is prevented from
      performing its obligations under this Agreement by an event of force majeure
      shall notify the other Parties without delay and within fifteen (15) days of
      the
      event provide detailed information about and notarized documents evidencing
      the
      event, shall take appropriate measures to minimize or remove the negative
      effects of force majeure on the other Parties and shall not assume the
      liabilities for breaching this Agreement. The Parties shall continue performing
      this Agreement after the event of force majeure disappears.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    Article
      13 Governing Law and Dispute Resolution

    


    13.1
      The
      effectiveness, interpretation, implementation and dispute resolution related
      to
      this Agreement shall be governed under PRC Laws.

    


    13.2
      Any
      dispute arising out of this Agreement shall be resolved by the Parties through
      mutual negotiation. If the Parties cannot reach an agreement within thirty
      (30)
      days from the date on which the dispute is brought forward, each Party may
      submit the dispute to the Beijing Arbitration Commission for arbitration under
      its applicable rules, and the language of arbitration proceedings shall be
      Chinese. The arbitration award shall be final and binding upon both
      parties.

    


    13.3
      During the process of dispute resolution, the Parties shall continue to perform
      other terms under this Agreement, except for the provisions subject to the
      dispute resolution.

    


    Article
      14 Miscellaneous

    


    14.1
      The
      Parties acknowledge that this Agreement constitutes the entire agreement of
      the
      Parties with respect to the subject matters hereof and supersedes and replaces
      all prior or contemporaneous oral or written agreements and understandings.
      

    


    14.2
      This
      Agreement shall bind and benefit the successor of each Party and any transferee
      permitted hereunder with the same rights and obligations as if such successor
      or
      transferee were an original party hereto.

    


    14.3
      Any
      notice required to be given or delivered to the Parties hereunder shall be
      in
      writing and delivered to the address as indicated below or such other address
      or
      as such party may designate, in writing, from time to time. All notices shall
      be
      deemed to have been given or delivered upon by personal delivery, fax and
      registered mail. It shall be deemed to be delivered upon: (1) registered air
      mail: 5 business days after deposit in the mail; (2) personal delivery and
      fax:
      2 business days after transmission. If the notice is delivered by fax, it should
      be confirmed by original through registered air mail or personal
      delivery:

    


    Party
      A: 

    Contact
      person: Wang Chen

    Address:
      Room324, 3/F, 1stStreet, Tianjin Economic-Technological Development
      Area

    Tel:
      86-22-28590002   Fax:
      86-22-28590003

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    Party
      B:

    Contact
      person: Wang Chen

    Address:
      Room
      A2-191,
      No.166 Xisandao, Konggang Logistics Processing Zones, Tianjin

    Tel:
      86-22-28590002 
      Fax:
86-22-28590003

    


    The
      Representative designated by the Shareholders

    Contact
      person: Wang Chen

    Address:
      Shengkai
      Ind. Park Wanggang R.d Jinnan (Shuanggang) Dev. Area Tianjin

    Tel:
      86-22-28590002   Fax:
      86-22-28590003

    


    14.4
      This
      Agreement is executed in eleven originals with each party holding one original,
      and each of the originals shall be equally valid and authentic.

    


    [Signature
      Page Follows]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    

      
        	
                Consigned
                  Management Agreement

              


      

    

     

    IN
      WITNESS WHEREOF,
      the
      Parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first written above.

    


    Party
      A Tianjin Shengkai Industrial Technology Development Co., Ltd.


    Legal
      Representative: Wang Chen

    Signature
      and Company seal: 

    


    Party
      B Shengkai (Tianjin) Ceramic Valve Co., Ltd.

    Legal
      Representative: Wang Chen

    Signature
      and Company Seal:

    Shareholders
      

    


    
      	
              Name of the

              Shareholders

            	 	
              Signature

            	 	
              Name of the

              Shareholders

            	 	
              Signature

            
	
              Wang
                Chen

            	 	
              /s/
                Wang Chen

            	 	
              Guo
                Wei

            	 	
              /s/
                Guo Wei

            
	
              Zhao
                Yanqiu

            	 	
              /s/
                Zhao Yanqiu

            	 	
              Ji
                Haihong

            	 	
              /s/
                Ji Haihong

            
	
              Zhang
                Ying

            	 	
              /s/
                Zhang Ying

            	 	
              Miao
                Yang

            	 	
              /s/
                Miao Yang

            
	
              Chen
                Fang

            	 	
              /s/
                Chen Fang

            	 	
              Wu
                Yanping

            	 	
              /s/
                Wu Yanping

            
	
              Liu
                Naifan

            	 	
              /s/
                Liu Naifan

            	 	 	 	 


    

     

    
      
        
        

      

      
        14