EXHIBIT
      10.4





OPERATING
      AND SERVICES AGREEMENT


(English
      Translation)





Agreement
      No.: _____





This
      Operating and Services Agreement (hereinafter the “Agreement”) is entered into
      by the following parties as of January 5, 2006:





**Shanxi
      Bestlink Management Consulting Co., Ltd.** (hereinafter the “Servicing Party”);





Address:
      8/F, Beicang Building, Jianshe North Road No76, Taiyuan, Shanxi Province,
      PRC





**Pinglu
      County Changhong Ferroalloy Co., Ltd.** (hereinafter the “Owner”);





Address: 6
      residents group, Shangling Village ,
      MaoJin
      Economic Development Zone, PingLu County, ShanXi province, PRC


**Beicang
      Hou** (hereinafter
      “Party C”);





Personal
      Identification No.: 140103630213215





**Yaoting
      Ren** (hereinafter
      “Party D”);





Personal
      Identification No.: 142732641117001





**Zengguan
      Li** (hereinafter
      “Party E”, and collectively with Party C and Party D the
“Shareholders”)





Personal
      Identification No.: 142732660225001








Whereas,
      the Owner has free and clear title to all of the assets (hereinafter the
“Assets”) as set forth on Attachment
      1 ;





Whereas,
      the Servicing Party and its management possess the management “know-how”,
      marketing channels and networking resources relevant to the Owner’s business
      operations, and are willing to provide to Owner management consulting services,
      loans for operating capitals and other services; and





Whereas,
      Owner desires to retain the services of Servicing Party in accordance with
      the
      terms and conditions set forth herein.





Now,
      therefore, in consideration of the foregoing and of the promises and of the
      mutual covenants contained herein, the parties agree as
      follows:







1.  **Definition** .





1.1.  **Definitive
      Definitions.** In this
      Agreement the following terms shall have the following meanings, whether used
      in
      the singular or plural as appropriate.





“ **Interest** ”
means
      the interest from the Servicing Party’s


“ **Receivable** ”
means
      all receivables generated by Servicing Party’s management of the
      Assets;





“ **Receivable
      Account** ”
means
      the designated account to be set up within China by Servicing Party or its
      designee into which Servicing Party is to deposit all Receivable.





**“Receivable
      Expenses** ”
means
      all expenses reasonably incurred by Servicing Party in connection with its
      management services other duties on behalf of Owner, including legal and other
      fees and costs.





“ **Deposit
      Account** ”
means
      the account to be set up by Owner into which Servicing Party will wire
      Receivable money into at Owner’s direction.





“ **Event
      of Breach** ”
means
      the events described in Section 8 of this Agreement.





“ **Governmental
      Regulation** ”
means
      the law, regulation, order, opinion, rule, decision and direction of any and
      all
      relevant governmental oversight agencies and/or committees.





“ **Significant
      Asset** ”
means
      any asset or class of assets which value is at least ten percent (10%) of
      Owner’s total assets as of the date of this Agreement.





“ **Service
      Fee** ”
means
      the fee to be paid to Servicing Party in accordance with Section 6.1 of this
      Agreement.





“ **Successor
      Servicing Party** ”
means
      the party to assume from Servicing Party the services to be provided as set
      forth in the Agreement, to be mutually agreed upon by Owner and Servicing
      Party.





1.2.  **Accounting
      Terms** .
      Except
      otherwise set forth herein, all accounting terms used in the Agreement shall
      be
      interpreted in accordance with China’s general accepted accounting principles,
      and all accounting decisions and financial reports to be provided hereunder
      shall be in accordance with China’s general accounting principles.




2.  **Appointment
      of Servicing Party**





2.1.  **Appointment** .
      Pursuant to the terms of this Agreement, Owner hereby appoints Servicing Party,
      on an exclusive basis, to provide management services, including without
      limitations the services set forth on Attachment
      3 ,
      with
      respect to the Assets, and grants Servicing Party all of Owner’s rights
      thereunder. Unless permitted under this Agreement, Owner





may
      not
      terminate the above-described appointment of Servicing Party. Except as
      otherwise required by law or for obligations entered into prior to this
      Agreement, Owner and Shareholders agree that Owner may not engage in any
      transactions during the term of this Agreement that may affect the Assets or
      Owner’s rights, obligations and business operations (including existing pledges
      and other liabilities) without the express consent of Servicing
      Party.





2.2.  **Independent
      Contractor** .
      In
      providing the services as set forth in the Agreement, Servicing Party is an
      independent contractor, and shall provide the services and take actions on
      behalf of Owner as such. Nothing in this Agreement shall be construed to mean
      that Servicing Party and Owner are partners or joint-venturers, or that
      Servicing Party is an agent of Owner. Servicing Party may retain the services
      of
      sub-contractors, which services shall be deemed those to be provided by
      Servicing Party.





2.3.  **Acceptable
      Standard of Service** .
      Servicing Party shall exercise diligence and care and, in accordance with the
      terms of this Agreement, provide all services as permitted under Chinese law
      and
      in strict compliance with generally accepted commercial practice and standard
      of
      China.





2.4.  **Further
      Cooperation** .





2.4.1  Owner
      agrees to pledge all of its Assets and accounts receivable to Servicing Party
      as
      guaranty of Owner’s obligations under the Agreement. Owner and Shareholders
      shall take all actions required for the pledge, including without limitations
      executing all related documents and registrations.





2.4.2  Except
      for the quarterly report as set forth in Section 5.1 of the Agreement, Servicing
      Party shall timely report to Owner as to the management of the Assets, which
      Servicing Party has agreed to be in the aggregate amount of Two Million Renminbi
      (2,000,000 RMB). Upon receipt of a report, Owner has 7 working days to provide
      Servicing Party with comments and suggestions, which Servicing Party agrees
      to
      take into consideration and to implement when it is commercially reasonable
      to
      do so, in rendering its services in the future.





2.4.3  Upon
      reasonable request from Owner, including its management, employees and
      authorized representative (such as its accountants and lawyers), Servicing
      Party
      shall furnish the requested information. Servicing Party agrees (i) to cooperate
      with Owner in order to facilitate the services relating to the Assets, and
      (ii)
      to immediately provide Owner with the relevant documents necessary to effectuate
      the services to be provided by Servicing party, and take all such further
      actions as deemed necessary.





2.4.4  To
      facilitate the ability of Servicing Party to provide the services set forth
      in
      this Agreement, Owner hereby grants Servicing Party its power of attorney,
      attached hereto as Attachment
      2 .





2.5.  **Meeting
      and Communication** .
      Servicing Party and Owner shall meet regularly to review Servicing Party’s
      services. Servicing Party shall designate a primary contact person to whom
      Owner
      may direct all inquiries concerning Servicing Party’s services.





2.5.1  Servicing
      Party will respond in a commercially reasonable manner to any Owner’s inquiry
      regarding Servicing Party’s services. Servicing Party will implement in a
      commercially reasonable manner any Owner’s suggestions regarding Servicing
      Party’s services.





2.5.2  Servicing
      Party will communicate with Owner regarding any issues relating to the Assets
      that may affect the ability to maintain Owner’s business
      operations.




3.  **Records**





3.1.  **Maintaining
      Records** .
      Servicing Party shall maintain all records relating to the Assets, including
      all
      communications with between Servicing Party and third-parties regarding the
      Assets.





3.2.  **Original
      Documents** .
      Servicing Party shall be entrusted with and maintain all original Owner’s
      documents, including without limitations documents containing original
      signatures and company seals. Servicing Party shall not release original
      documents to any individual or entity other than Owner.





3.3.  **Examination
      of Records** .
      Upon
      3-month notice, Owner or its representative may (i) examine any and all records
      and documents described in this Section 3, and (ii) discuss with the management
      and employees of Servicing Party regarding the records and documents, provided
      that any such examination does not affect Owner’s other rights under this
      Agreement and is undertaken in a manner that minimizes any interference with
      Servicing Party’s normal operations. Owner shall assume all expenses incurred in
      connection with the examination described herein.




4.  **Servicing
      Party’s Obligations**





4.1.  **Receivable
      Account** .
      After
      the execution of this Agreement, Servicing Party shall immediately set up the
      Receivable Account either in its name or in Owner’s name. The money to be
      deposited in the Receivable Account shall be without deduction of the Service
      Fee. Owner is entitled to any interests earned or credits extended arising
      from
      the Receivable Account.





4.2.  **Servicing
      Party as Owner’s Administrator** .
      Owner
      hereby appoints Servicing Party as its administrator, to collect and deposit
      the
      Receivable into the Receivable Account. Owner is the sole beneficiary of the
      Receivable, the Assets and related rights. Servicing Party shall not commingle
      the Receivable with its own funds. Until a Receivable is deposited into the
      Receivable Account, Servicing Party shall hold any such Receivable in trust
      for
      the benefit of Owner.





4.3.  **Late
      Payment and Breach** .
      If any
      third party breaches its obligations, Servicing Party shall take all
      commercially reasonable actions to seek damages from such third
      party.





4.4.  **Certain
      Rights of Owner** .
      In the
      event of any one of the following: (i) a court order to assist a third-party
      involuntary bankruptcy, (ii) a court order to appoint an administrator, trustee
      or someone serving similar functions with respect to the assets of a
      third-party, or (iii) a court





order
      to
      cease the business operation of a third party (these three events are
      collectively referred to as “Third-Party Bankruptcy Event”), Servicing Party
      shall immediately establish and maintain Owner’s rights with respect to any such
      third-party.




5.  **Financial
      Reports**





5.1.  **Quarterly
      Report** .
      Beginning on March 31, 2006, Servicing Party shall provide Owner with quarterly
      reports within thirty (30) days from the last day of each quarter, to enable
      Owner to review and assess (i) Servicing Party’s services, (ii) the Assets, and
      (iii) any third-party breach. The quarterly report shall conform to the format
      to be agreed to by Owner and Servicing Party, and shall describe Servicing
      Party’s services and efforts in collecting the Receivable during the relevant
      time period.





5.2.  **Indemnification
      Notice** .
      Beginning on March 31, 2006, Servicing Party shall, on a quarterly basis, notify
      Owner in writing within thirty (30) days from the last day of each quarter
      the
      following:





5.2.1
      any
      litigation, investigation or proceedings relating to the Assets;





5.2.2
      any
      notices from a governmental agency to (A) suspend or revoke any licenses,
      permits, registration or membership of Servicing Party necessary for its
      operation or the services to be provided under this Agreement or (B) suspend
      or
      cease any of the services or operations of Servicing Party, which suspension
      cessation will detrimentally affect Servicing Party’s ability to carry out its
      obligations under this Agreement.





5.3.  **Transfer
      of Records** .
      Within
      thirty (30) days from the termination of this Agreement, at the request of
      Owner, Servicing Party shall transfer all records and documents to Owner, except
      for such records and documents already in Owner’s possession. Owner shall bear
      all expenses relating to said transfer.





5.4.  **Report
      of Independent Auditor** .
      During
      the term of this Agreement, Owner has the right each year to request that
      Servicing Party retain an independent auditor in China to audit the relevant
      books and records. The auditor shall provide owner with a copy of its audit
      report, which shall disclose all of the findings of the auditor. Owner shall
      bear all expenses relating to the independent auditor.




6.  **Service
      Fee**





6.1.  **Service
      Fee** .
      In
      consideration of its services, Servicing Party shall be entitled to the
      following fees: ninety-five percent (95%) of the total amount deposited into
      the
      Receivable Account (as determined by the quarterly report from Servicing Party),
      minus Owner’s operating costs and related expenses.





6.2.  **Payment
      by Owner** .





6.2.1  At
      any
      time that the balance of the Receivable Account exceeds 10,000,000 RMB
      (excluding Service Fee and Receivable Expenses), Servicing Party shall deduct
      Service Fee and Receivable Expenses, and deposit the remaining sum in the
      Deposit Account.





6.2.2  At
      any
      time it incurs a Receivable Expense, Servicing Party may reimburse said
      Receivable Expense from the Receivable Account.





6.2.3  Provided
      that there is no breach of Section 8.2 of this Agreement, and after Servicing
      Party has verified with Owner the Receivable Expense and the amount of money
      deposited into the Deposit Account, the remaining sum shall be deemed to be
      the
      Service Fee earned by Servicing Party.




7.  **Covenants
      by Servicing Party**





7.1.  **Standing,
      Status and Authority** .
      During
      the term of this Agreement, Servicing Party shall maintain its good standing
      and
      its ability to carry out its obligations under this Agreement. Servicing Party
      has the authority to enter into this Agreement and provide all the services
      set
      forth herein and is not in breach or in conflict with its organizational
      documents or the relevant laws.





7.2.  **Servicing
      Party’s Performance of Its Services** . **** Except
      as
      otherwise provided herein, Servicing Party shall not, in providing its services,
      cause detriment to (i) the obligations of any third-party, (ii) any records
      and
      files, (ii) the rights of Owner under this Agreement, or (iv) the exercise
      of
      Owner’s rights relating to the Assets.





7.3.  **Termination
      Right** .
      Servicing Party may terminate this Agreement at any time in accordance with
      the
      terms of the Agreement.




8.  **Breach**





8.1.  **Breach
      by Servicing Party** .
      Servicing Party shall have 30 days after notice from Owner to correct any breach
      of its obligations under the Agreement. If Servicing Party fails to correct
      the
      breach, Owner shall commence legal action against Servicing Party.





8.2.  **Breach
      by Owner** .
      The
      failure by Owner of its obligations under this Agreement shall constitute a
      breach (unless Owner can demonstrate that such failure is the result of events
      beyond its control). Owner shall have 30 days after notice from Servicing Party
      to correct any breach of its obligations under the Agreement.





8.3.  **Remedies** .





8.3.1
      The
      rights, privileges, powers, and remedies available to Owner hereto are
      cumulative and not exclusive of any other rights, privileges, powers, or
      remedies otherwise available to Owner. Additionally, Owner has the right to
      terminate its pledge, if any, to guaranty its performance of this Agreement.





8.3.2
      The
      rights, privileges, powers, and remedies available to Servicing Party hereto
      are
      cumulative and not exclusive of any other rights, privileges, powers, or
      remedies otherwise available to Servicing Party. Additionally, Servicing Party
      has the right to terminate its pledge, if any, to guaranty its performance
      of
      this Agreement.




9.  **Indemnification**





9.1.  **Indemnification
      by Servicing Party** .
      Servicing Party shall indemnify and hold Owner harmless from and against any
      and
      all damages, losses, liabilities, expenses, settlement funds, attorney fees
      and
      all related costs incurred by Owner (collectively hereinafter “Owner Damages”)
      arising from (i) Servicing Party’s breach of its obligations, or (ii) Servicing
      Party’s breach of its covenants and warranties, except that Servicing Party
      shall not be liable for any Owner Damages caused by (a) any third-party, (b)
      Owner, and (c) actions taken by Servicing Party at the direction of Owner.
      Except for the Owner Damages, Servicing Party shall not assume liability for
      other damages, liquidated damages or damages to Owner’s goodwill.





9.2.  **Indemnification
      by Owner** .
      Owner
      shall indemnify and hold Servicing Party harmless from and against any and
      all
      damages, losses, liabilities, expenses, settlement funds, attorney fees and
      all
      related costs incurred by Servicing Party (collectively hereinafter “Servicing
      Party Damages”) arising from (i) Owner’s breach of its obligations, or (ii)
      Owner’s breach of its covenants and warranties, except that Owner shall not be
      liable for any Servicing Party Damages caused by (a) Servicing Party, and (c)
      actions taken by Owner at the direction of Servicing Party. Except for the
      Servicing Party Damages, Owner shall not assume liability for other damages,
      liquidated damages or damages to Servicing Party’s goodwill.




10.  **Term**





10.1.  **Term
      of this Agreement** .
      In
      accordance with Section 11.1 of this Agreement, this Agreement shall commence
      on
      January 5, 2006, and shall terminate at the earlier of:





10.1.1
      Twenty (20) years from the execution of this Agreement (hereinafter the
“Term”);





10.1.2
      The mutual agreement of the parties to terminate the Agreement;





10.1.3
      The termination of this Agreement by Servicing Party.





10.2.  **Effect
      of Termination** .
      Either
      before the end of the Term, or within three months after the termination by
      mutual agreement of the parties or by Servicing Party:





10.2.1  Servicing
      Party shall transfer all of its services to the Successor Servicing Party,
      including without limitation, direct all third-parties to transfer all
      Receivable to the account or location designated by Owner. However, in the
      event
      that at the end of the term there is no Successor Servicing Party or Owner
      and
      Servicing Party have not agreed to extend the Term, then all remaining Assets
      shall be auctioned off in a commercially reasonable manner with consent from
      Owner;





10.2.2  The
      termination of the Agreement shall not affect any rights that Owner has during
      the course of the Term; and





10.2.3  After
      the termination of the Agreement, Owner shall have no further obligations with
      respect to the Service Fee, and Servicing Party with respect to the services
      relating to the Assets.




11.  **General
      Provisions**





11.1.  **Ownership** .
      All
      receipts, all records and files as described in Section 3 of this Agreement,
      and
      all related documents are the sole and exclusive property of Owner.





11.2.  **Applicable
      Law and Jurisdiction** .
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the PRC. Any dispute arising out of this Agreement shall be submitted to
      arbitration in Beijing under the auspices of China International Economic and
      Trade Arbitration Commission. During the period when a dispute is being
      resolved, the parties shall in all other respects continue their implementation
      of this Agreement.





11.3.  **Notice** .
      Except
      as otherwise provided, all notices pursuant to this Agreement shall be written
      in Chinese and English and delivered personally, or sent by registered mail
      of
      by facsimile transmission to the address of the parties set forth below (or
      to
      the address or facsimile number provided by a party in writing 5 days before
      the
      notice). The date when the notice is deemed duly served shall be determined
      as
      follows: (a) a notice delivered personally is deemed duly served upon the
      delivery, (b) a notice sent by facsimile transmission is deemed duly served
      upon
      the completion of the transmission, except that if the notice is transmitted
      on
      a non-work day, the notice is deemed duly served upon the first work-day
      thereafter.





**Shanxi
      Bestlink Management Consulting Co., Ltd.**


Business
      Address: 8/F, Beicang Building, Jianshe North Road No76, Taiyuan, Shanxi
      Province, PRC


Attn:
      Beicang Hou


Fax:
      0351-4656787





**Pinglu
      County Changhong Ferroalloy Co., Ltd.**


Business
      Address: 6
      residents group, Shangling Village ,
      MaoJin
      Economic Development Zone,PingLu County, ShanXi province, PRC


Attn:
      Yanting Ren


Fax:
      0359-3553666





**Beicang
      Hou**


Business
      Address: 12/F, Beicang Building, Jianshe North Road No76, Taiyuan, Shanxi
      Province, PRC


Attn:
      Beicang Hou


Fax:
      0531-4656111





**Yaoting
      Ren**


Business
      Address: 6
      residents group, Shangling Village ,
      MaoJin
      Economic Development Zone, PingLu County, ShanXi province, PRC


Attn:
      Yaoting Ren


Fax:
      0359-3553666





**Zengguan
      Li**


Business
      Address: 6
      residents group, Shangling Village ,
      MaoJin
      Economic Development Zone, PingLu County, ShanXi province, PRC


Attn:
      Zengguan Li


Fax:
      0359-3553666





11.4.  **Headings** .
      Headings in this Agreement are for convenience only and shall not be used to
      interpret or construe the provisions of this Agreement.





11.5.  **Severability** .
      If any
      provision of this Agreement shall be held to be prohibited by or invalid under
      any applicable law, such provision shall be ineffective only to the extent
      of
      such prohibition or invalidity, without invalidating the remaining provisions
      of
      this Agreement.


11.6.  **Assign** .
      This
      Agreement shall be binding upon the parties’ successors and assigns .





11.7.  **Surrender
      of Rights** .
      The
      untimeliness or delay by any party in the execution or implementation of this
      Agreement shall not be deemed as surrender by that party of its rights under
      the
      Agreement. A party may only surrender its rights under the Agreement in writing.





11.8.  **Further
      Actions** .
      The
      parties shall take all such further actions as necessary to implement and
      effectuate this Agreement.





11.9.  **Expenses** .
      Except
      as otherwise provided, each party is to bear its own expenses incurred relating
      to the negotiation and preparation of this Agreement.





11.10.  **Counterparts** .  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which taken together shall constitute one and
      the
      same instrument.





11.11.  **Language** .
      The
      language of this Agreement shall be in Chinese and English.






[Remainder
      of the Page Intentionally Blank]










[Signature
      Page]





**In
      witness whereof** ,
      the
      parties have signed this Agreement as of the date and year first written
      above.





Owner:


**Pinglu
      County Changhong Ferroalloy Co., Ltd.**








/s/
      Beicang Hou


Legal
      Representative








/s/
      Beicang Hou


**Beicang
      Hou** ,
      Shareholder








/s/
      Yaoting Ren


**Yaoting
      Ren** ,
      Shareholder








/s/
      Zengguan Li


**Zengguan
      Li** ,
      Shareholder








Servicing
      Party:


**Shanxi
      Bestlink Management Consulting Co., Ltd.**








/s/
      Beicang Hou


Authorized
      Representative










Attachment
      1


Assets





1.
            All
                the rights to use of Owner with respect to assets and inventories
                however
                owned by Owner (“Assets”), including without limitations cash, equipments
                and machinery, land use rights, factories and
                construction-in-progress.





2.
            All
                contracts, permits, authorizations of Owner (with any amendments,
                additions, restatements are collectively referred to as “Business
                Agreements”) and rights thereto.





3.
            All
                agreements, files, records, communications (including without limitation
                all programs, storage tapes, software and related intellectual property
                rights are collectively referred to as
                “Records”).





4.
            All
                benefits and liabilities relating to Items 1 and 2
                above.











Attachment
      2


Power
      of
      Attorney





**Pinglu
      County Changhong Ferroalloy Co., Ltd.** (“Pinglu
      Ferroalloy”) hereby grants **Shanxi
      Bestlink Management Consulting Co., Ltd.** (“Bestlink”)
      on an exclusive basis to manage all of the assets (“Assets”) of Pinglu
      Ferroalloy and to represent Pinglu Ferroalloy in contract negotiation and all
      other business matters, using all methods permissible under PRC law (including
      without limitations legal proceeding, debt collection, debt consolidation,
      debt
      negotiation and settlement.





To
      avoid
      any conflict, Bestlink is hereby granted the right, without the prior consent
      of
      Pinglu Ferroalloy, to: (1) appoint attorneys, accountants and other consultants,
      (2) negotiate, (3) forgive or settle debts, and (4) take all other actions
      that
      Bestlink believes is necessary and/or appropriate to manage the Assets and
      perform related services, including without limitation to communicate with
      any
      oversight governmental agencies.





Pinglu
      Ferroalloy has the authority to grant Bestlink all the rights
      herein.





This
      Power of Attorney is effective as of January 5, 2006 and shall expire on
      December 31, 2025.





**Pinglu
      County Changhong Ferroalloy Co., Ltd.**






/s/
      Beicang Hou


Authorized
      Representative




Dated:
      1/5/2006










Attachment
      3


Description
      of Management Services





1.
            General
                Management:





To
      advise
      and assist with business operation and to provide consulting service, especially
      with respect to organization of production lines and quality
      control.





2.
            Human
                Resource:





(i)
            To
                advise and assist with Pinglu Ferroalloy’s human resource, including
                hiring and retention of management and administrative personnel and
                workers;





(ii)
            To
                train and develop management and administrative personnel and
                workers;





(iii)
            To
                assist Pinglu Ferroalloy with management of
                payroll;





(iv)
            To
                advise and assist Pinglu Ferroalloy with changes in management and
                employee personnel.





3.
            Sales
                Distribution Management:





To
      assist
      Pinglu Ferroalloy with managing and developing sales distribution
      channels





4.
            Other
                Services:





To
      be
      determined as mutually agreed by the parties.