**EXHIBIT
      10.5**





**Option
      Agreement**


(English
      Translation)





**Beicang
      Hou** ,
      a
      citizen of the People’s Republic of China (“PRC”), Identification Card No.:
      140103630213215 (hereinafter “Party A” or “Shareholder”).





**Shanxi
      Bestlink Management Consulting Co., Ltd.** ,
      a legal
      person under the laws of the PRC, with its legal address 8/F, Beicang Building,
      Jianshe North Road No76, Taiyuan, Shanxi Province, PRC, its facsimile number
      as
      0351-4656787, and its legal representative as Beicang Hou (hereinafter “Party B”
or “Option Holder”).





**Yaoting
      Ren** ,
      a
      citizen of The People's Republic of China, Identification Card No.:
      142732641117001 (hereinafter “Party C”).





**Pinglu
      County Changhong Ferroalloy Co., Ltd.** ,
      a legal
      person under the law of the PRC, with its legal address in the 6
      residents group , Shangling Village ,
      MaoJin
      Economic Development Zone, PingLu County, ShanXi province, PRC, its facsimile
      number as 0359-3553666, and its legal representative as Beicang Hou (hereinafter
      “Party D” or “Company”).





**Zengguan
      Li** ,
      a
      citizen of The People's Republic of China, ID card number: 142732660225001
      (hereinafter “Party E”).





Party
      A
      holds more than 51% of Party D’s outstanding shares (the “Shares”), and is the
      legal holder and beneficiary of the Shares to be optioned hereunder.





The
      parties hereto have agreed to enter into certain agreements for loan, operation
      and services, and will execute those agreements concurrently with this option
      agreement (the “Agreement”).





As
      g uarantee
      of Party
      B’s
      rights in the above-described agreements, Party A hereby grants Party B an
      option, and the parties agree as follows as of January 5, 2006:




**Article
      1**  **Definition**





Unless otherwise
      provided, the following terms shall be defined as follows in this Agreement:





“ **Option** ”:
      shall
      refer to the option set forth in Section 2.1 of this Option
      Agreement;




**“Encumbrances** ” :
      shall
      refer to all encumbrances ,
      including lien, mortgage,
      and pledge, attached
      to the option;





“ **Exercise
      Period** ”:
      shall
      be from the effective date of this Option Agreement to the earlier of (a)
      December 31, 2025; (b) the establishment of a liquidation committee by the
      Company.




“ **Optioned
      Shares** ”:
      shall
      refer to all or any of the Shares that Party A owns in the Company.





“ **Method
      of Option Exercise** ”:
      shall
      be determined by the documents signed jointly by Party A and Party B from the
      effective date of this Option Agreement through the Exercise Period.





“ **Parties** ”:
      shall
      refer collectively to Party A, Party B, Party C, Party D, and Party
      E.




**Article
      2**  **Application
      and E** **xercise
      of Option Rights**





2.1  In
      consideration of the financial support and management services to be provided
      by
      Party B, Party A hereby grants Party B or its designee the Option to acquire
      all
      or any of the Shares of Party A during the Exercise Period in accordance with
      this Agreement.





2.2  At
      any
      time during the Exercise Period, Party B may notify Party A in writing (the
      “Initial Notice”) of its intention to exercise the Option. Within
      5
      working days of the Initial Notice, Party
      A
      shall communicate to Party B in writing as to Party B’s shortcomings as to the
      disclosures and promises that it made (“ Disclosure
      Letter ”).  Party
      B
      may exercise the Option within 5 working days of its receipt of the Letter
      or
      within 15 working days after the Initial Notice, and shall issue a notice to
      Party A regarding the exercise of option (“Option Exercise Notice”). The
      transfer of the Optioned Shares shall become effective 3 days from the date
      of
      the Option Exercise Notice (“Exercise Date”), and
      the Disclosure Letter shall be
      Party A’s disclosures and promises. The Disclosure Letter may be
      revised upon mutual consent of Party A and Party B.




2.3  Within
      two days of the Exercise Date (in accordance with Beijing Time), Party A and
      Party B shall execute the agreement to transfer the Optioned Shares (“Share
      Transfer Agreement”). The exercise price shall be Party A’s original paid-in
      price of the Optioned Shares, or a different price agreed to by the parties,
      provided that any such price cannot exceed the appraisal price of a PRC
      register-capital appraiser. On the Exercise Date, Party A shall transfer to
      Party B the Optioned Shares, and Party B shall have no obligation to pay until
      the transfer of the Optioned Shares is effective.





2.4  Party
      C
      and Party E hereby consent to this Agreement, and hereby forfeit any rights,
      including preferential rights, that they may have contractually or be legally
      entitled to with respect to the Option, and shall cooperate as necessary to
      facilitate in the transactions contemplated herein, including the execution
      of
      all documents to evidence their consent hereto. Party D hereby consent to this
      Agreement and shall cooperate with the other parties as necessary.





2.5.   If
      Party
      A attempts to transfer the Shares, Party B shall have the right of first refusal
      with respect to these shares, upon the same terms and conditions of the
      attempted transfer.







**Article
      3**  **Representations
      and Warranties**




3.1  Party
      A
      hereby represents and warrants to Party B as follows:





3.1.1  Party
      A
      is the legal holder and beneficiary of the Optioned Shares;


3.1.2  Except
      for this Agreement, the Optioned Shares have no Liabilities and are not subject
      to any other option and/or similar arrangements.





3.1.3  Party
      A
      has the authority to enter into this Agreement, including all necessary
      authorization and approval of third parties, if any. In entering into this
      Agreement, Party A will not be in breach of the Company’s bylaws or any
      applicable laws, regulations, orders or agreements.





3.1.4  During
      the Exercise Period, Party A may not, without Party B’s express written consent,
      encumber or cause to be encumbered the Optioned Shares in any way.





3.1.5  Party
      A
      agrees and acknowledges that Disclosure
      Letter will be
      its disclosures and promises under the Share Transfer Agreement. Accordingly,
      from the execution of this Agreement until the execution of the Share Transfer
      Agreement, Party A shall not take any action that may render the disclosures
      and
      promises of the Disclosure
      Letter untrue
      or inaccurate, and in the event that any such action is taken, shall notify
      Party B in writing within 2 days of taking the action.





3.1.6  Party
      A
      shall maintain the existence and normal operations of the Company, and shall
      not
      amend the Company bylaws or other documents.





3.1.7  Party
      A
      will borne all expenses incurred in connection with the transactions
      contemplated herein.





3.1.8  Party
      A
      hereby acknowledges the efforts and expenses incurred by Party B in connection
      with this Agreement, and agrees that in the event of breach by Party A,
      liquidated damages in the sum of RMB 8 million represents a fair and equitable
      sum for Party B’s damages. Party A further acknowledges that in addition to the
      liquidated damages, Party B may elect to continue this Agreement.





3.2  Party
      B
      hereby represents and warrants that it is authorized to enter into this
      Agreement.




**Article** **4**  **Validity
      of Agreement**





This
      Agreement is effective upon the parties’ execution and seal. If no Option
      Exercise Notice is issued on or before the last day of the Exercise Period,
      this
      Agreement shall automatically terminate on the last day of the Exercise
      Period.







**Article
      5**  **Authorization**




5.1  To
      carry
      out the terms of this Agreement, Party A hereby irrevocably grants Party
      B
      the authority to sign on its behalf any and all necessary documents and to
      comply with any and all other formalities, and Party A may provide Party B
      with
      the necessary proxy to effectuate this herein provision, which proxy shall
      exclude all matters beyond the scope of this Agreement. Said proxy shall
      automatically terminate 90 days from the termination date of this Agreement.





5.2  From
      the
      effective date of this Agreement until December 31, 2025, Party A hereby
      irrevocably and without condition entrust Party B or its designee with all
      of
      Party A’s voting rights as a shareholder of the Company. Party B shall have
      complete autonomy to exercise such rights, including the election of Company
      management and all other matters.




**Article** **6**  **Confidentiality**





6.1  The
      parties shall maintain in confidence all matters relating to a transfer of
      the
      Optioned Shares.





6.2  If
      any
      party breaches the confidentiality obligation, said party shall be liable for
      all resulting damages to the other parties and to the Company.





**Article
      7**  **Breach**




7.1  A
      breaching party shall pay the non-breaching party the sum of RMB 1 million
      as
      penalty for breach of the confidentiality provision or any of the party’s
      representations and warranties.





7.2  Party
      A hereby
      agrees and acknowledges that the terms of this Agreement, including Article
      5
      above, are crucial to Party B and its business objectives, and Party A hereby
      agrees that in the event of its breach of this Agreement, Party B may elect
      to
      have Party A specifically perform its obligations thereto.





7.3   If
      the
      terms of this Agreement cannot ultimately be performed, the breaching party
      shall be liable for all the direct economic damages of the non-breaching party.
      If the damages cannot be determined, then the breaching party shall pay as
      penalty to the non-breaching party a sum equal to twenty percent of the price
      of
      the Optioned Shares.




**Article
      8**  **Resolutions
      Applicable to Law and Disputes**





8.1  This
      Agreement shall be governed by the laws of the PRC.





8.2  The
      parties shall strive to settle any dispute arising from this Agreement
      through





friendly
      consultation. In case no settlement can be reached through consultation, either
      party may submit the dispute to China International Economic and Trade
      Arbitration Commission (“CIETAC”) for arbitration in accordance with the rules
      of CIETAC. The arbitration proceedings shall take place in Beijing and shall
      be
      conducted in Chinese. The losing side shall bear all arbitration-related fees.




**Article
      9**  **Other
      conditions**





9.1  If
      any
      clause of this Agreement is determined to be invalid or non-enforceable, such
      clause shall be deemed invalid only with respect to the affected clauses, and
      without affecting other clauses of the Agreement in any way.





9.2   Notices
      pursuant to this Agreement shall be written in Chinese and shall be delivered
      or
      sent by mail, telegram or facsimile transmission to the address of the relevant
      party set forth below. A party shall provide written notice of any change in
      address or facsimile number within 10 days prior to the change.





Party
      A:
      Beicang Hou


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


Facsimile: 0351-4656111


Attention:
      Beicang Hou





Party
      B:
      Shanxi Bestlink Management Consulting Co., Ltd.


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


Facsimile:
      0351-4656787


Attention:
      Beicang Hou





Party
      C:
      Yaoting Ren


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


Facsimile:
      0359-3553666


Attention:
      Yaoting Ren





Party
      D:
      Pinglu County Changhong Ferroalloy Co., Ltd.


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


Facsimile:
      0359-3553666


Attention:
      Yaoting Ren





Party
      E:
      Zengguan Li


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


Facsimile:
      0359-3553666


Attention:
      Zengguan Li








The
      date
      when the notice is deemed duly served shall be determined as follows: (a) a
      notice delivered personally or
      mailed
      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.





9.3  This
      Agreement and any attachment thereto constitute the entire agreement of the
      parties relating to the subject matter of this Agreement and supersedes all
      previous agreements or understanding. No amendment of this Agreement shall
      be
      valid unless it is in writing and signed by the Parties.





9.4  This
      Agreement shall be in Chinese, with 6 copies, one to each of Party A, Party
      C,
      Party D and Party E and two copies to Party B.





Party
      A:





/s/
      Beicang Hou


**Beicang
      Hou**


Date:
      January 5, 2006





Party
      B:


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





/s/
      Beicang Hou


Legal
      Representative


Date:
      January 5, 2006





Party
      C:





/s/
      Yaoting Ren


**Yaoting
      Ren**


Date:
      January 5, 2006





Party
      D:


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





/s/
      Beicang Hou


Legal
      Representative


Date:
      January 5, 2006





Party
      E:





/s/
      Zengguan Li


**Zengguan
      Li**


Date:
      January 5, 2006