**EXHIBIT
      10.6**





**Loan
      Agreement**


(English
      Translation)





Borrower:
            Pinglu
                County Changhong Ferroalloy Co., Ltd.Legal
                Representative:
            Beicang
                HouAddress:
            6
                residents group, Shangling Village, Development ZoneLender
                (Pledgee):
            Shanxi
                Bestlink Management Consulting Co., Ltd.Legal
                Representative:
            Beicang
                HouAddress:
            8/F,
                Beicang Building, Jianshe North Road No76, Taiyuan, Shanxi Province,
                PRCGuarantor
                (Pledgor):
            All
                of the shareholders of the Borrower, being Beicang Hou, Yaoting Ren
                and
                Zengguan LiAddress:
            12/F,
                Beicang Building, Jianshe North Road No76, Taiyuan, Shanxi Province;
                PRC
                Liuxiang South Road No48,Taiyuan City, Shanxi Province,
                PRC





This
      agreement (“Agreement”) is entered into in Taiyuan on January 5, 2006 by the
      above parties (“Parties”) pursuant to all applicable laws and regulations and
      upon the mutual consent of the  Parties
      to adhere to the herein terms.




**Terms
      of the Loan**





Article
      1  Use
      of
      Proceeds





Borrower
      shall use the proceeds of the loan in connection with the cash flow necessary
      for Borrower’s operations.





Article
      2  Loan
      Amount





The
      amount of the loan is Renminbi Five Hundred Thousand (RMB 500,000) (“Loan”).
      Based on Borrower’s operations, Lender and Borrower may agree at any time to
      increase the amount of the Loan. Borrower hereby warrants that, without Lender’s
      written consent, Borrower may not borrow money or request loan guaranty from
      third parties, and may not incur additional debts.





Article
      3  Term





The
      term
      of the Loan is from January 5, 2006 until December 31, 2025.





Article
      4  Interest
      Rate; Late Payment Penalty





4.1  Interest
      Rate







The
      Loan
      shall be interest-free.





4.2  Late
      Payment Penalty





A
      daily
      late payment penalty shall be imposed on any amount of the Loan not repaid
      at
      the end of the Term, at the rate of 0.005% of the unpaid balance per day.





If
      Borrower fails to repay the entire Loan at the end of the Term, Lender may
      exercise its rights as Pledgee.





Article
      5  Payment
      of Loan





Lender
      shall pay the proceeds of the Loan in installments, in the total sum of RMB
      500,000 on or before the end of 2006.





Article
      6  Repayment
      of Loan





Borrower
      shall repay the Loan in yearly installment payments.





Article
      7  Early
      Repayments





Borrower
      may not make early repayments of the Loan without Lender’s written consent. In
      the event that Borrower is experiencing financial difficulties, Lender may
      demand for the immediate repayment of the Loan or, in the alternative, exercise
      its rights as Pledgee to recover the Loan amount.





Article
      8  Borrower’s
      Rights and Obligations





8.1  Borrower
      shall complete all procedures to effectuate the pledge within 30
      days.





8.2  At
      Lender’s request, Borrower shall provide Lender or its designee with all
      financial, operational and management information, which information Borrower
      warrants to be complete, current and accurate.





8.3  Borrower
      warrants to timely repay the Loan and interests, if any.





8.4  Lender
      or
      its designee may examine Borrower’s financial records.





8.5  Borrower
      shall notify Lender in writing within 7 days of the occurrence or likely
      occurrence of the following:





8.5.1  Any
      dispute between Pledgor and a third party





8.5.2  Any
      lawsuit, arbitration or administrative actions that affect or may affect
      Borrower’s ability to repay the Loan







8.5.3
            Any
                other event that affect or may affect Borrower’s ability to repay the
                Loan





Article
      9  Lender’s
      Rights and Obligations





9.1  Lender
      has the right to timely receive repayment of the Loan in full.





9.2  Lender
      has the right to examine and verify the legality of all documents and records
      provided by Borrower, including the use of the Loan proceeds.





9.3  Lender
      shall maintain the pledge certificate and all related documents.




**Guaranty**





Article
      10.  This
      Agreement is guaranteed by a pledge and a guaranty.





Article
      11.  Terms
      of
      the Pledge.





11.1  Pledgor
      hereby acknowledges that this Agreement is crucial to Lender’s allocation of its
      capital, and agrees that the Pledge be effectuated pursuant to Attachment
      1 ,
      and
      further guarantees Borrower’s performance of the terms and conditions of this
      Agreement.





In
      the
      event of Borrower’s breach, and in addition to any other rights of Lender,
      Lender may enforce this Agreement against Pledgor to the extent of Pledgor’s
      guaranty, including the right to demand Pledgor to transfer all pledged shares
      to Lender or its designee based on the initial paid-in price of the register
      capital.





11.3  Pledgor
      shall provide Lender with all legally required documents effectuating the Pledge
      within 10 working days from the effective date of this Agreement.





11.4  The
      Pledge is separate and independent from all other terms of this Agreement.


If
      any
      clause of this Agreement is determined to be invalid or non-enforceable, Pledgor
      shall assume all liabilities to the extent of Pledgor’s guaranty. In the event
      that the Agreement between Lender and Borrower is deemed invalid, Pledgor shall
      assume all resulting liabilities of Lender.





11.5  At
      its
      own expense, Pledgor shall use its best effort and take all actions necessary
      to
      effectuate the Pledge and secure the rights of Lender as Pledgee.





Article
      12  Guaranty
      of Guarantor





12.1  Extent
      of
      Guaranty and Guaranty Amount





Guarantor
      hereby guarantees all of the obligations of Borrower and/or Pledgor under this
      Agreement, including actual damages resulting from breach of said obligations,
      as well as all expenses incurred by Lender to enforce its rights (including
      without limitations fees legal, arbitration, travel, administrative, appraisal
      and auction fees and expenses).







12.2  Form
      of
      Guaranty





The
      Guranty is jointly made, and shall be in effect from the effective date of
      this
      Agreement until Borrower and/or Pledgor has satisfied all obligations under
      the
      Agreement, but in no event earlier than December 31, 2025.





12.3  Effectuating
      the Guaranty





Pursuant
      to the request of Lender and/or Pledgee, Guarantor shall assist Borrower and/or
      Pledgor to satisfy their obligations under the Agreement, and Guarantor shall
      waive its right of protest.





12.4  Exemption





Guarantor
      shall further guarantee such other changes to the Agreement agreed to between
      Lender and/or Pledgee on the one hand and Borrower and/or Pledgor on the other,
      to the extent that such changes may increase the obligations of Borrower and/or
      Pledgor.





12.5  Effectiveness
      of the Guaranty





This
      Guaranty is effective from the signing of or affixing seal to this Agreement
      by
      Guarantor’s representative and delivering same to Lender and/or
      Pledgee.




**Breach**





Article
      13  Event
      of
      Breach





13.1  If
      Borrower obtains the Loan through false data or documentation





13.2  If
      Borrower fails to timely repay the Loan, interest or related fees





13.3  If
      Borrower uses the Loan proceeds for purposes other than as described in Article
      1





13.4  If
      Borrower refuses or otherwise prevent Lender (including its authorized
      representative) from supervising and inspecting the Borrower’s use of the Loan
      proceeds





13.5  If
      other
      debts or liabilities of Borrower affect or may affect its ability to satisfy
      its
      obligations to Lender





13.6  If
      Borrower is in financial difficulties or is involved in litigation, arbitration
      or other legal proceedings, the occurrence of any one of which in Lender’s
      opinion affect or may affect Lender’s rights under the Agreement





13.7  If
      any
      part or all of the Guaranty is ineffective or terminated or is not effectuated,
      and Borrower fails to secure new guaranty at the request of
      Lender







13.8  If
      Borrower disposes its assets or contractual rights without Lender’s
      authorization, or if any other event occurs that affect Borrower’s ability to
      repay the Loan





Article
      14  Remedies


On
      the
      occurrence of any Event of Breach, Lender shall be entitled to do any one of
      the
      following or combination thereof:





14.1  Declare
      the Loan due immediately and demand repayment of the Loan and all outstanding
      interests and related fees;





14.2  Exercise
      its rights under the Guaranty; and/or





14.3  Terminate
      its relationship with Borrower




**General
      Provisions**





Article
      15  During
      the Term, Borrower’s obligation to make annual repayments of the Loan is
      irrespective of Borrower’s ability to complete its plans





Article
      16  Dispute
      Resolution





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 Beijing
      in accordance with the rules of CIETAC. The decision of the CIETAC shall be
      final and binding upon all parties. During the period when a dispute is being
      resolved, the parties shall in all other respects continue their implementation
      of this Agreement.




Article
      17  Effective
      Date of this Agreement





This
      Agreement shall become effective on the date the representatives of all parties
      sign the Agreement.





Article
      18  Notice





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.





Article
      19  Four
      copies of this Agreement shall be made, one copy to each party, and each copy
      having the same force and effect.





[Remainder
      of Page Intentionally Blank]










[Signature
      Page]







Borrower:


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





/s/
      Beicang Hou


Legal
      Representative:








Lender
      (Pledgee):


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





/s/
      Beicang Hou


Legal
      Representative:







Guarantor:





/s/
      Beicang Hou


**Beicang
      Hou**








Guarantor:





/s/
      Yaoting Ren


**Yaoting
      Ren**








Guarantor:





/s/
      Zengguan Li


**Zengguan
      Li**