Exhibit 10.40

                            Share Transfer Agreement

      This  Share  Transfer   Agreement   (hereinafter   referred  to  as  "This
Agreement") is made on December 31 , 2005 in Tai'an City, Shandong Province, the
People's Republic of China (hereinafter referred to as "PRC")

BETWEEN:

      THE ASSIGNOR:  Singapore Eastern  Nanomaterials  Holdings Pte (hereinafter
referred to as the "Party A"), is legally registered under the laws of Singapore
      Registered office: Singapore
      Legal Person: Chen Xiangzhi
AND

      THE ASSIGNEE:  Faith Bloom Limited (hereinafter referred to as "Party B"),
is registered under the laws of British Virgin Islands.
      Registered office: British Virgin Islands
      Authorized representative: Zhang Xueyi

      WHEREAS:

      1.  Shandong  Haize  Nanomaterials  Co., Ltd  (hereinafter  referred to as
"Haize Nanomaterials") is a company duly organized, validly existing and in good
standing as a wholly foreign funded enterprise under the laws of the P.R.C, with
its registered office at Tai'an Youth Development Zone,  registered  capital RMB
46,530,000 yuan.
      2. Party A legally owned 100% registered  capital of Haize  Nanomaterials,
that is RMB 46,530,000 yuan.
      3.  Party A intends  to  transfer  the 100%  registered  capital  of Haize
Nanomaterials owned by Party A to Party B. ("Share transfer" the 100% registered
capital  of  Haize   Nanomaterials  and  all  relevant  rights,   interests  and
obligations). Party B intends to accept the shares. After the completion date of
the shares transfer,  Party B will possess the 100% registered  capital of Haize
Nanomaterials.



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      4. Through friendly consultation, both parties jointly agreed to cooperate
and promote the sale and purchase of shares smoothly.

      Regarding the sale and purchase of shares,  both Party A and Party B enjoy
the rights and assume the obligations  thereunder,  and enter into the agreement
as follows:

Article 1 Shares Transfer

      1.    According  to  provisions  of  this  Agreement,  Party A  agrees  to
            transfer the shares owned by Party A to Party B after the completion
            date of the shares transfer.
      2.    Party B agrees to accept the shares transferred by Party A according
            to the stipulations of this Agreement.
      3.    Upon the Agreement becoming effective,  Party B would be entitled to
            exercise  the  rights  of the  shareholders  as well  as  take  full
            obligations.  Party A shall not  enjoy any  rights  and  assume  any
            obligations and responsibilities relating to the transferred shares,
            unless this Agreement otherwise stipulates.

Article 2 Price of the Shares and Payment Terms

      1.    Party A and  Party B  jointly  confirm  that  Party  B  accepts  the
            consideration of transferred  shares in This Agreement,  and Party B
            pays Party A in cash. The consideration of transferred shares is USD
            5,765,200 after consultation between Party A and Party B.



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      2.    After the completion  date of shares  transfer,  Party B invests RMB
            46,530,000  yuan, and will possess 100% registered  capital of Haize
            Nanomaterials.   Party  A  will   not  own  any   shares   of  Haize
            Nanomaterials.
      3.    Party A and Party B  jointly  agree  that  Party B shall pay in full
            within  [30]  days to Party B after  the  completion  date of shares
            transfer.

Article 3 Representations, Warranties and Undertakings of Party A Party A hereby
represents warrants and undertakes that:

      1.    Party A has full power and  authority  to enter into this  Agreement
            and perform all rights and obligations to this  Agreement,  and this
            Agreement constitutes valid and binding obligations on it.
      2.    Party A represents  and warrants to Party B that it legally owns the
            Transferred  Shares,  as w ell as the  right to deal with all or any
            part of the shares entirely and  effectively;  and that prior to any
            transfer it will obtain all necessary  consents such that the Shares
            can be transferred to Party B at the effective time of the transfer,
            free and clear of all liens and encumbrances whatsoever.
      3.    There are no original  meaning  changes of this Agreement  regarding
            Haize  Nanomaterials which will effect the signing of this Agreement
            that will not disclose to Party B.
      4.    Party A shall deal with other  matters that this  Agreement  has not
            stipulated  according to the laws and  regulations  of Singapore and
            the P.R.C along with Party B.

Article 4 Representations, Warranties and Undertakings of Party B Party B hereby
represents, warrants and undertakes that:

      1.    Party B has full power and  authority  to enter into this  Agreement
            and perform all rights and obligations to this  Agreement,  and this
            Agreement constitutes valid and binding obligations on it.



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      2.    Party  B  agrees  that  he  shall  pay  the   consideration  of  the
            transferred shares to Party A in full on time.
      3.    Party B shall deal with other  matters that this  Agreement  has not
            stipulated  according to the laws and regulations of the P.R.C along
            with Party A.

Article 5 the Completion Date of Shares Transfer

The shares transfer should be completed on the date that all following terms and
conditions fulfilled. The date is the completion date.

      1.    This Agreement is signed by the authorized  representatives of Party
            A and Party B.
      2.    The  Shares   transfer  of  this   Agreement   is  approved  by  the
            Shareholders meeting and Board of directors of Party A.
      3.    This Agreement is approved the authority of Haize Nanomaterials, the
            contents shall include:
            (1)   The approval to this agreement and relevant matters;
            (2)   Fully   authorize  and  let  the  General   Manager  of  Haize
                  Nanomaterials  handle the shares transfer matters and apply to
                  relevant  Administration  for Industry and  Commerce,  Foreign
                  Investment Administration.
      4.    The shares  transfer to this  Agreement has been approved by Foreign
            Investment  Administration and finished the change of Industrial and
            Commercial Registration.

Article 6  Confidentiality

No party herein shall  disclose to any third party any  information  included in
the Agreement. In case any information is released and results in damages to the
benefits of the Company or the other party, the party whose  confidentiality  is
breached has the right to terminate the  Agreement,  as well as to  compensation
due to the breach of the confidentiality obligation.



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Article 7  Miscellaneous

Both Parties  mutually agree that anything not covered in this Agreement will be
friendly discussed separately by both parties, and supplemental agreements shall
be  established  before the  completion  date of shares  transfer.  Supplemental
agreements shall be inseparate parts of this Agreement.

Article 8 Liabilities for Breach of this Agreement

Should either Party A or Party B breach any clause, or break any representation,
warranty  or  undertaking  made in this  Agreement,  the party in  breach  shall
compensate  the  observant  party for all the  losses,  including  but not being
limited to the fees paid,  or the  expenses  spent by the  observant  party as a
direct or indirect result of the breach of this agreement by the party in breach
(including but not being limited to reasonable court fees,  arbitration fees and
attorney fees etc paid by the other party).

Article 9  Settlement of Disputes

      1. Any disputes  arising from the execution of, or in connection with this
Agreement shall be settled  through  friendly  negotiation  between both parties
hereto.  In case no  settlement  to  disputes  can be reached  through  friendly
negotiation, the disputes shall be submitted to the Arbitration.
      2. Any disputes  arising from the execution  of,or in connection with this
Agreement  shall be  submitted  to the China  International  Economic  and Trade
Arbitration  Commission for arbitration in accordance with the Arbitration Rules
and the  Procedures  for the said  Commission.  The arbitral  award is final and
binding upon both parties. Arbitration location is Beijing.



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      3. If any clause of this Agreement is invalid according to arbitration, it
shall in no manner affect performance of other clauses of this Agreement.

Article 10 Applicable Law

      The  formation,  validity,  interpretation,  execution  and  settlement of
disputes in respect of this Agreement  shall be governed by the relevant laws of
the PRC.

Article 11 Rights

      Not being  agreed by the other  party in  writing,  any party  should  not
transfer  the  rights  enjoyed   according  to  this  Agreement.   Each  party's
successors, authorized assignees are bound to this Agreement.

Article 12  Force Majeure

1. Force majeure  means any  unforeseeable  events  beyond the parties'  control
which prevent the  performance of any  obligation  under this  Agreement.  Force
majeure includes, but is not limited to, earthquake,  typhoon,  flood, war, acts
of Gods, strike, riots etc(pound)(R)
2. Should either of the parties to this  Agreement be prevented  from  executing
the Agreement by Force majeure, the prevented party shall notify the other party
by telegram  without any delay,  and within 15 days thereafter  provide detailed
information  of the  events  and a valid  document  for  evidence  issued by the
relevant  public notary  organization  explaining the reason of its inability to
execute or delay the  execution  of all or part of the  Agreement.  Both parties
shall,  through  consultations,  decide  whether to terminate the contract or to
exempt part of the obligations for  implementation of the contract or whether to
delay the  execution of the  contract  according to the effects of the events on
the performance of the contract.




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Article 13  Text

      This Agreement is made in  sextuplicate  in Chinese,  and each Party shall
keep two copies.  The other two copies are for  handling  approval and change of
Industrial and Commercial Registration.
      Every original copy is equally valid.  This  Agreement  becomes  effective
from the date that Party A and Party B signed and relevant  Authorities approved
this Agreement.




















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   Party A: Eastern Nanomaterials Holdings Pte Ltd

   Authorized Representative: /s/ Xiangzhi Chen
                             ------------------


   Party B: Faith Bloom Limited

   Authorized Representative: /s/ Zhang Xueyi
                             -------------------






















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