Exhibit 10.39

                            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"), a company of limited  liability  registered  and
founded under the laws of Singapore.

      Registered office: Singapore
      Legal Person: Chen Xiangzhi
AND
      THE ASSIGNEE:  Faith Bloom Limited (hereinafter referred to as "Party B"),
a company of limited liability  registered and founded under the laws of British
Virgin Islands.
      Registered office: British Virgin Islands
      Authorized representative: Zhang Xueyi

      WHEREAS:

      1.  Shandong  Bangsheng  Chemical  Co.,  Ltd  (hereinafter  referred to as
"Bangsheng Chemical") 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 No. 342,  Lingshan  Street,  Tai'an City,  registered
capital RMB 24,500,000 yuan.

      2. Party A legally owned 100%  registered  capital of Bangsheng  Chemical,
that is, RMB 24,500,000 yuan.



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      3. Party A intends to transfer  the 100%  registered  capital of Bangsheng
Chemical  owned by Party A to Party B. ("Share  transfer",  the 100%  registered
capital  of  Bangsheng   Chemical  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
Bangsheng Chemical.

      4. Through friendly consultation,  both parties jointly agree 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
            3,035,600.00 after consultation between Party A and Party B.



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      2.    After the completion  date of shares  transfer,  Party B invests RMB
            24,500,000  yuan,  and  will  possess  100%  registered  capital  of
            Bangsheng  Chemical.  Party A will not own any  shares of  Bangsheng
            Chemical.
      3.    Party A and Party B  jointly  agree  that  Party B shall pay in full
            within  [ ] 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 to Party B as follows:

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

      2.    Party A legally owns the Transferred Shares, as well 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 is no fact not disclosed to Party B by Party A that is related
            to the transfer of assets,  and may affect the establishment of this
            Agreement and will change the original  meaning of any terms of this
            Agreement once being disclosed.
      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.




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Article 4 Representations, Warranties and Undertakings of Party B

Party B hereby represents, warrants and undertakes to Party A as follows:

      1.    Party B has full power and  authority  to enter into this  Agreement
            and perform all rights and obligations of this  Agreement,  and this
            Agreement constitutes valid and binding obligations on it.
      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 general
            meeting of shareholders and Board of directors of Party A.
      3.    This  Agreement is approved by the authority of Bangsheng  Chemical,
            the contents of the approval shall include:
            (1)   The approval to this agreement and relevant matters;
            (2)   Fully  authorize  and let the  General  Manager  of  Bangsheng
                  Chemical  handle  the  shares  transfer  matters  and apply to
                  relevant  Administration for Industry and Commerce and Foreign
                  Investment Administration.
      4.    The  shares  transfer  under this  Agreement  has been  approved  by
            Foreign  Investment   Administration  and  finished  the  change  of
            Industrial and Commercial Registration.




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Article 6  Confidentiality

Except as  otherwise  stipulated  in  relevant  laws,  regulations,  articles of
association of Bangsheng Chemical, or there are other written agreements between
the two parties of this Agreement, no party herein shall, without the consent of
the other party,  disclose to any third party any  information  included in this
Agreement before the completion of shares transfer under this Agreement.

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 fee and
attorney fees etc paid by the other party).




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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 arbitration.
      2. Any disputes  arising from the execution of, or in connection with this
Agreement  shall  be  submitted  to  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 shall be final
and binding upon both parties. The arbitration shall be done in Beijing, China.
      3. As  stipulated  by relevant  laws,  if any clause of this  Agreement is
declared  invalid by the  arbitral  tribunal,  it shall in no manner  affect the
validity and 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, fire or
other natural disasters, war, riots, strike or any other similar incident.




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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 the quickest means without any delay,  and within 15 days thereafter  provide
detailed  information of the events and a valid document for evidence 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 delay the execution of the contract.

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 has  equal  legal  effect.  This  Agreement  shall  become
effective from the date that Party A and Party B signed and relevant Authorities
approved this Agreement.


                               PAGE FOR SIGNATURES
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Party A: Eastern Nanomaterials Holdings Pte Ltd

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






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   Party B: Faith Bloom Limited

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
























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