Exhibit 10.50


                                 March 30, 2006




Faith Bloom Limited
Youth Pioneer Park
Taian Economic and Development Zone
Taian City, Shandong Province
People's Republic of China
Attention:    Mr. Xiangzhi Chen, Chairman and CEO


         Re:      Engagement of Sterne,  Agee & Leach,  Inc.,  and Global Hunter
                  Securities,  as Co-Placement  Agents,  of up to $15,000,000 of
                  Common Stock of Faith Bloom Limited


Dear Mr. Chen:

         1.  Engagement  of Placement  Agents.  Faith Bloom  Limited,  a British
Virgin Island Company (the "Company"), proposes to make a private placement (the
"Offering") of up to $15,000,000 of the Company's  common stock,  par value $.01
per share (the  "Securities"),  pursuant  to the  exemptions  from  registration
provided in the Securities Act of 1933, as amended (the "1933 Act"),  applicable
state securities laws, and the rules and regulations promulgated thereunder (the
"Exemption").  By entering into this letter  agreement (this  "Agreement"),  the
Company  agrees to engage  Sterne,  Agee & Leach,  Inc.  ("Sterne  Agee") as its
co-placement  agent,  and Global  Hunter  Securities as its  co-placement  agent
("Co-Placement  Agent" and, together with Sterne Agee, the "Placement  Agents"),
in connection with the Offering.  Subject to the immediately following sentence,
by entering  into this  Agreement,  each of the  Placement  Agents  accepts such
engagement  and  agrees  to use its  reasonable  best  efforts  to  place  up to
$15,000,000 of the Securities  solely with investors which the Placement  Agents
reasonably believe to be "accredited investors", as such term is defined in Rule
501 of  Regulation  D  promulgated  under  the  1933  Act.  The  Company  hereby
acknowledges  and agrees that neither of the  Placement  Agents shall have,  and
that each of the Placement  Agents  specifically  disclaims,  any  obligation to
perform any of its  obligations  hereunder  until such time as the Company shall
have afforded the Placement Agents, and any of their respective representatives,
the  opportunity  to make such  investigations  of the business,  properties and
financial  and legal  conditions  of the  Company  and its  subsidiaries  as the
Placement  Agents  shall have from time to time  requested  (the "Due  Diligence
Investigation"),  and the  Placement  Agents  shall  have  determined,  in their
respective  sole  and  complete  discretion,  to act as the  Company's  managing
placement agent and  co-placement  agent,  respectively,  in connection with the
Offering.  The  offering  price per share of Security  shall be such price as is



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Faith Bloom Limited
March 30, 2006
Page 2


mutually  agreeable to the Company and the Placement  Agents.  The Company shall
prepare any and all offering documents necessary for the Offering to comply with
all provisions of the 1933 Act, the Securities  Exchange Act of 1934, as amended
(the "1934  Act"),  the rules and  regulations  of the  Securities  and Exchange
Commission (the "SEC")  promulgated under each of the 1933 Act and the 1934 Act,
and any  applicable  state  securities  laws  (the  "Offering  Documents").  The
Placement Agents hereby  acknowledge and agree that the Company may, in its sole
discretion,  reject any subscription for Securities  presented to the Company by
the Placement Agents. The parties to this Agreement hereby acknowledge and agree
that Sterne Agee shall have exclusive authority to determine the manner in which
the Securities will be allocated to the purchasers of the Securities.

         2. Fees.

         (a) In consideration of the Placement Agents' respective performance of
the  services  described  in  Section 1 hereof,  the  Company  agrees to pay the
Placement  Agents  an  aggregate  fee  equal to six  percent  (6%) of the  gross
proceeds  received by the Company from the sale of the Securities  placed by the
Placement Agents in the Offering (the  "Commissions").  The Commissions shall be
paid in full by the  Company  to the  Placement  Agents,  on a 50%/50%  pro-rata
basis,  upon the closing of any sale of  Securities  in the  Offering  (each,  a
"Closing"),  from time to time on an as-completed  basis. In the event that this
Agreement is terminated  for any reason other than a breach of this Agreement by
either of the Placement  Agents,  the Company shall pay the Placements Agents an
aggregate  fee (the  "Termination  Fee") equal to six percent  (6%) of the gross
proceeds of any sale of  securities  of the Company or any of its  affiliates to
any investor  which either of the Placement  Agents shall have from time to time
specifically identified in writing to the Company as possibly having an interest
in  investing  in the  Company,  provided  such sale is  consummated  within one
hundred  eighty (180) days  following the  termination  of this  Agreement.  Any
Termination  Fee  payable  hereunder  shall be  payable  by the  Company  to the
Placement Agents,  on a 50%/50% pro-rata basis,  immediately upon the closing of
each such sale.

         (b) Regardless of whether or not the Offering is consummated,  in whole
or in part, or whether this Agreement is terminated, the Company shall reimburse
each of the Placement  Agents for all  out-of-pocket  expenses  incurred by each
such  Placement  Agent from time to time in connection  with its  performance of
services  under  this  Agreement,   including,  without  limitation,  each  such
Placement  Agent's  attorneys'  fees and travel  expenses,  within ten (10) days
following  the  Company's  receipt of  written  demand  therefor  from each such
Placement Agent;  provided,  however, that the Company shall not be obligated to
reimburse the Placement Agents for more than $20,000 in out-of-pocket expenses.

         3.  Representations,  Warranties and Covenants of the Placement Agents.
Each of the Placement  Agents  represents  and warrants to, and agrees with, the
Company  that it is familiar or will make itself  familiar  with all  applicable
federal and state securities laws and the regulations  thereunder which restrict
the public sale and distribution of securities without a registration statement,
qualification or exemption being in effect with respect  thereto.  In exercising
its duties under this Agreement, each of the Placement Agents will not cause the
Company to be engaged in a public offering.



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Faith Bloom Limited
March 30, 2006
Page 3


         4.  Representations,  Warranties  and  Covenants  of the  Company.  The
Company  represents  and  warrants to, and agrees  with,  each of the  Placement
Agents as follows:

         (a) The Company will advise each of the Placement  Agents  promptly and
consult with each of the Placement Agents regarding the drafting of the Offering
Documents, and any amendments or supplements thereto, and all related documents,
including,  but not limited to, the private placement  memorandum,  subscription
agreements, registration rights agreements, confidential investor questionnaires
and any other documents associated with the Offering.

         (b) The Company  will not  distribute  any Offering  Documents,  or any
amendments  or  supplements  thereto,  that name either or both of the Placement
Agents as a placement agent to any potential  investor without the prior written
consent of each such Placement Agent, which consent may be withheld by each such
Placement Agent in its sole and complete discretion.

         (c) The Company will furnish to each of the Placement  Agents copies of
all Offering  Documents in such quantities as each such Placement Agent may from
time to time request.

         (d) The Offering Documents,  and any amendments or supplements thereto,
will conform in all respects to the  requirements of the 1933 Act, the 1934 Act,
the rules and regulations of the SEC promulgated  under each of the 1933 Act and
the 1934  Act,  and any  applicable  state  securities  laws,  and the  Offering
Documents,  and any  amendments  or  supplements  thereto,  will not include any
untrue  statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not misleading,
except that this  representation  and warranty  will not apply to  statements or
omissions made in reliance upon and in conformity with information  furnished by
the Placement  Agents in writing to the Company in connection  with the Offering
Documents, or any amendment or supplement thereto.

         (e) If any  event  occurs  as a  result  of which  any of the  Offering
Documents,  or any  amendments or supplements  thereto,  would include an untrue
statement of a material  fact, or omit to state any material  fact  necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend any of the
Offering  Documents,  or any  amendments or  supplements  thereto,  to otherwise
comply  with  either  or both of the 1933 Act or the 1934  Act,  the  rules  and
regulations  of  the  SEC  promulgated  thereunder,   or  any  applicable  state
securities  laws,  and such  event is known to the  Company,  the  Company  will
promptly (i) prepare an amendment or supplement  thereto which will correct such
statement  or  omission,  or otherwise  effect such  compliance,  (ii) file such
amended or supplemented  Offering Documents with the SEC or any applicable state
securities  commission,  if so  required,  and  (iii)  supply  such  amended  or
supplemented Offering Documents to each of the Placement Agents, in each case as
soon as available and in such  quantities as each such Placement  Agent may from
time to time request.



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Faith Bloom Limited
March 30, 2006
Page 4



         (f) The Company shall promptly notify each of the Placement Agents of
material events which would necessitate modification of any Offering Documents,
or any amendments or supplements thereto.

         (g) The Company shall be responsive to each Placement Agent's inquiries
about the  Company's  ongoing  operations as they relate to the Offering and the
Offering Documents,  or any amendments or supplements thereto. The Company shall
permit  each of the  Placement  Agents  and  their  respective  representatives,
including,  without  limitation,  their respective legal counsel, to conduct the
Due Diligence  Investigation,  as each such  Placement  Agent shall from time to
time request. The Due Diligence  Investigation,  whether made by or on behalf of
either or both of the Placement Agents,  shall under no circumstances affect any
of  the  representations  and  warranties  of  the  Company  contained  in  this
Agreement.

         (h) The Company  will not take any action,  or omit to take any action,
whether  prior to,  during  or  following  the  Offering,  that  will  cause the
Exemption not to be available to the Company and the Offering.

         (i) The Company shall make available to each  prospective  purchaser of
Securities at a reasonable time prior to such prospective  purchaser's  purchase
of Securities,  the opportunity to ask questions and receive answers  concerning
the  terms  and  conditions  of  the  Offering  and  to  obtain  any  additional
information  which the Company  possesses  or can acquire  without  unreasonable
effort or expense  that is  necessary  to verify the  accuracy  of the  Offering
Documents.

         (j) The  Company  shall  not  offer or sell  Securities  by any form of
general solicitation or general advertising.

         (k) Any offer or sale of any security of the Company made by or for the
Company within six (6) months  preceding the date of this Agreement (i) complied
in all respects with the  requirements  of the 1933 Act, the 1934 Act, the rules
and regulations of the SEC  promulgated  under each of the 1933 Act and the 1934
Act, and any applicable state securities laws, and (ii) was made only to persons
or entities deemed to be "accredited  investors"  within the meaning of Rule 501
of Regulation D promulgated under the 1933 Act.

         (l) The Company has full legal right, power and authority to enter into
this Agreement and perform the transactions  contemplated hereby. This Agreement
has been duly  authorized,  executed and delivered by the Company and is a valid
and  binding  agreement  on the part of the  Company,  enforceable  against  the
Company  in  accordance  with its  terms,  except  as rights  to  indemnity  and
contribution  hereunder  may be  limited  by  applicable  laws and except as the
enforcement  hereof  may  be  limited  by  applicable  bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting   creditors'   rights
generally, or by general equitable principles.



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Faith Bloom Limited
March 30, 2006
Page 5



         5. Conditions to Closing.

         (a)  The  Company's   obligation  to  pay  the  Placement   Agents  the
Commissions and to take any other actions required to be taken by the Company at
a Closing is subject to any satisfaction, at or prior to the Closing, of each of
the following conditions (any of which may be waived by the Company, in whole or
in part):

                  (i) All representations and warranties of the Placement Agents
         contained herein shall be true and correct in all material  respects on
         and as of the date of the Closing  (the  "Closing  Date") as if made on
         and as of the Closing Date.

                  (ii) Each of the covenants and obligations  that the Placement
         Agents  are  required  to perform or to comply  with  pursuant  to this
         Agreement at or prior to the Closing must have been duly  performed and
         complied with in all material respects.

                  (iii) Neither the Company nor any of its  affiliates  shall be
         subject  to any order,  decree or  injunction  by a court of  competent
         jurisdiction which prevents the consummation of any of the transactions
         contemplated by this Agreement.

                  (iv) No statute, rule or regulation shall have been enacted by
         the government (or any governmental agency) of the United States or any
         state,  municipality or other political  subdivision thereof that makes
         the  consummation  of any  of the  transactions  contemplated  by  this
         Agreement illegal.

         (b) The Placement Agents' respective obligation to use their respective
reasonable  best efforts to place the  Securities  and to take any other actions
required to be taken by them at a Closing is subject to the satisfaction,  at or
prior to the Closing,  of each of the following  conditions (any of which may be
waived by the Placement Agents, in whole or in part):

                  (i)  All   representations   and  warranties  of  the  Company
         contained herein shall be true and correct in all material  respects on
         and as of the Closing Date as if made on and as of the Closing Date.

                  (ii) Each of the covenants and obligations that the Company is
         required to perform or to comply with pursuant to this  Agreement at or
         prior to the Closing must have been duly performed and complied with in
         all material respects.

                  (iii)  The  Placement  Agents  shall  have  received  from the
         Company's counsel, an opinion,  dated as of the Closing Date, addressed
         to the Placement  Agents and each of the purchasers of Securities,  the
         form and  substance  of  which  shall be  acceptable  to the  Placement
         Agents.



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Faith Bloom Limited
March 30, 2006
Page 6



                  (iv) The Placement  Agents shall have received a duly executed
         certificate of the Company's  Secretary,  dated as of the Closing Date,
         (1)  certifying,  as complete  and  accurate  as of the  Closing  Date,
         attached copies of the Company's charter and bylaws; (2) certifying and
         attaching  all  requisite   resolutions  of  the  Company's   Board  of
         Directors, and committees thereof, approving the execution and delivery
         of this Agreement and the consummation of the transactions contemplated
         in this Agreement;  and (3) certifying to the incumbency and signatures
         of the officers of the Company executing on behalf of the Company, this
         Agreement  and  all  other  documents   relating  to  the  transactions
         contemplated in this Agreement.

                  (v) The  Placement  Agents  shall  have  received  such  other
         documents  and  certificates  as they may  reasonably  request  for the
         purpose  of  facilitating   the   consummation   of  the   transactions
         contemplated in this Agreement.

                  (vi)  Neither  Placement  Agent  nor any of  their  respective
         affiliates  shall be subject to any order,  decree or  injunction  by a
         court of competent  jurisdiction which prevents the consummation of any
         of the transactions contemplated by this Agreement.

                  (vii) No statute,  rule or regulation  shall have been enacted
         by the government (or any governmental  agency) of the United States or
         any state,  municipality  or other political  subdivision  thereof that
         makes the consummation of any of the transactions  contemplated by this
         Agreement illegal.

         6. Indemnification.

         (a) To the extent  permissible  by law, the Company will  indemnify and
hold  harmless  each of the Placement  Agents and their  respective  affiliates,
directors, officers,  shareholders,  attorneys,  consultants,  partners, agents,
employees  and  controlling  persons  (within  the meaning of the 1933 Act) (for
purposes of this Section 6(a), each an "Indemnitee") against any losses, claims,
damages, expenses or liabilities (or actions or proceedings in respect thereof),
as incurred,  related to or arising out of or in connection with any (i) actions
taken or omitted to be taken by the Company or any of its  directors,  officers,
partners, shareholders, attorneys, agents, consultants, employees or controlling
persons  (within the meaning of the 1933 Act) (each, a "Company  Person"),  (ii)
actions taken or omitted to be taken by an Indemnitee  pursuant to the terms of,
or in connection with any of the services  rendered  pursuant to, this Agreement
or any  transaction  contemplated  hereby,  (iii) breach of any  representation,
warranty,  agreement or covenant of the Company contained herein, or (iv) untrue
statement or alleged  untrue  statement of any  material  fact  contained in the
Offering  Documents,  or any amendment or supplement thereto, or any omission or
alleged  omission to state therein a material fact required to be stated therein


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Faith Bloom Limited
March 30, 2006
Page 7



or necessary to make the statements therein not misleading;  provided,  however,
that the  Company  shall  not be  liable if and to the  extent  that the  untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in conformity with information furnished by or on behalf of the Placement Agents
in writing  specifically for use in the Offering  Documents,  and will reimburse
each Indemnitee for all reasonable  legal and other expenses  incurred from time
to time in connection with  investigating or defending any such losses,  claims,
damages, expenses or liabilities (or actions or proceedings in respect thereof);
provided,  however,  that the Company shall not be  responsible  for any losses,
claims,  damages,  expenses or liabilities of any Indemnitee to the extent,  and
only to the extent, that it is determined by a court of competent  jurisdiction,
not subject to further  appeal or review,  that such  losses,  claims,  damages,
expenses or liabilities are solely and directly caused by the willful misconduct
or gross  negligence of such Indemnitee.  In addition,  no Indemnitee shall have
any liability  (whether direct or indirect,  in contract,  tort or otherwise) to
any Company Person,  or to any person or entity asserting any claim on behalf of
any such Company Person,  directly or indirectly related to or arising out of or
in connection  with any actions taken or omitted to be taken by such  Indemnitee
pursuant to the terms of, or in  connection  with any of the  services  rendered
pursuant to, this Agreement or any transaction  contemplated  hereby,  except to
the  extent,  and  only to the  extent,  that  it is  determined  by a court  of
competent  jurisdiction,  not  subject  to further  appeal or review,  that such
liability directly relates to any losses, claims, damages, expenses or liability
solely and directly caused by the willful misconduct or gross negligence of such
Indemnitee.  In the  event a  claim  for  indemnification  is  determined  to be
unenforceable by the final judgment of a court of competent  jurisdiction,  then
the  Company  shall  contribute  to the  aggregate  losses,  claims,  damages or
liabilities  to  which  an  Indemnitee  may be  subject,  in such  amount  as is
appropriate  to reflect the  relevant  benefits  received by the Company and the
party  seeking  contribution,  on the one hand,  and the relative  faults of the
Company and the party seeking contribution on the other, as well as any relevant
equitable  contribution.  For purposes hereof, the relative benefits received by
the Company, on the one hand, and a Placement Agent, on the other hand, shall be
deemed  to be in the same  proportion  as (i) the  aggregate  proceeds  from the
Offering (net of commissions but before  deducting  other expenses)  received by
the Company are to (ii) the  aggregate  commissions  received by such  Placement
Agent in connection with the Offering.

         (b) To the extent  permissible  by law,  Sterne Agee will indemnify and
hold  harmless,  the  Company  and each of its  directors,  officers,  partners,
agents,  consultants,  employees and controlling  persons (within the meaning of
the 1933 Act) (each, a "Company Person"),  from and against any losses,  claims,
damages or  liabilities  (or  actions or  proceedings  in respect  thereof),  as
incurred,  related to or  arising  out of or in  connection  with any (i) untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
information  supplied  to the  Company by or on behalf of Sterne Agee in writing
specifically  for use in the  Offering  Documents,  or any  omission  or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements  therein not misleading,  or (ii) breach of any
representation, warranty, agreement or covenant of Sterne Agee contained herein,
and will  reimburse  each  Company  Person  for all  reasonable  legal and other


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Faith Bloom Limited
March 30, 2006
Page 8



expenses  incurred  from  time to  time  in  connection  with  investigating  or
defending any such losses, claims, damages,  expenses or liabilities (or actions
or proceedings in respect thereof).  In the event a claim for indemnification is
determined  to be  unenforceable  by the final  judgment of a court of competent
jurisdiction, then Sterne Agee shall contribute to the aggregate losses, claims,
damages or liabilities to which any Company Person may be subject in such amount
as is appropriate to reflect the relevant  benefits  received by Sterne Agee and
the party  seeking  contribution,  on the one hand,  and the relative  faults of
Sterne  Agee and the party  seeking  contribution  on the other,  as well as any
relevant  equitable  contribution.  For purposes hereof,  the relative  benefits
received by Sterne Agee,  on the one hand,  and the Company,  on the other hand,
shall be deemed to be in the same  proportion as (i) the  aggregate  Commissions
received  by  Sterne  Agee in  connection  with  the  Offering  are to (ii)  the
aggregate  proceeds from the Offering (net of Commissions  but before  deducting
other  expenses)  received  by  the  Company.  Notwithstanding  anything  to the
contrary contained herein, under no circumstances shall Sterne Agee be obligated
to contribute to the Company and the Company Persons, collectively, an amount in
excess of the aggregate  Commissions  received by Sterne Agee in connection with
the Offering.

         (c) To the extent permissible by law, Co-Placement Agent will indemnify
and hold harmless,  the Company and each of its directors,  officers,  partners,
agents,  consultants,  employees and controlling  persons (within the meaning of
the 1933 Act) (each, a "Company Person"),  from and against any losses,  claims,
damages or  liabilities  (or  actions or  proceedings  in respect  thereof),  as
incurred,  related to or  arising  out of or in  connection  with any (i) untrue
statement or alleged  untrue  statement of any  material  fact  contained in any
information  supplied  to the Company by or on behalf of  Co-Placement  Agent in
writing  specifically  for use in the  Offering  Documents,  or any  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not  misleading,  or (ii) breach of
any  representation,  warranty,  agreement  or  covenant of  Co-Placement  Agent
contained  herein,  and will  reimburse  each Company  Person for all reasonable
legal  and  other  expenses  incurred  from  time  to time  in  connection  with
investigating  or  defending  any such  losses,  claims,  damages,  expenses  or
liabilities (or actions or proceedings in respect thereof). In the event a claim
for indemnification is determined to be unenforceable by the final judgment of a
court of competent jurisdiction, then Co-Placement Agent shall contribute to the
aggregate losses, claims, damages or liabilities to which any Company Person may
be subject in such amount as is  appropriate  to reflect the  relevant  benefits
received by Co-Placement  Agent and the party seeking  contribution,  on the one
hand,  and the  relative  faults of  Co-Placement  Agent  and the party  seeking
contribution on the other, as well as any relevant equitable  contribution.  For
purposes hereof,  the relative benefits  received by Co-Placement  Agent, on the
one hand, and the Company,  on the other hand, shall be deemed to be in the same
proportion as (i) the aggregate  Commissions  received by Co-Placement  Agent in
connection  with  the  Offering  are to (ii)  the  aggregate  proceeds  from the
Offering (net of Commissions but before  deducting  other expenses)  received by
the Company. Notwithstanding anything to the contrary contained herein, under no
circumstances shall Co-Placement Agent be obligated to contribute to the Company
and the  Company  Persons,  collectively,  an amount in excess of the  aggregate
Commissions received by Co-Placement Agent in connection with the Offering.


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Faith Bloom Limited
March 30, 2006
Page 9


         (d) To the  extent  permissible  by  law,  each  Placement  Agent  (the
"Indemnifying Placement Agent") will indemnify the other Placement Agent and the
other Placement Agent's affiliates, directors, officers, shareholders, partners,
agents,  employees and controlling  persons (within the meaning of the 1933 Act)
(for purposes of this Section 6(d),  each an  "Indemnitee")  against any losses,
claims,  damages or liabilities  (or actions or proceedings in respect  thereof)
based on or arising out of any (i) negligence or willful  misconduct on the part
of the  Indemnifying  Placement  Agent  or its  directors,  officers,  partners,
agents,  employees and  controlling  persons (within the meaning of the 1933 Act
(each,  an  "Indemnifying  Placement Agent  Person"),  (ii) untrue  statement or
alleged  untrue  statement of any  material  fact  contained in any  information
supplied to the Company by or on behalf of the  Indemnifying  Placement Agent in
writing  specifically  for use in the  Offering  Documents,  or any  omission or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  (iii) breach of any
representation,  warranty,  agreement or covenant of the Indemnifying  Placement
Agent contained herein, (iv) act or omission of the Indemnifying Placement Agent
or any  Indemnifying  Placement Agent Person that causes the Exemption not to be
available  to the  Company  and the  Offering,  or (v)  violation  of any  other
statute,  regulation,  rule or other law, whether federal or state, by virtue of
any act or  omission of the  Indemnifying  Placement  Agent or any  Indemnifying
Placement  Agent Person,  and will reimburse each  Indemnitee for all reasonable
legal and other expenses incurred in connection with  investigating or defending
any such losses, claims, damages, liabilities,  actions or approvals;  provided,
however,  that  the  Indemnifying  Placement  Agent  will not be  liable  to any
Indemnitee in any such case for losses, claims, damages, liabilities or expenses
based on or arising out of the  negligence or willful  misconduct on the part of
such Indemnitee.  In the event a claim for  indemnification  is determined to be
unenforceable by the final judgment of a court of competent  jurisdiction,  then
the  Indemnifying  Placement Agent (the  "Contributing  Placement  Agent") shall
contribute to the aggregate losses,  claims,  damages or liabilities to which an
Indemnitee  may be  subject in such  amount as is  appropriate  to  reflect  the
relative  benefits  received by the  Contributing  Placement Agent and the party
seeking  contribution,  on  the  one  hand,  and  the  relative  faults  of  the
Contributing Placement Agent and the party seeking contribution on the other, as
well as any relevant equitable  contribution.  For purposes hereof, the relative
benefits  received by Sterne Agee, on the one hand, and  Co-Placement  Agent, on
the  other  hand,  shall  be  deemed  to be in the  same  proportion  as (i) the
aggregate  commissions  received by Sterne Agee in connection  with the Offering
are to  (ii)  the  aggregate  commissions  received  by  Co-Placement  Agent  in
connection with the Offering. Notwithstanding anything to the contrary contained
herein,  under  no  circumstances  shall  the  Contributing  Placement  Agent be
obligated to contribute to the Indemnitees,  collectively,  any amount in excess
of the aggregate  commissions  received by the  Contributing  Placement Agent in
connection with the Offering.




<PAGE>

Faith Bloom Limited
March 30, 2006
Page 10



         (e) Promptly after receipt by an indemnified party under this Section 6
of notice of the assertion of any claim or the  commencement  of any action,  if
any indemnified  party intends to make a claim for  indemnification  against any
indemnifying  party under this Section 6, then the indemnified party will notify
the  indemnifying  party in writing of such assertion or  commencement  and will
provide  the  indemnifying  party with  copies of all  pleadings  with which the
indemnified party has been served or has otherwise  obtained;  provided however,
the  omission  to  so  notify  the  indemnifying  party  will  not  relieve  the
indemnifying party from any liability it may have to the indemnified party under
this Section 6 unless such  omission  irreparably  prejudiced  the  indemnifying
party. In case any such action is brought against any indemnified  party, and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party will be entitled to participate therein and to assume the defense thereof,
with counsel  satisfactory to such  indemnified  party (it being understood that
the  indemnifying  party  shall not be liable for the fees and  expenses of more
than one separate firm of attorneys  for all such  indemnified  parties).  After
notice from the indemnifying  party to such indemnified  party of their election
so to assume the defense thereof,  the indemnifying  party will not be liable to
such  indemnified  party  under this  Section 6 for any legal or other  expenses
subsequently  incurred by such indemnified  party in connection with the defense
thereof other than reasonable costs of investigation.

         7.  Notice.  All  notices,   requests,   demands,   claims,  and  other
communications  hereunder will be in writing. Any notice, request, demand, claim
or other communication if addressed to the intended recipient as set forth below
shall be deemed to be duly given  either when  personally  delivered or two days
after it is sent by  registered or certified  mail,  return  receipt  requested,
postage  prepaid,  or one day after it is delivered  to a  commercial  overnight
courier, or upon confirmation if delivered by facsimile:

                  If to the Company:

                  Faith Bloom Limited
                  Youth Pioneer Park
                  Taian Economic and Development Zone
                  Taian City, Shandong Province
                  People's Republic of China
                  Attention: Mr. Xiangzhi Chen, Chairman and CEO


                  With a copy to:

                  Preston, Gates, Ellis, LLP
                  1900 Main Street, Suite 600
                  Irvine, California 92614
                  Attn: Daniel K. Donahue
                  Facsimile: (949) 253-0902


<PAGE>

Faith Bloom Limited
March 30, 2006
Page 11



                  If to Sterne Agee:

                  Sterne, Agee & Leach, Inc.
                  800 Shades Creek Parkway, Suite 700
                  Birmingham, Alabama 35209
                  Attn: W. Barry McRae
                  Facsimile: (205) 949-3626

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  300 South Grand Avenue
                  Los Angles, California 90071
                  Attn: Rodrigo A. Guerra, Jr.
                  Facsimile: (213) 621-5217

                  If to Co-Placement Agent:

                  Global Hunter Securities
                  1808 Point de Vue, Suite 1000
                  Flower Mound, Texas 75022
                  Attn: Daniel O. Conwill
                  Facsimile: (504) 525-5607

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  300 South Grand Avenue
                  Los Angles, California 90071
                  Attn: Rodrigo A. Guerra, Jr.
                  Facsimile: (213) 621-5217

         Any  party  may give  any  notice,  request,  demand,  claim,  or other
communication  hereunder  using any other means,  but no such  notice,  request,
demand,  claim, or other  communication  shall be deemed to have been duly given
unless and until it is actually  received by the party for whom it is  intended.
Any party may change  the  address to which  such  notices,  requests,  demands,
claims, or other  communications are to be delivered by giving the other parties
notice in the manner herein set forth.

         8. Benefit and  Non-Assignment.  This  Agreement is made solely for the
benefit of the parties  hereto and their  respective  officers and directors and
any  controlling  person  referred  to in Section 15 of the 1933 Act,  and their
respective successors and assigns, and no other person shall acquire or have any


<PAGE>

Faith Bloom Limited
March 30, 2006
Page 12



right under or by virtue of this Agreement.  Notwithstanding the foregoing, this
Agreement may not be assigned,  in whole or in part, by any party hereto without
the  prior  written  consent  of each of the  other  parties  hereto.  The  term
"successor" or the term "successors and assigns" as used in this Agreement shall
not include any purchasers, as such, in the Offering.

         9. Survival.  Subject to any applicable  statutes of  limitations,  the
indemnities,  agreements,  representations,  warranties and covenants of each of
the  parties  hereto as set forth in or made  pursuant to this  Agreement  shall
survive  and  remain in full  force and  effect for a period of three (3) years,
regardless of (i) any  investigation  made by or on behalf of any of the parties
hereto or any of their  respective  attorneys,  officers,  directors,  partners,
shareholders, members, agents, consultants, employees, affiliates or controlling
persons  (within the meaning of the 1933 Act),  (ii) the  delivery of or payment
for any of the Securities, and (iii) the termination of this Agreement.

         10.  Termination.  Any of  the  parties  hereto  may,  at  its  option,
terminate  this  Agreement  for any reason upon giving each of the other parties
hereto  fifteen  (15) days'  prior  written  notice.  Notwithstanding  any other
provision in this Agreement, this Agreement shall terminate immediately upon the
earlier to occur of (i) the sale of all of the  Securities,  (ii) May 31,  2006,
unless extended by the mutual  agreement of the parties hereto,  or (iii) either
of the Placement  Agents providing the Company with written notice to the effect
that  such  Placement  Agent  does not wish to  serve  as a  placement  agent in
connection  with the Offering,  based in whole or in part upon the Due Diligence
Investigation.

         11.  Governing  Law  and  Venue.  The  validity,   interpretation   and
construction  of this  Agreement and of each part hereof will be governed by the
laws of the State of Alabama,  without regard to  conflicts-of-laws  principles.
Any action or  proceeding  seeking to enforce any  provision of, or based on any
right arising out of, this  Agreement may be brought  against any of the parties
hereto in the courts of the State of Alabama, County of Jefferson, or, if it has
or can  acquire  jurisdiction,  in the  United  States  District  Court  for the
Northern  District of Alabama,  and each of the parties  hereto  consents to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue made  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any of the parties hereto anywhere in the world.

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

         13.  Modification  and Waiver.  No provision of this  Agreement  may be
modified,   amended,  waived  or  discharged  unless  such  waiver,   amendment,
modification  or  discharge  is agreed to in  writing  and signed by each of the
parties hereto. The waiver by any party hereto to insist upon the performance of
any of the terms and  conditions of this  Agreement,  or the waiver by any party
hereto of any breach of any of the terms and conditions of this Agreement, shall
not be construed as thereafter  waiving any such terms and  conditions,  but the
same  shall  continue  and  remain  in  full  force  and  effect  as if no  such
forbearance or waiver had occurred.



<PAGE>

Faith Bloom Limited
March 30, 2006
Page 13



         14.  Severability.  The  provisions of this  Agreement  shall be deemed
severable,  and the  invalidity  or  unenforceability  of any  provision of this
Agreement  will  not  and  shall  not  be  deemed  to  affect  the  validity  or
enforceability of any other provision hereof. In the event any provision of this
Agreement  is held to be invalid or  unenforceable,  the parties  hereto  hereby
agree that the remaining  provisions  hereof shall be deemed to be in full force
and effect as if they had been executed by each of the parties hereto subsequent
to the expunging of the invalid or unenforceable provision.

         15.  Interpretation.  The language used in this Agreement  shall not be
construed  in  favor of or  against  any of the  parties  hereto,  but  shall be
construed as if each of the parties hereto prepared this Agreement. The language
used in this Agreement  shall be deemed to be the language chosen by the parties
to express  their mutual  intent,  and no rule of strict  construction  shall be
applied against any such party.

         16. Headings. The titles and headings of the various paragraphs of this
Agreement  are inserted for  convenience  of  reference  only,  and shall not be
deemed to govern or affect  the  meaning or  interpretation  of any of the terms
hereof.

         17.  Complete   Understanding.   This  Agreement  contains  the  entire
agreement  between the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements, written or oral, with respect thereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
















<PAGE>

Faith Bloom Limited
March 30, 2006
Page 14




         If the  foregoing  is in  accordance  with  your  understanding  of our
agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon
it will  become  a  binding  agreement  between  the  Company,  Sterne  Agee and
Co-Placement Agent in accordance with its terms

                                         Very truly yours,

                                         STERNE, AGEE & LEACH, INC.


                                         By: /s/ James S. Holbrook, Jr.
                                            ------------------------------------
                                            James S. Holbrook, Jr.
                                            Chairman and Chief Executive Officer


Accepted this 30th day of March, 2006

GLOBAL HUNTER SECURITIES


By:  /s/ Daniel O. Conwill
   --------------------------------
         Daniel O. Conwill
         Managing Director


Accepted this __ day of March, 2006

FAITH BLOOM LIMITED


By:   /s/ Xiangzhi Chen
    -------------------------------
          Xiangzhi Chen
          Chairman and CEO