Exhibit 10.42




                   Employment Agreement of the General Manager









                 Party A: Shandong Haize Nanomaterials Co., Ltd




                               Party B: Ma Zhaowei
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Party A: Shandong Haize Nanomaterials Co., Ltd
Party B: Ma Zhaowei
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-------------------- ------------- ------------- ----------- -------- ----------
Name                 Ma            Sex           Male        Date     June, 1966
                     Zhaowei                                 of
                                                             Birth
-------------------- ------------- ------------- ----------- -------- ----------
Education            Associate     Health        Healthy     Tel
                     Degree        Condition
-------------------- ------------- ------------- ----------- -------- ----------
Professional Title                 ID Number     370920196608160017
-------------------- ------------- ------------- -------------------------------
Strong Points        An Expert on Chemical Engineering
-------------------- -----------------------------------------------------------
Native Place         Lodging House in Xintai City Enameled Wire Factory
-------------------- -----------------------------------------------------------

According to the  employer-and-employee-choice  principle, Party A is willing to
offer Party B the position of General Manager,  and Party B is willing to accept
such a position and will do a good job in the  management of the  production and
operation of the Nanomaterials Company. After negotiation,  the two parties have
reached the following provisions for the two parties to implement:

I.    The parties  agree that the term of this  agreement  shall be three years,
      commencing  from this  _first_  day of  _January_,  2005 and ending on the
      _first_ day of _January_ , _2008 .

II.   Remuneration

The main indicator for performance  check of Party B conducted by Party A is the
profit realized in a year.

(1) The basic annual salary of Party B is RMB 60,000 yuan (sixty thousand yuan).
The performance  evaluation will be based on the annual  "Performance  Objective
Responsibility  Contract".  If the operating  profit target has been realized by
80% and there is no major safety  accident,  Party B is entitled to be given the
basic annual salary.  Starting from 80%, one added or reduced percentage will be
taken into  account in paying  Party B the salary which will be computed in this
way: Party B's salary = Basic Annual Salary iA(1iA1%)
(2) 70% of Party  B's  salary  will be paid  along  with the  salaries  of other
employees, and the remaining 30% will be paid off as a single payment at the end
of each  year  after  the  Financial  Department  of  Party A has  finished  the
performance evaluation of Party B and the payment will be based on the result of
performance evaluation.
(3) Party B can only  receive the salary  after the amount has been  approved by

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the  legal  representative  of  Party  A with  his or her  signature.  III.  The
Responsibilities, Powers and Benefit (salary) of Party B

Responsibilities:  Party B is authorized  by Party A to, in accordance  with the
extent of power and the managerial system of this company,  do a good job in the
management of production and operation.

Obligations:

1.    Party B shall  unconditionally  and  consciously  abide by the  managerial
      system of Party A.
2.    To take  the full  responsibility  of the  management  of  production  and
      operation of this company;  to strengthen  the internal  management of the
      company;  to  optimize  the  process  flows;  to  effectively  reduce  the
      production costs; to strictly control energy  consumption;  to ensure work
      safety;  to  guarantee  the  quality  of  products;  to make sure that the
      up-to-standard  rate of product  quality shall be 100%. If, some goods are
      returned or the payment for goods is  withheld,  due to quality  problems,
      Party B shall assume all  responsibilities  for all losses arising from it
      (Party  B  has  the  rights  to  hold   production   personnel   to  their
      responsibilities, but it will not affect the responsibility of bearing the
      losses); to maximize the profit of the enterprise.
3.    Party B should lead and encourage  the employees to make bold  innovations
      and do bold experiments to improve the quality of products.
4.    Party B is responsible for the whole management of production; the process
      engineering  should be strictly  followed  and work  discipline  should be
      emphasized.
5.    Party B should carry forward the corporate culture of "conducting  oneself
      with more  integrity and doing one's job more wisely".  Efforts  should be
      made to guarantee that every employee has really understood the meaning of
      it. In addition to the weekly two  meetings  of each  workshop  section as
      prescribed by this Company, employees should be trained on a regular basis
      and the  quality of  employees  should be improved in an all around way. A
      batch of managerial talents having both ability and moral integrity should
      be cultivated.
6.    If Party B leads and encourages the employees to make bold innovations and
      do bold  experiments  and added  value is brought to the  enterprise  as a
      result of this,  the added value will be  distributed  between Party A and
      Party B according to the proportion of 7:3. And the intellectual  property
      rights will belong to Party A.
7.    During the term of engagement,  Party B will implement the  responsibility
      system for production cost, save energy and reduce  consumption to get the
      production  costs controlled in the prescribed  range. An  objective-based
      performance   evaluation  of  each  workshop  section  will  be  conducted

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      (specific measures will be worked out by the two parties).
8.    During the term, Party B shall  strengthen the quality control  management
      to ensure the up-to-standard rate of product quality shall reach 100%.
9.    During the term,  Party B should  make sure work  safety is  observed  and
      there is no major  safety  accident and the rate of incidence of wound and
      skin cuts will be below 5/oo.
IV.   Responsibilities and Obligations of the Two Parties
      1.    During the term of engagement of Party B, the salary shall be cashed
            in according to the result of  performance  evaluation at the end of
            year; Party A shall not deduct Party B's salary without good reason.
      2.    Party B shall, as much as possible,  provide  convenient  conditions
            for Party B's work.
      3.    During  the term of  engagement,  Party B shall not  accept any work
            offered by any other  party;  otherwise,  Party B's salary  would be
            deducted  and  both  Party  B and  the  third  party  would  be held
            responsible for legal liabilities.
      4.    During the term of  engagement,  should Party B suffer from personal
            injuries or death while being on duty,  and the cause is determined,
            the matter will be handled in accordance with relevant  stipulations
            in the Labor Law. If any dispute arises, it will be submitted to the
            court for settlement.
      5.    Party B should take the lead to  consciously  abide by all rules and
            regulations of Party A.
      6.    Attendance:  The system of check on work attendance shall be applied
            to Party B and Party B should abide by the work  discipline  of this
            company, and Party B's monthly working days will be 27.
      7.    The communication  fee will be examined and reimbursed  according to
            the limit set for each month. 8. Principle of  confidentiality:  The
            provisions in the Confidentiality Agreement will be observed by both
            parties.  9.  Party B should be held  responsible  for all  economic
            damages  suffered by Party A as a result of Party B's dereliction of
            duty or breach of duty.
V.    Breach  Liability:  During  the term of  engagement,  any party  shall not
      terminate the contract without the consent of the other party;  otherwise,
      the  breach  party  should  compensate  the other  party for the  economic
      damages suffered by the other party.
VI.   The  attachments  and exhibits to the contract shall be equally binding on
      both parties.
VII.  Should  disputes  arise during the  performing of this  contract,  the two
      parties  shall  settle  them  through  negotiations  on their own; if they
      cannot be settled  through  negotiations,  a lawsuit  can be lodged to the
      court where the party concerned resides.

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Party A: Shandong Haize Nanomaterials Co., Ltd (official stamp)

         /s/ Jia Hongping
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Party B: /s/ Ma Zhaowei  (signature)
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Date: January 1, 2005