Exhibit 10.1

                          FINANCIAL ADVISORY AGREEMENT
                          ----------------------------

         THIS FINANCIAL  ADVISORY  AGREEMENT  ("Agreement")  is made and entered
into on this the 26th day of September  2005, by and between HFG  International,
Limited, a Hong Kong corporation  ("HFG"), and Eastern  Nano-Materials  Holdings
Limited,  a company  organized  under the laws of the Republic of Singapore (the
"Company").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to engage HFG to provide certain financial
advisory and consulting services as specifically  enumerated below commencing as
of the date hereof related to the Financing, the Restructuring, the Going Public
Transaction and the Post-Transaction  Period (each as hereinafter defined),  and
HFG is willing to be so engaged;

         NOW,  THEREFORE,  for and in  consideration  of the covenants set forth
herein and the mutual  benefits  to be gained by the parties  hereto,  and other
good and valuable  consideration,  the receipt and adequacy of which are now and
forever  acknowledged and confessed,  the parties hereto hereby agree and intend
to be legally bound as follows:

         1. Retention. As of the date hereof, the Company hereby retains and HFG
hereby agrees to be retained as the Company's exclusive financial advisor during
the term of this  Agreement.  The Company  acknowledges  that HFG shall have the
right to engage third parties with the Company's  permission to assist it in its
efforts to satisfy its  obligations  hereunder.  In its  capacity as a financial
advisor to the Company, HFG will:

         A. Restructuring and Going Public Transaction.

                  (i) consult on the implementation of a restructuring plan (the
         "Restructuring")  resulting in an  organizational  structure  that will
         allow the Company to complete the Going Public Transaction;

                  (ii) assist the Company in evaluating  the manner of effecting
         a going public transaction with a public shell corporation domiciled in
         the  United  States  of  America  and  quoted on the "OTC BB" (a "Going
         Public Transaction") resulting in HFG, its affiliates,  participants in
         the  Financing  and  the  minority  shareholders  of the  public  shell
         corporation  retaining  control of 5.8 percent (5.8%) of all the issued
         and outstanding stock of the public company  following  consummation of
         the   Financing   and  the  Going  Public   Transaction.   The  Company
         acknowledges that it has presented HFG with financial  projections (the
         "Projections")  indicating  that the Company  will report net income of
         approximately  $10 million  USD for the first three  quarters of fiscal
         2005 (the  "Projected  NI").  The  Company  agrees that in the event it
         fails to meet the Projected  NI, HFG shall have the right,  in its sole
         discretion, to renegotiate its terms.



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<PAGE>

                  (iii) assist the Company in a capital  raising  transaction (a
         "Financing")  as permitted by applicable law and in accordance with the
         terms of that certain Financing  Agreement (the "Financing  Agreement")
         attached hereto as Exhibit "A".

         B. Post Transaction Period

         Upon consummation of the Going Public Transaction, HFG agrees to:

                  (i)  coordinate  and  supervise  a  training  program  for the
         purpose  of  facilitating  new  management's  operation  of the  public
         company;

                  (ii)  if  necessary,   facilitate   the   preparation   of  an
         information  statement  to be filed  with the SEC to change  the public
         company's  name and to in turn assist in  obtaining a new CUSIP  number
         and stock symbol for the public company;

                  (iii)  assist  in  developing  and   implementing  the  public
         company's  investor   relations   efforts,   which  shall  include  (a)
         establishing a program for communicating with brokerage  professionals,
         investment  bankers and market makers; (b) creating a complete investor
         relations  strategy to be implemented  in English and Chinese;  and (c)
         assisting in the preparation and  dissemination  of press releases (the
         Company  agrees  that  all  costs  and  expenses  charged  by  investor
         relations and press  relations  firms  introduced by HFG and engaged by
         the  public  company  will be the  sole  responsibility  of the  public
         company);

                  (iv) provide  assistance and guidance in the  preparation  and
         assembly  of  application  materials  for  the  listing  of the  public
         company's common stock on a national  exchange or quotation medium that
         shall  necessarily  be limited to the  American  Stock  Exchange or the
         NASDAQ Stock Market; and

                  (v) provide the public company with such additional  financial
         advisory services as may be reasonably requested, to the extent HFG has
         the expertise or legal right to render such services.

         2.  Authorization.   Subject  to  the  terms  and  conditions  of  this
Agreement, the Company hereby appoints HFG to act on a best efforts basis as its
consultant during the Authorization Period (as hereinafter defined).  HFG hereby
accepts such appoint, with it being expressly acknowledged that HFG is acting in
the capacity of  independent  contractor and not as agent of either the Company,
affiliates  of the  Company  resulting  from the  Restructuring,  or the  public
company.

         In addition,  except in the event of an act constituting either willful
misconduct or gross  negligence  on the part of HFG, the Company  agrees that it
will not hold HFG  responsible in the event that either the  Restructuring,  the
Financing or the Going Public Transaction is not consummated,  nor shall it hold
HFG liable for any damages  suffered by the Company as a result of the Company's
inability to  consummate  either the  Restructuring,  the Financing or the Going
Public Transaction.  It is expressly  acknowledged by the Company that HFG shall
not render  legal or  accounting  advice in  connection  with the services to be
provided herein.  HFG shall have the right to recommend the legal and accounting
professionals for the transactions contemplated herein.



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<PAGE>

         3.  Authorization  Period.  HFG's  engagement  hereunder  shall  become
effective  on the date  hereof  (the  "Effective  Date") and will  automatically
terminate (the "Termination  Date") on the first to occur of the following:  (a)
either party exercises there right of termination  under Section 5. hereof,  (b)
the  Company's  breach of its  covenants  set forth in Section 6. hereof,  (c) 4
months from the Effective  Date,  (d)the Company finds out that the public shell
corporation  bears any  liability and going on lawsuits.  This  Agreement may be
extended beyond the Termination  Date if both parties mutually agree in writing.
Except as to certain  obligations  of the Company under Section 4. hereof,  this
Agreement  shall also  terminate  immediately  upon the mutual  decision  of the
parties not to move forward with the  Restructuring,  the Financing or the Going
Public Transaction.

         4. Fees and  Expenses.  Within 10 working days of the execution of this
Agreement,  the  Company  shall  deliver to HFG via wire  transferred  funds the
non-refundable deposit of US $20,000. Simultaneous with the closing of the Going
Public  Transaction,  the  Company  shall  pay to HFG  an  additional  fee of US
$430,000 (the "Fee"), via wire transferred funds.

         In addition,  the Company shall reimburse HFG for all documented travel
and  lodging  expenses  incurred  by HFG  personnel  during  the  term  of  this
Agreement.  Prior to any  incurrence  of  related  expenses,  HFG shall seek the
Company's permission. Costs for first -class air travel shall not be reimbursed.
Reimbursement  is to be made within 10 days of receipt of a written  request for
reimbursement submitted to the Company.

         5. Due Diligence and Auditabilty. HFG shall have the right to perform a
due  diligence  investigation  of the Company  that  demonstrates  to HFG's sole
satisfaction  that the  Company is a  suitable  candidate  for the Going  Public
Transaction,  which due diligence  investigation shall include consultation with
the Company's independent audit firm regarding the auditablity of the Company in
accordance with US GAAP.

         For its due  diligence  to be  performed,  HFG shall be entitled to fee
compensation  of $30,000  (the  "Diligence  Fee").  Within 7 working days of the
execution of this Agreement, the Company shall pay $10,000 of the Diligence Fee.
Upon the delivery of the draft of due  diligence  report,  the Company shall pay
another $10,000 toward the Diligence Fee. Upon the delivery of the final report,
the Company shall pay the final  $10,000 of the Diligence  Fee. All the payments
shall be  transferred  into RMB  according to the exchange  rate of paid date to
HFG'S official account

         HFG shall have the right to  terminate  this  Agreement in the event it
determines that there exists a material and  non-curable  due diligence  matter.
The Company shall also have the right to perform a due  diligence  investigation
of the public company.

         6. Representations and Covenants.  The Company represents and covenants
that it will complete both the  Financing  and the Going Public  Transaction  if
subscriptions  equaling the minimum amount of the offering  contemplated  by the
Financing Agreement are received.



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         7.  Indemnification.  The parties hereto shall  indemnify each other to
the extent provided for in this paragraph. Except as a result of an act of gross
negligence or willful  misconduct on the part of a party hereto,  no party shall
be liable to another party, or its officers, directors, employees,  shareholders
or affiliates, for any damages sustained as a result of an act or omission taken
or made under this Agreement.  In those cases where gross  negligence or willful
misconduct  of a party is alleged and proven,  the  non-damaged  party agrees to
defend,  indemnify and hold the damaged party  harmless from and against any and
all reasonable costs, expenses and liabilities suffered or sustained as a result
of the act of gross negligence or willful misconduct

         8. Governing  Law. This Agreement  shall be governed by the laws of the
Peoples  Republic of China and any dispute arising  hereunder shall be submitted
for  binding  arbitration  to the China  Foreign  Trade  Commission  Arbitration
Committee in Beijing.

         It is understood  that this  Agreement will be prepared and executed in
both the  English  and  Chinese  languages,  with  both  versions  having  legal
efficacy. If a dispute arises as to the interpretation of a particular provision
of this  Agreement  because of  differences  between  the  Chinese  and  English
languages,  the dispute shall be resolved in accordance  with the  provisions of
the Chinese version.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                         HFG:

                                         HFG International, Limited



                                         By: /s/  Timothy P. Halter
                                            ------------------------------------
                                            Timothy P. Halter,
                                            Its:President

                                         The Company:

                                         Eastern Nano-Materials Holdings Limited



                                         By: /s/ Xiangzhi Chen
                                            ------------------------------------
                                            Xiangzhi Chen
                                            Its:CEO






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<PAGE>

                              ASSIGNMENT AGREEMENT

         THIS  ASSIGNEMENT  AGREEMENT  ("Agreement") is made and entered into on
this the 29th day of  March,  2006,  by and  among  between  HFG  International,
Limited,  a Hong  Kong  corporation  ("HFG"),  Eastern  Nano-Materials  Holdings
Limited,  a  corporation  organized  under the laws of the Republic of Singapore
(the "Company) and Faith Bloom Limited,  a company  organized  under the laws of
The British Virgin Islands ("Faith Bloom").

                              W I T N E S S E T H:

         WHEREAS,  HFG and the Company have entered into that certain  Financial
Advisory  Agreement  (the  "FAA")  and that  certain  Financing  Agreement  (the
"Financing Agreement" and collectively with the FAA, the "Assigned  Agreements")
each being dated as of September 26, 2005;

         WHEREAS, the Company desires to assign its rights and obligations under
the Assigned  Agreements to Faith Bloom and Faith Bloom is willing to assume all
rights and obligations of the Company under the Assigned Agreements;

         WHEREAS,  HFG is willing to consent to the  assignment  of the Assigned
Agreements by the Company to Faith Bloom;

         WHEREAS,  the  parties  hereto  also  desire  to  amend  the  Financing
Agreement as provided for herein; and

         WHEREAS,  except as otherwise modified by this Agreement,  the Assigned
Agreements  shall remain in full force and effect,  with the  obligations of the
parties thereto remaining duly enforceable.

         NOW,  THEREFORE,  for and in  consideration  of the covenants set forth
herein and the mutual  benefits  to be gained by the parties  hereto,  and other
good and valuable  consideration,  the receipt and adequacy of which are now and
forever  acknowledged and confessed,  the parties hereto hereby agree and intend
to be legally bound as follows:

         1.  Assignment.  Upon the  execution  of this  Agreement by the parties
hereto, all rights and obligations of the Company under the Assigned  Agreements
shall be assigned to and assumed by Faith Bloom,  with HFG hereby  consenting to
this assignment.

         2. Amendment and Restatement.  Section 4. of the Financing Agreement is
amended and restated in its entirety as follows:




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         "HFG shall have the exclusive right (the "Exclusivity Period") from the
         date of this Agreement to March 31, 2006 to effect the Financing.

         In addition,  Faith Bloom agrees that in the event that this  Agreement
         is  terminated  for any  reason,  other than upon the  completion  of a
         Financing,  it shall not enter into discussions or negotiations with or
         close a financing,  regardless of terms,  with any party  introduced by
         HFG as a possible  investor or placement agent for the Financing,  each
         of which shall be listed on Schedule "A" to this  Agreement at the time
         of  introduction,  for a  period  of two  years  following  the date of
         termination of this Agreement."

         3. Governing  Law. This Agreement  shall be governed by the laws of the
Peoples  Republic of China and any dispute arising  hereunder shall be submitted
for  binding  arbitration  to the China  Foreign  Trade  Commission  Arbitration
Committee in Beijing.

         It is understood  that this  Agreement will be prepared and executed in
both the  English  and  Chinese  languages,  with  both  versions  having  legal
efficacy. If a dispute arises as to the interpretation of a particular provision
of this  Agreement  because of  differences  between  the  Chinese  and  English
languages,  the dispute shall be resolved in accordance  with the  provisions of
the Chinese version.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                      HFG:

                                         HFG:

                                         HFG International, Limited



                                         By: /s/  Timothy P. Halter
                                            ------------------------------------
                                            Timothy P. Halter,
                                            Its:President

                                         The Company:

                                         Eastern Nano-Materials Holdings Limited



                                         By: /s/ Xiangzhi Chen
                                            ------------------------------------
                                            Xiangzhi Chen
                                            Its:CEO

                                         Faith Bloom:

                                         Faith Bloom Limited



                                         By: /s/ Xiangzhi Chen
                                            ------------------------------------
                                            Xiangzhi Chen
                                            Its:CEO







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