Exhibit 10.19



                            Assets Purchase Agreement




                             Date: November 24, 2004

















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                            Assets Purchase Agreement

This  Agreement  is made and entered  into on November  24, 2004 in Tai'an City,
People's  Republic of China  (hereinafter  referred to as "PRC"), by and between
the following parties:

      Seller:  Shandong Shengda  Nanomaterials Co., Ltd (hereinafter referred to
as "Party A")
      Legal address: Daiyue Economic Zone, Tai'an City;

      Purchaser:  Singapore Eastern Nanomaterials  Holdings Pte Ltd (hereinafter
referred to as "Party B")
      Legal address: No.9, Laifushi Fang, Republic Building, Singapore

WHEREAS:

1.    Party A is a limited  liability  company duly organized,  validly existing
      and in good standing under the laws of the P.R.C,  which legally holds all
      the property rights of the transferred assets;
2.    Party B is a private limited  liability  company duly  organized,  validly
      existing and in good standing under the laws of Singapore;
3.    The  shareholders'  meeting of Party A has passed a resolution,  approving
      the  transfer  of  assets  under  this   Agreement;   4.  After   friendly
      negotiation, Party A and Party B reach a common agreement to cooperate and
      coordinate with each other to guarantee the successful and smooth transfer
      of the assets.

In   consideration   of  the   recitals   and  of  the   respective   covenants,
representations, warranties and agreements herein contained, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

Article 1:  Definition

Except as otherwise  referred to, the following terms in this Agreement have the
meanings as follows:

1.    Transferred Assets: Assets of Party A used for business operation. For the
      detailed list, see Attachment 1 of the Agreement for the Assets  Appraisal
      Report.
2.    Effective  Date  of  the  Transfer:  Date  when  all  the  conditions  for
      effectiveness listed in Article 5 of the Agreement have been fulfilled.
3.    Base Appraisal Date: September 30, 2004
4.    Assets Appraisal  Report:  Appraisal  Statement made on the base appraisal
      date for the transferred  assets listed in Attachment 1, which is produced


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      by Tai'an Zhongcheng Limited Liability Certified Public Accounts' Firm and
      confirmed by Mr. Guo Yingchun, a Certified Assets Appraiser in China.

Article 2  Transfer of Assets

1.    According to the terms of this  Agreement,  Party A agrees to transfer the
      transferred  assets  to  Party  B in  accordance  with  the  terms  in the
      Agreement on the Effective Date of the Transfer.
2.    Party B agrees to acquire the transferred  assets from Party A pursuant to
      the terms and conditions set forth in this Agreement.
3.    Starting  from  the  Effective  Date of the  Transfer  set  forth  in this
      Agreement, Party B shall become the legal owner of the transferred assets,
      enjoying all the rights and assuming  all the  obligations  related to the
      transferred assets, while Party A shall not enjoy any right nor assume any
      obligation  related  to  the  transferred  assets,   except  as  otherwise
      prescribed in this  Agreement.  Party A shall  guarantee to go through all
      the legal  formalities,  including the change of certificates of ownership
      of the relevant equipment and automobiles,  insurance  contracts and other
      matters,  within  thirty days from the  Effective  Date of the Transfer of
      this Agreement.
4.    From the Effective Date of the Transfer of this Agreement, Party B and its
      authorized  persons  shall have the full power and  authority to take over
      the transferred assets and to use them to do business operation or dispose
      of them in a lawful manner.

Article 3   Transferred Assets

The parties hereby agree that, on the Base Appraisal  Date, all the assets under
this Agreement that shall be transferred to Party B on the Effective Date of the
Transfer  are  listed in the Assets  Appraisal  Report in  Attachment  1 of this
Agreement.  The  parties  hereby  confirm  that,  on the  Effective  Date of the
Transfer,  Party A shall  transfer  all the  aforementioned  assets  to Party B,
including all the movable facilities, factory workshops and other buildings used
for  production,  as well as all  the  documents  and  materials  related  to or
attached  to  the  transferred  assets,  including  all  the  business  records,
accounting  and financial  records,  operation  records,  statistics  materials,
instruction manuals, maintenance instructions handbooks, training manual, and so
on, that are related to or  subordinate  to the  transferred  assets,  no matter
which form they are  recorded,  being in a written  form or  computer  software,
hardware, or other forms.

If the relevant business requires the approval from governmental agencies or the
consent of a third party, the parties shall cooperate to obtain such approval or
consent.  If such consent  cannot be obtained,  all the  contracts or agreements
signed by Party A with  customers  before  the  Effective  Date of the  Transfer


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("customer  contracts") shall be performed by Party A. If Party A cannot perform
such  obligations set forth in the customer  contracts as the relevant  business
has been  transferred  to Party B, Party A shall  entrust these  obligations  to
Party B, and pay corresponding costs and fees to Party B.

Article 4   Transfer Price, Time and Mode of Payment

1.    The parties  hereby agree that,  according to the  appraisal  value of the
      transferred  assets recorded in the Assets Appraisal Report,  the Transfer
      Price  for  the  transferred  assets  in  this  Agreement  amounts  to RMB
      forty-six million six hundred forty-six thousand (46,646,000) yuan.
2.    Party B shall pay the  Transfer  Price to Party A according  to the former
      item of this Agreement  within ten working days from the Effective Date of
      the Transfer set forth in Article 5 of this Agreement.
3.    The parties  hereby agree that,  if, from the Base  Appraisal  Date to the
      Effective  Date of the  Transfer,  the  value  of the  transferred  assets
      increases or decreases as a result of the constant  business  operation of
      Party A, Party A shall take  possession of the increased  value or make up
      for the decreased value.

Article 5  Conditions for the Effectiveness

1.    The transfer of the  transferred  assets under this Agreement shall become
      effective when the following conditions are fully fulfilled:  both parties
      put official seals on this Agreement,  together with the signatures of the
      legal representatives or authorized representatives of both parties.
2.    The  aforementioned  date when all the  conditions  are  fulfilled  is the
      Effective Date of the Transfer of this Agreement unless both parties agree
      otherwise.

Article 6   Representations, Warranties and Promises of Party A

Party A hereby makes the following  Representations,  Warranties and Promises to
Party B:

1.    Party A is a limited  liability  company duly organized,  validly existing
      and in good standing under the laws of the P.R.C and has all the necessary
      power and authority to establish and perform all the  responsibilities and
      obligations under this Agreement.  Once signed,  this Agreement has lawful
      and  effective  bounding  effect on Party A. Party A's action of  entering
      into  this  Agreement  with  Party B shall not lead to breach of any other
      contracts,  its Articles of association and founding  documents as well as
      any applicable Chinese law and regulation.

2.    Party A has the lawful and absolute ownership and controlling right to the


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      transferred  assets,  and has the  power  to sign  this  Agreement  and to
      transfer all or any part of the transferred assets, whereas such assets or
      any right  related to such  assets are free from the  restrictions  of any
      priority  rights or the rights of a third  party.  After  transfer  of the
      assets  under this  Agreement,  Party B shall  enjoy all the rights as the
      owner of the transferred assets and can transfer or dispose of such assets
      in a lawful manner, and shall not be restricted by any detain, mortgage or
      the rights claimed by a third party.
3.    On the signing  date and the  Effective  Date of the  Transfer  under this
      Agreement, there is no ongoing litigations, arbitrations or administrative
      actions in which Party A is involved as one party, or with any part of the
      transferred   assets  as  object,   or  may  involve   Party  A  into  any
      disadvantageous  verdict or award, that is, actions that may independently
      or jointly cause any grave negative  impact on the  transferred  assets or
      business operation.
4.    Party A has obtained all the certificates,  documents,  licenses, consent,
      authorization related to the transfer of assets, shall affect the legality
      of the transferred assets or the ownership of Party A, and do not have any
      default stipulated in law.
5.    All the property contained in the transferred assets that shall be insured
      according  to  Chinese  law and  common  practice  of the trade  have been
      insured by Party A on the signing date of this  Agreement.  Such insurance
      shall be still  effective  until the Effective  Date of the Transfer,  and
      Party A has not claimed any  compensation  for damages for such insurance.
      Party A promises  that it shall  neither  take nor ignore any actions that
      induce or may induce the invalidity of such insurance.
6.    Until the Effective  Date of the Transfer,  Party A is not involved in any
      production  and  operation  contract  or  arrangement   involving  unusual
      business terms and conditions  that may cause grave negative impact on the
      conditions of the transferred assets.
7.    Before the Effective Date of the Transfer, Party A's use of the land where
      the transferred  assets occupy has been lawful and there is no need to pay
      any  overdue  taxes  or  fees,  Besides,  there  is no  responsibility  or
      liability  on the part of Party B as a result of Party A's use of the land
      before the  Effective  Date of the  Transfer  which has not been  formally
      disclosed to Party B.
8.    All the  taxes and fees  related  to the  transferred  assets  which  have
      bearings on the validity or completeness  of the  transferred  assets have
      been paid off, and there are no overdue taxes or fees.
9.    No facts about the  transferred  assets have not been disclosed to Party B
      by Party A, which might affect the  establishment  of this  Agreement  and
      change the  original  meaning of any clause of this  Agreement  once being
      disclosed.
10.   On the Effective Date of the Transfer,  the factory  workshops,  machines,


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      tools and other equipment included in the transferred assets are all under
      good operational  conditions and regular maintenance and repairs have been
      done to them.
11.   The  high-level  management  or relevant  persons in charge shall have the
      confidentiality obligations for the business secrets or technical know-how
      about the  transferred  assets before the Effective  Date of the Transfer,
      and shall not disclose any of them to the outside or use them for business
      purpose.
12.   After the  Effective  Date of the Transfer,  Party A shall not,  within or
      outside the Chinese territory in any forms (including operation on its own
      or through  joint  ventures)  participate  in any business or action which
      shall bring actual or possible  competition  to the business  operation of
      Party B in a direct or indirect manner.
13.   Until the Effective Date of the Transfer,  Party A shall use, maintain and
      manage the transferred assets in the same way as usual.
14.   Until the Effective Date of the Transfer, Party A shall not dispose of any
      part of the assets in any unusual  manner.  Compared with the condition on
      the Base  Appraisal  Date, the value and  composition  of the  transferred
      assets shall not be subject to any obvious  change which shall put Party B
      in disadvantage.

Article 7   Representations, Warranties and Promises of Party B

Party B hereby makes the following representations, warranties and promises to
Party A:

1.    Party B is a limited  liability  company duly organized,  validly existing
      and in good standing as a wholly foreign funded  enterprise under the laws
      of  Singapore,  properly  owns its lawful  assets and operates its ongoing
      business.
2.    Party B has full power and  authority to acquire the  transferred  assets,
      and has obtained all the lawful  authorization  for signing and performing
      this Agreement.
3.    Party B shall  cooperate  with Party A to deal with all the issues  during
      the process of transfer of assets that are not discussed in this Agreement
      in line with the spirit of the laws and regulations of the state.
4.    Party  B  shall  pay  the  Transfer  Price  to  Party  A  pursuant  to the
      stipulations set forth in this Agreement.

Article 9   Confidentiality

Except  as  otherwise  clearly  prescribed  by the  applicable  Chinese  laws or
regulations, or relevant Articles of association of the company and stipulations
or requirements  clearly set forth in applicable  Chinese laws and  regulations,


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any party,  without  the  consent of the other  party,  shall not  disclose  any
information  about  this  Agreement  to any  third  party not  involved  in this
transfer before such transfer has been completed.

Article 10  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 11   Liabilities for Breach of Agreement

Any party breaks any representation, warranty or promise made in this Agreement,
or fails to abide by any clause of this  Agreement,  it shall be deemed as being
in breach of this agreement.  The party in breach shall compensate the observant
party  for all the  losses,  and the  observant  party  has the  right to decide
whether to go on performing or terminate this Agreement.

Article 12  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,  any  party can  submit  the  dispute  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 shall be final and have binding effect upon
      both parties.

2.    According to  applicable  Chinese  laws,  in the event that any  provision
      contained  in this  Agreement  shall be  determined  to be  invalid by the
      arbitration  court, the validity,  legality and enforceability of any such
      provision  in every other  respect and the  remaining  provisions  of this
      Agreement shall be in no matter impaired.

Article 13   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.


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Article 14   Assignment of Rights

Without the written consent from the other party, any party shall not assign its
rights under this Agreement. The successors and approved assignees of each party
shall all be bound by this Agreement.

Article 15   Force majeure

1.    "Force  majeure"  means  any  unforeseeable   event  beyond  the  parties'
      reasonable  control,  or any  predictable  event which cannot be prevented
      which  prevent  any  party  from  performing  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.

2.    In the event of force majeure,  the prevented party shall notify the other
      party by 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 delay the  performance of this Agreement
      or to terminate this Agreement.

Article 16  Appendices

All the appendices of this Agreement constitute integral parts of the Agreement,
which have the same legal effect.

Article 17   Text

This Agreement is written in Chinese and is made into four original copies,  and
each party shall keep two copies. Each copy has the same legal effect.












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                            Signatures of the Parties

IN WITNESS  WHEREOF,  the  undersigned  have  hereunto  set their  hands to this
Agreement in Tai'an City, PRC as of the day and year first above written.



Shandong Shengda Nanomaterials Co. Ltd

Legal representative: Shan Chuanpo

Name: /s/ Shan Chuanpo
     ------------------

Title: Executive Director

November 24, 2004



Singapore Eastern Nanomaterials Holdings Pte Ltd

Authorized representative: Chen Xiangzhi

Name: /s/ Chen Xiangzhi
     -------------------

Title: President

November 24, 2004












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                     Assets Purchase Supplemental Agreement

This Assets Purchase  Supplemental  Agreement  (hereinafter referred to as "this
Supplemental  Agreement")  is entered  into on February 20, 2005 in Tai'an City,
Shandong Province, People's Republic of China (hereinafter referred to as "PRC")
by the following parties:

Seller:  Shandong Shengda  Nanomaterials  Co., Ltd  (hereinafter  referred to as
      "Party A")
Legal address: Daiyue Economic Zone, Tai'an City;

Purchaser:   Singapore  Eastern  Nanomaterials  Holdings  Pte  Ltd  (hereinafter
      referred to as "Party B")
Legal address: 9, Laifushi Fang, Republic Building, Singapore

WHEREAS:

1.    Party A is a limited  liability  company duly organized,  validly existing
      and in good standing under the laws of the P.R.C,  which legally holds all
      the property rights of the transferred assets;
2.    Party B is a private limited  liability  company duly  organized,  validly
      existing and in good standing under the laws of Singapore;
3.    Party A and Party B entered into an Assets Purchase Agreement (hereinafter
      referred to as "Assets Purchase Agreement") on November 24, 2004, and have
      finished  the  transfer  of relevant  assets.  Party B has set up Shandong
      Haize   Nanomaterials   Co.,  Ltd  (hereinafter   referred  to  as  "Haize
      Nanomaterials")  in Tai'an  City,  Shandong  Province,  PRC to operate the
      transferred assets.
4.    After friendly negotiations,  Party A and Party B agree to collaborate and
      cooperate  with  each  other.  In order to  guarantee  the  assets  can be
      successfully  transferred  from Party A to Party B, further make clear the
      respective  rights and obligations,  with regard to the relevant issues of
      the transfer of assets,  Party A and Party B hereby make this Supplemental
      Agreement as follows:

Article 1  Definition

For all terms that are not specially defined in this Supplemental Agreement, the
meaning  thereof is the same as those in the Assets Purchase  Agreement  entered
into on November 24, 2004 by and between the two parties.

Article 2   Compensation Liabilities

For  all   requests,   claims  for  damages,   actions,   losses,   liabilities,
compensations,  expenses as well as expenditures that are directly or indirectly


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sustained  or endured by Party B as a result of the fact that Party A has broken
any representation, warranty, promise or agreement made by it in both the Assets
Purchase Agreement and this Supplemental Agreement, Party A agrees to compensate
Party B and exempt all the losses  suffered  by Party B. After Party B has taken
over the transferred assets, for any claims for damages, compensations, expenses
and taxes raised by a third party  against  Party B concerning  the  transferred
assets,  whether  Party A has broken any  representation,  warranty,  promise or
agreement made by it in both the Assets Purchase Agreement and this Supplemental
Agreement,  Party A shall take  measures  to exempt  Party B from the claims for
damages, or to compensate Party B with all the losses suffered from such claims.
Any claim put forward in line with the  requirements  set forth in this  article
shall be raised to Party A in a written  form,  accompanied  by  reasonable  and
detailed description of the facts and circumstances on which such a claim bases.

Article 3   Value Increase or Decrease

In  accordance  with the  stipulations  set forth in Article 4 (3) of the Assets
Purchase  Agreement,  if, from the Base  Appraisal Date to the Effective Date of
the Transfer,  the value of the transferred  assets  increases or decreases as a
result  of the  constant  business  operation  of  Party A,  Party A shall  take
possession of the increased value or make up for the decreased value.

According to the Balance  Sheet of Haize  Nanomaterials  by the date of December
31,  2004 (see  Attachment  1),  Party A and Party B confirm  irrevocably  that,
during the period  from the Base  Appraisal  Date to the  Effective  Date of the
Transfer,  all the added  value of the  transferred  assets  resulting  from the
constant  producing  and  operating  activities  of Party A  amounts  to RMB six
million six hundred and sixty-seven  thousand six hundred and ninety point eight
seven (6,667,690.87)  (hereinafter  referred to as "the Added Value"). The above
added  value  shall be paid to Party A by Haize  Nanomaterials  before  June 30,
2006.

Article 4   Payment Time of the Transfer Price

Notwithstanding  otherwise  stipulated in the Assets  Purchase  Agreement,  both
parties have agreed that Party B shall pay the transfer price in full to Party A
within six months after the founding date of Shandong Haize  Nanomaterials  Co.,
Ltd (i.e. December 14, 2004) pursuant to the stipulations set forth in Article 4
(1) of the Assets Purchase Agreement.


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Article 5   Miscellaneous

Party A and Party B hereby agree that, all the other articles of Assets Purchase
Agreement  are still  effective.  Relevant  provisions  in the  Assets  Purchase
Agreement  shall be applied to all  matters  not  specially  stipulated  in this
Supplemental Agreement.

Article 6   Effect

Party A and Party B hereby agree that, this Supplemental  Agreement shall become
effective  upon the  signature  and seal of the  legal  representatives  of both
parties.

Article 7   Originals

This Agreement can be made into several  originals and be signed.  Each original
copy has the same legal effect.




                                Page of Signature

                             (No text in this page)

                            Signature of the Parties

IN WITNESS  WHEREOF,  the  undersigned  have  hereunto  set their  hands to this
Agreement in Tai'an City, PRC as of the day and year first above written.


Shandong Shengda Nanomaterials Co. Ltd

Legal representative: Shan Chuanpo

Name: /s/ Shan Chuanpo
     ------------------

Title:

February 20, 2005


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Singapore Eastern Nanomaterials Holdings Pte Ltd

Legal Representative: Chen Xiangzhi

Name: /s/ Chen Xiangzhi
     -------------------

Title:

February 20, 2005


Shandong Haize Nanomaterials Co., Ltd

Legal Representative:  Jia Hongping

Name: /s/ Jia Hongping
     -----------------

Title:

February 20, 2005















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