Capital
      Contribution Transfer Agreement

    
      	
              Transferor:

            	
              Shenzhen
                Huiheng Industry Co. Ltd.

            
	 	 
	
              Legal
                Representative: 

              Registered
                Place: 

              Registered
                Address:

            	
              Hui
                Xiaobing

              China

              No.
                506 Block B, Yingdali Digital Park, Hongmian Road

              Futian
                Free Trade Zone, Shenzhen, Guangdong

            
	 	 
	
              Transferor:
                ID No.: Address:

            	
              Hui
                Xiaobing

              110105531204181

              30-D,
                Yinhu Jinbiyuan, Shenzhen, Guangdong

            
	 	 
	
              Transferee:

            	
              Allied
                Moral Holdings Limited

            
	 	 
	
              Authorized
                Representative: 

              Registered
                Place: Address:

            	
              Huang
                Jian

              British
                Virgin islands (BVI)

              P.O.
                Box 957, Offshore Incorporation Center, Road Town,

              Tortola,
                British Virgin Islands

            


    

    


    Whereas:

     

    1.  Tibet
      Changdu Shengfeng Industry Development Co., Ltd. (“Tibet
      Changdu”),
      a
      limited liability company which legally established on November 30, 2004 and
      duly existing;

     

    2.  The
      Transferors legally owns RMB50 million capital contribution in Tibet Changdu
      (“Designated
      Contribution”
      hereunder), which is 100% registered capital of Tibet Changdu;

     

    3.  The
      Transferors agree to transfer to the Transferee the Designated
      Contribution.

     

    After
      friendly consultations, Transferors and Transferee hereby execute this capital
      contribution transfer agreement (“Agreement”
      hereunder)
      upon matters related to the transfer of the Designated
      Contribution.

     

    Article
      1.  Warranties
      and Representations of the Parties

     

    1.  The
      Transferors hereby warrant and represent as follows:

     

    
      	(1)  	
              the
                Transferors has full legal right, approval and authority to execute
                this
                Agreement and to perform its obligations
                hereunder;

            


    

     

    
      	(2)  	
              the
                execution and performance of this Agreement do not and will not violate
                any other legitimate obligations assumed by
                Transferors;

            


    

     

    
      	(3)  	
              the
                Designated Contribution was legally acquired by the Transferors,
                free from
                any pledge or encumbrance;

            


    

     

    
      	(4)  	
              no
                any third party claims any rights on Designated
                Contribution.

            


    

     

    
      
        
        

      

      
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    2.  The
      Transferee hereby represents and warrants that:

     

    
      	(1)  	
              the
                Transferee has full legal right, approval and authority to execute
                this
                Agreement and to perform its obligations
                hereunder;

            


    

     

    
      	(2)  	
              the
                execution and performance of this Agreement do not and will not violate
                any other legitimate obligations assumed by
                Transferee.

            


    

     

    Article
      2.  Transfer
      of Designated Contribution

     

    1.  In
      accordance with the terms and conditions of this Agreement, the Transferors
      agree to transfer to Transferee the Designated Contribution held by Transferors
      in Tibet Changdu, and Transferee agrees to acquire such Designated Contribution
      transferred by Transferors under the terms and conditions
      hereunder.

     

    2.  After
      the
      transfer of the Designated Contribution, Transferor shall no longer have any
      equity investment in Tibet Changdu.

     

    Article
      3.  Transfer
      Price and Its Payment

     

    1.  The
      Transfer Price for the Designated Contribution shall be RMB50 million. The
      Transferee shall bear its duties and obligations in Tibet Changdu proportionate
      to the actually paid up contribution.

     

    2.  Transferor
      shall pay up the Transfer Price within 180 days since the day of
      approval.

     

    Article
      4.  Registration
      Procedures and Fees for Transfer

     

    1.  After
      the
      Transferee's acquisition of the Designated Contribution, Tibet Changdu shall
      become a wholly foreign-owned enterprise. Transferors shall urge and cause
      Tibet
      Changdu to properly finish the procedures for Designated Contribution's approval
      and modification within 20 business days since the effective day of this
      Agreement.

     

    2.  Fees
      for
      undertaking the procedures for the Designated Contribution's approval and
      modification shall be borne by Tibet Changdu.

     

    Article
      5.  Special
      Agreements

     

    1.  After
      modification registration procedure for the Designated Contribution has been
      completed and the Transfer Price has been fully paid up by Transferee, the
      shareholder's rights and obligations in Tibet Changdu originally enjoyed and
      borne by Transferors for the Designated Contribution shall be completely assumed
      by Transferee accordingly.

     

    2.  The
      Transferee shall guarantee that after the transfer of the Designated
      Contribution, the recruitment, engagement, dismissal, salary, welfare and other
      matters related to the employees of Tibet Changdu shall be still governed by
      Chinese Laws and the company regulations of Tibet Changdu. The Transferee should
      not intervene by any way into the management of employment of Tibet
      Changdu.

     

    
      
        
        

      

      
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    3.  The
      Transferee shall guarantee that after the transfer of the Designated
      Contribution, Tibet Changdu shall undertake its already existing credits and
      debts.

     

    Article
      6.  Liabilities
      for Breach of Contracts

     

    Any
      party
      in violation of the provisions of this agreement shall compensate for all
      economic losses induced to the other party who has fulfilled its
      obligations.

     

    Article
      7.  Applicable
      Law and of Dispute Settlement

     

    1.  This
      agreement shall be governed by Chinese Laws.

     

    2.  All
      disputes under this Agreement, if not settled through friendly negotiation,
      the
      dispute shall be submitted for arbitration under the auspices of Shenzhen
      Arbitration Committee in accordance with its arbitration rules.

     

    Article
      8.  Effectiveness
      and Miscellaneous

     

    1.  This
      Agreement shall be executed on the date of the signing and sealing by the
      Transferors and the signing of the authorized representatives by the Transferee
      respectively.

     

    2.  This
      Agreement shall be executed in 8 counterparts, two shall be kept by the parties,
      one shall be kept in the archives of Tibet Changdu, one for record at the
      registration department of relevant administration for industry and commerce
      of
      China, the rest shall be submitted to the approval authority.

     

    Transferor:
      Shenzhen Huiheng Industry Ltd. Co.

    by
      Legal/Authorized Representative:

     

    


    Transferor:
      Hui Xiaobing

    


    


    Transferee:
      Allied Moral Holdings Ltd. Co.

    by
      Legal/Authorized Representative:

     

    


    Place
      of
      Signing: Shenzhen,
      Guangdong

    Date
      of
      Signing: August
      21st, 2006

     

    
      
        
        

      

      
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