Management Entrustment Agreement

This Agreement is made and entered into on November 8, 2006 in Xi'an City,
China, by and between the following parties:

PARTY A: Xi'an Amorphous Alloy Zhongxi Transformer Co., Ltd
Registered business address: Xin Yuan Industry Tower, No.1 Xin Ke Road, New
District, Xi'an City
Legal representative: Yongxing Song

PARTY B: An Sen (Xi'an) Power Science & Technology Co., Ltd.
Registered business address: No.15 Gaoxin 6 Road, Hi-tech Industries Development
Zone, Xi'an. P. R. of China
Legal representative: Yarong Feng

WHEREAS:

1. Party A is a joint stock limited company registered in Xi'an Shaanxi
Province, and legally existing to date. The number of its business license is
6101001401860.

2. Party B is a foreign investment enterprise incorporated and registered in
Xi'an City, Shaanxi Province, People's Republic of China, and legally existing
to date. The number of its business license is: Qi Du Shaan Xi'An Zong Zi Di No.
002433

3. In light of Xi'An Amorphous Alloy Science & Technology Co., Ltd, Party A's
real owner, intention to go public at OTCBB in the United States through Party
B's parent company, China Power Equipment Inc, ("China Power" hereinafter, a US
company registered in Maryland), in order to let Party B have actual control of
Party A and realize the consolidation of financial statements, Party A intends
to irrevocably entrust to Party B for its management the right of operation
management of Party A and the responsibilities and authorities of the
shareholders' meeting and the board of directors of Party A.

4. Party B agrees to accept the entrustment of Party A, and to exercise the
right of operation management of Party A and the responsibilities and
authorities of the shareholders' meeting and the board of directors of Party A.

5. Party A has obtained the approval of its shareholders' meeting to enter into
this Agreement.

NOW, THEREFORE, through friendly consultation, under the principle of equality
and mutual benefits, in accordance with the relevant laws and regulations of the
People's Republic of China, the parties agree to enter into this Agreement and
to be bound with the terms and conditions as follows:

Article 1 Entrusted Operation

1.1   Party A agrees to irrevocably entrust the right of operation management of
      Party A and the responsibilities and authorities of Party A's
      shareholders' meeting and the board of directors to Party B in accordance
      with the terms and conditions of this Agreement. Party B agrees to
      exercise the aforesaid rights and responsibilities in accordance with the
      terms and conditions of this Agreement.
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1.2   The term of the entrusted operation is from the effective date of this
      Agreement to the earliest date of the following:

      1)    The termination date of Party A's business; or

      2)    The termination date of the entrusted operation as agreed upon by
            the parties under this Agreement; or

      3)    The date on which Party B possesses more than 51% of Party A's
            shares.

1.3   The purpose of the entrusted operation is: Before Party B possesses the
      controlling stock (more than 51%) of Party A, Party B shall be in charge
      of the normal business operations of Party A and perform the
      responsibilities and rights of Party A's shareholders' meeting and the
      board of directors, and Party A shall pay its profit (if any) to Party B
      and Party B shall be responsible to Party A's loss (if any). During the
      term of the entrusted operation, Party B, as the entrusted manager, shall
      provide full management to Party A's operations.

1.4   The contents of the entrusted operation shall include but not limited to
      the following:

      1)    Party B shall be in charge of all aspects of Party A's operations;
            nominate and replace the members of Party A's board of directors,
            engage Party A's management staff and decide their compensation.

      2)    Party B shall manage and control all the funds of Party A. The
            account of Party A shall be managed and decided solely by Party B.
            The seals and signatures for such account shall be the seals and
            signatures of the personnel appointed and confirmed by Party B. All
            the cash of Party A shall be kept in this entrusted account shall be
            handled through this account, including but not limited to receipt
            of all Party A's business income, current working capital, recovered
            account receivables, etc., and the payment of all account payables
            and operation expenses, employee salaries and asset purchases, etc.

      3)    All the matters of Party A, including internal financial management,
            day-to-day operation, external contact execution and performance,
            tax filing and payment, change of rights and personnel, etc., shall
            be controlled and managed by Party B in all aspects.

      4)    Party B shall enjoy all the other responsibilities and rights
            enjoyed by Party A's shareholders' meeting in accordance with the
            Company Law and the articles of association of Party A, including
            but not limited to the following:

            a.    Deciding Party A's operation principles and investment plan;
            b.    Discussing and approving the report of the board of directors;
            c.    Discussing and approving the report of the supervisor;
            d.    Discussing and approving the annual financial budget and
                  settlement plan;
            e.    Discussing and approving the profit distribution plan and the
                  loss compensation plan;
            f.    Resolving on the increase or decrease of the registered
                  capital;
            g.    Resolving on the issuance of the corporate bond;
            h.    Resolving on the matters including merger, division, change of
                  corporate form, dissolution and liquidation of the company;
            i.    Amending the articles of association;
            j.    Other responsibilities and rights provided by Party A's
                  articles of association.
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      5)    Party B enjoys all the other responsibilities and rights enjoyed by
            Party A's board of directors in accordance with the Company Law and
            the articles of association of Party A, including but not limited to
            the following:

            a.    Convening the shareholders' meeting and report to the
                  shareholders' meeting;
            b.    Executing the resolution of the shareholders' meeting;
            c.    Deciding the company's operation plan and investment scheme;
            d.    Composing the annual financial budget and settlement plan;
            e.    Formulating the profit distribution plan and the loss
                  compensation plan;
            f.    Formulating the plans regarding to the increase or decrease of
                  the registered capital and the issuance of the corporate bond;
            g.    Formulating the plans regarding to the matters including
                  merger, division, change of corporate form and dissolution of
                  the company;
            h.    Deciding on the establishment of the internal management
                  structure of the company;
            i.    Formulating the basic rules and regulations of the company;
            j.    Other responsibilities and rights provided by Party A's
                  articles of association

      6)    The said entrustment is irrevocable and shall not be withdrawn,
            unless the Agreement is terminated.

1.5   The Fee of Entrusted Operation: For the performance of the entrusted
      matters provided under this Agreement, Party A shall pay an entrustment
      fee to Party B, which shall be Party A's total profit (if any) after
      deduction of necessary expenses. If the net amount is zero or negative
      after the aforesaid calculation, Party A shall not pay any entrustment
      fee, and the loss of the given month shall be deducted in the following
      months' entrustment fee. Party A and Party B shall calculate and settle
      each month's entrustment fee payable by Party A within 10 days after the
      end of that month.

1.6   The Assumption of the Entrustment Risk: Party B shall assume all the
      operation risks in association with the management of Party A entrusted to
      it. Party B shall be responsible for any loss incurred to Party A's
      operation. If Party A's cash is not enough to pay its debt, Party B is
      liable to pay the debt; if the loss leads to a net asset less than the
      registered capital, Party B shall be liable to make up for the deficiency.

Article 2 Rights and Obligations of the Parties

2.1   During the term of the entrusted operation, the rights and obligations of
      Party A shall include:

      1)    After the execution of this Agreement, the management of Party A
            shall be handed over to Party B. Party A's board of directors shall,
            within 5 days after the effective date of this Agreement, deliver
            Party A's seals and financial materials (including but not limited
            to balance sheet, profit and loss statement, cash flow statement and
            any attachments, relevant right certificates and other proprietary
            and operation documents) to Party B to ensure that Party B could
            exercise its operation management rights in all aspects after taking
            over the management of Party A and could set up financial records
            accordingly;
<PAGE>

      2)    During the term of the entrusted operation, without Party B's
            consent, Party A and its shareholders' meeting and board of
            directors shall not make any decision on Party A's operations, and
            they shall not intervene with Party B's entrusted management
            activities in any form;

      3)    During the term of the entrusted operation, Party A's board of
            directors shall have the obligation to cooperate with Party B in
            accordance with Party B's request to ensure the stability and
            consistency of the operation;

      4)    To entrust the authorities of the shareholders' meeting and the
            board of directors to Party B;

      5)    To timely pay the entrustment fee to Party B;

      6)    Without Party B's consent, Party A shall not entrust any third party
            other than Party B in any form to manage Party A's businesses;

      7)    The board of directors and shareholders meeting of Party A shall
            issue necessary documents for the purpose of accomplishing the
            management by Party B;

      8)    Party A shall not unilaterally early terminate this Agreement for
            any reason.

      9)    Other rights and obligations of Party A provided under this
            Agreement.

2.2   During the term of the entrusted operation, the rights and obligations of
      Party B shall include:

      1)    Party B shall enjoy independent and comprehensive management right
            over Party A's operations;

      2)    Party B shall have the right to adjust the organizational structure
            and the personnel placement of Party A based on the needs of the
            management;

      3)    Party B shall have the right to dispose of all the assets on the
            books of Party A on the execution day of this Agreement, and Party
            can B dispose of any of the aforesaid assets without any prior
            consent of Party A;

      4)    Party B shall be entitled to all of the Party A's income after
            deducting necessary expenses.

      5)    Party B shall timely take over of Party A;

      6)    Party B shall carry out all the responsibilities and rights
            entrusted to it under this Agreement in good faith and with honesty
            and trustworthiness, and shall pay reasonable attention to the
            entrusted matters and notify Party A timely of relevant matters;

      7)    Party B shall act in good faith and consult with Party A in regards
            to the handling of matters not covered by this Agreement;

      8)    Other obligations shall be performed by Party B under this
            Agreement.

Article 3 Warranties and Representations

Each party shall warrant and represent to the other party, on the execution day
of this Agreement, that:

1)    Each party shall have the right to enter into this Agreement, and the
      ability to perform this Agreement;

2)    In order to execute and perform this Agreement, each party has gone
      through the necessary internal decision-making procedures and obtained the
      approval;
<PAGE>

3)    Each party has duly authorized its representative to execute this
      Agreement;

4)    Each party shall not have any reason of its own that will encumber the
      effectiveness of this Agreement from the effective date and become binding
      on such party;

5)    The execution of this Agreement and the performance of the obligations
      hereunder will NOT:

      a)    violate the business license, articles of association or any other
            similar documents of that party;
      b)    violate the laws and regulations of China or the government
            authorization or permit;
      c)    violate any other contracts or agreements to which that party is a
            party (or is bound), or lead to that party's breach of contract
            under such contracts or agreements.

Article 4 Effect of the Agreement

This Agreement shall be valid upon the subscription of both parties' legal
representatives or duly authorized representatives and the affixture of both
parties' corporate seals.

Article 5 Liability of Beach of the Agreement

After the effectiveness of this Agreement, apart from the situation described in
Article 6 of this Agreement, either party's violation of any provisions under
this Agreement shall constitute a breach of this Agreement and thus be liable to
compensate the non-breaching party for any damages that may arise thereof.

Article 6 Force Majeure

Either party's failure to perform the obligations or part of the obligations of
this Agreement due to a force majeure event shall not be deemed as a breach of
the agreement; however, the non-performing party shall timely provide effective
evidence of the force majeure event to the other party, and the parties shall
discuss a settlement plan through consultation.

Article 7 The Governing Law

The execution, effectiveness, interpretation, performance and dispute resolution
of this Agreement shall be governed by the laws and regulations of China.

Article 8 Dispute Resolution

Any dispute arising under this Agreement shall be first settled by the parties
through friendly consultation. If the dispute cannot be settled through
consultation, either party is entitled to submit the dispute to the people's
court that has jurisdiction over the dispute .

Article 9 Confidentiality

9.1   The parties agree and shall cause their relevant personnel to keep strict
      confidence of all the terms and conditions of this Agreement and all the
      matters of the entrusted operation that have access to. They shall not
      disclose the aforesaid information to any third party unless it is
      required by the explicit provision of law, or the instruction of judicial
      or governmental agencies or with consent of the other party, otherwise,
      the disclosing party shall bear the relevant legal consequences.
<PAGE>

9.2   The confidentiality obligation of the parties shall survive the
      termination of this Agreement.

Article 10 Severability of the Clauses

10.1  If any clause of this Agreement is invalidated or non-enforceable due to
      the provisions of laws or regulations, this clause is invalid while all
      other clauses shall remain in full force and effect and binding upon both
      parties.

10.2  In the event the aforesaid situation occurs, the parties shall, through
      friendly consultation, agree upon supplemental clause to replace the
      invalid clause at their earliest possible time.

Article 11 Non-waiver of Rights

11.1  If one party fails or delays to exercise a certain right provided under
      this Agreement, such failure or delay shall not constitute the waiver of
      such right by that party.

11.2  If one party fails to require the other party to perform a certain
      obligation provided under this Agreement, such failure shall not
      constitute the waiver by that party of the right to require the other
      party to perform at a later time.

11.3  If one party violates any clause of this Agreement and obtains a waiver of
      liability from the non-violating party, such waiver shall not constitute
      the waiver of liability by the non-violation party over the violations by
      the other party at a later time or of other clauses of this Agreement.

Article 12 No Transfer

Unless otherwise provided in this Agreement, without the prior written consent
of the other party, one party shall not transfer or entrust this Agreement or
any right or obligation under this Agreement to a third party, nor shall one
party provide any guarantee to a third party or do other similar things.

Article 13 Miscellaneous

13.1  Any supplemental agreements entered into by the parties after the
      effective date of this Agreement shall be an effective part of this
      Agreement and have the same legal effect as this Agreement. If there is
      any discrepancy between the supplemental agreement and this Agreement, the
      supplemental agreement shall prevail.

13.2  This Agreement is written in Chinese This Agreement is executed in six
      official copies, each party shall have two official copies and the
      remaining shall be retained for the government procedure purpose.

13.3  IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
      on this date first above written.

(NO CONTEXT BELOW)
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(SIGNATURE PAGE)

PARTY A: Xi' an Amorphous Alloy Zhongxi Transformer Co., Ltd


Legal representative:
(or authorized representative)



PARTY B: An Sen (Xi'an) Power Science & Technology Co., Ltd.


Legal representative:
(or authorized representative)