OPTION
AGREEMENT

    


    This
Option Agreement (this “Agreement”) is dated April 2, 2010, and is entered into
in Dachang
Hui Autonomous County, Hebei Province, People’s Republic of China (“PRC” or
“China”) by and among Hebei Anbang Investment Consultation Co., Ltd. (“Party A”)
and Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng
Company” or “Party B”), and the shareholders holding 100% of the issued and
outstanding equity interests of Party B (the “Shareholders of Party B” or “Party
C”). Party A, Party B, and Party C are each referred to in this Agreement
as a “Party” and collectively as the “Parties.”

    


    RECITALS

    


    1. Party
A, a company incorporated in the PRC as a foreign investment
enterprise, specializes in the research and development of ferrous metal
products and consulting of enterprise management and investment, and the
Baosheng Company is engaged in a variety of ferrous products (collectively the
“Business”), including the process and sale of the cold rolled steel strip, cold
rolled steel coil, high frequency welded pipe and tin plates; import and export
of steel materials. Party A and the Baosheng Company have entered into a certain
Consulting Services Agreement dated April 2, 2010 (the “Consulting Services
Agreement”) in connection with the Business.

    


    2. The
Shareholders are shareholders of Party B, each legally holding such amount
of equity interest of the Party B as set forth on the signature page of
this Agreement and collectively holding 100% of the issued and outstanding
equity interests of Party B (collectively the “Equity
Interest”).

    


    3. The
Parties are entering into this Agreement in connection with the
Consulting Services Agreement.

    


    NOW, THEREFORE, the Parties to
this Agreement hereby agree as follows:

    


    1.
PURCHASE AND SALE OF EQUITY INTEREST

    


    1.1 Grant
of Rights. The Shareholders (hereinafter the “Transferors”)
hereby collectively and irrevocably grant to Party A or a designee of Party
A (the “Designee”) an option to purchase at any time, to the extent
permitted under PRC Law, all or a portion of the Equity Interest in accordance
with such procedures as determined by Party A, at the price specified in Section
1.3 of this Agreement (the “Option”). No Option shall be granted to any party
other than to Party A and/or a Designee. Party B hereby agrees to Party C’s
grant of the Option to Party A and/or the Designee. As used herein, Designee may
be an individual person, a corporation, a joint venture, a partnership, an
enterprise, a trust or an unincorporated organization.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    1.2
Exercise of Rights. According with the requirements of applicable PRC
laws and regulations, Party A and/or the Designee may exercise the Option
at any time by issuing a written notice (the “Notice”) to one or more of the
Transferors and specifying the amount of the Equity Interest to be purchased
from such Transferor(s) and the manner of purchase.

    


    1.3
Purchase Price.

    


    1.3.1 The
purchase price of the Equity Interest pursuant to an exercise of the Option
shall be equal to the original paid-in price of the Transferors, adjusted pro
rata for purchase of less than all of the Equity Interest, unless
applicable PRC laws and regulations require an appraisal of the Equity Interest
or stipulate other restrictions regarding the purchase price of the Equity
Interest.

    


    1.3.2 If
the applicable PRC laws and regulations require an appraisal of the Equity
Interest or stipulate other restrictions regarding the purchase price of the
Equity Interest at the time Party A exercises the Option, the Parties agree
that the purchase price shall be set at the lowest price permissible under
the applicable laws and regulations.

    


    1.4
Transfer of Equity Interest. Upon each exercise of the Option under
this Agreement:

    


    1.4.1 The
Transferors shall hold or cause to be held a meeting of shareholders of
Party B in order to adopt such resolutions as necessary in order to approve the
transfer of the relevant Equity Interest (such Equity Interest hereinafter the
“Purchased Equity Interest”) to Party A and/or the Designee;

    


    1.4.2 The
relevant Parties shall enter into an Equity Interest Purchase Agreement in
a form reasonably acceptable to Party A, setting forth the terms and conditions
for the sale and transfer of the Purchased Equity Interest;

    


    1.4.3 The
relevant Parties shall execute, without any security interest, all other
requisite contracts, agreements or documents, obtain all requisite approval and
consent of the government, conduct all necessary actions, transfer the valid
ownership of the Purchased Equity Interest to Party A and/or the Designee, and
cause Party A and/or the Designee to be the registered owner of the Purchased
Equity Interest. As used herein, “security interest” means any mortgage,
pledge, the right or interest of the third party, any purchase right of equity
interest, right of acquisition, right of first refusal, right of set-off,
ownership detainment or other security arrangements; however, such term shall
not include any security interest created under that certain Equity Pledge
Agreement dated as of April 2, 2010 by and among the Parties (the “Pledge
Agreement”).

    


    1.5
Payment. Payment of the purchase price shall be determined through negotiation
between the Transferors and Party A in accordance with the applicable laws at
the time of the exercise of the Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.
REPRESENTATIONS RELATING TO EQUITY INTEREST

    


    2.1 Party
B’s Representations. Party B hereby represents and warrants:

    


    2.1.1
Without Party A’s prior written consent, Party B’s Articles of Association
shall not be supplemented, changed or renewed in any way, Party B’s registered
capital of shall not be increased or decreased, and the structure of Party B’s
registered capital shall not be changed in any form;

    


    2.1.2 To
maintain the corporate existence of Party B and to prudently
and effectively operate the Business according with customary fiduciary
standards applicable to managers with respect to corporations and their
shareholders;

    


    2.1.3
Upon the execution of this Agreement, to not sell, transfer, mortgage
or dispose, in any other form, any asset, legitimate or beneficial interest
of business or income, or encumber or approve any encumbrance or imposition of
any security interest on Party B’s assets without Party A’s prior written
consent;

    


    2.1.4 To
not issue or provide any guarantee or permit the existence of any debt
without Party A’s prior written consent, other than (i) such debt that may arise
from Party B’s ordinary course of business (excepting a loan); and (ii)
such debt which has been disclosed to Party A;

    


    2.1.5 To
operate and conduct all business operations in the ordinary course of
business, without damaging the Business or the value of Party B’s
assets;

    


    2.1.6 To
not enter into any material agreements without Party A’s prior written consent,
other than agreements entered into in the ordinary course of business (for
purpose of this paragraph, if any agreement for an amount in excess of One
Hundred Thousand Renminbi (RMB 100,000) shall be deemed a material
agreement);

    


    2.1.7 To
not provide loan or credit to any other party or organization without Party
A’s prior written consent;

    


    2.1.8 To
provide to Party A all relevant documents relating to the Business and its
operations and finance at the request of Party A;



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.1.9 To
purchase and maintain general business insurance of the type and amount
comparable to those held by companies in the same industry, with similar
business operations and assets as Party B, from an insurance company approved by
Party A;

    


    2.1.10 To
not enter into any merger, cooperation, acquisition or investment without
Party A’s prior written consent;

    


    2.1.11 To
notify Party A of the occurrence or the potential occurrence of litigation,
arbitration or administrative procedure relating to Party B’s assets,
business operations and/or income;

    


    2.1.12 In
order to guarantee the ownership of Party B’s assets, to execute
all requisite or relevant documents, take all requisite or relevant
actions, and make and pursue all relevant claims;

    


    2.1.13 To
not assign the Equity Interest in any form without Party A’s prior written
notice; however, Party B shall distribute dividends to the Shareholders upon
the request of Party A; and

    


    2.1.14 In
accordance with Party A’s request, to appoint any person designated by
Party A to a management position for Party B.

    


    2.2
Transferors’ Representations. The Transferors hereby represent and
warrant:

    


    2.2.1
Without Party A’s prior written consent, upon the execution of
this Agreement, to not sell, transfer, mortgage or dispose in any other
form any legitimate or beneficial interest of the Equity Interest, or to
approve any security interest, except as created pursuant to the Pledge
Agreement;

    


    2.2.2
Without Party A’s prior written notice, to not adopt or support or execute
any shareholders resolution at any meeting of the shareholders of Party B that
seeks to approve any sale, transfer, mortgage or disposal of any legitimate or
beneficial interest of the Equity Interest, or to allow any attachment of
security interests, except as created pursuant to the Pledge
Agreement;

    


    2.2.3
Without Party A’s prior written notice, to not agree or support or execute
any shareholders resolution at any meeting of the shareholders of Party B that
seeks to approve Party B’s merger, cooperation, acquisition or
investment;

    


    2.2.4 To
notify Party A the occurrence or the potential occurrence of
any litigation, arbitration or administrative procedure relevant to the
Equity Interest;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2.5 To
cause Party B’s Board of Directors to approve the transfer of the Purchased
Equity Interest pursuant to this Agreement;

    


    2.2.6 In
order to maintain the ownership of Equity Interest, to execute
all requisite or relevant documents, conduct all requisite or relevant
actions, and make all requisite or relevant claims, or make requisite or
relevant defense against all claims of compensation;

    


    2.2.7
Upon the request of Party A, to appoint any person designated by Party A to
be a director of Party B; and

    


    2.2.8 To
prudently comply with the provisions of this Agreement and any other
agreements entered into with Party A and Party B in connection therewith, and
to perform all obligations under all such agreements, without taking any
action or nonfeasance that may affect the validity and enforceability of such
agreements.

    


    3.
Representations and Warranties. As of the execution date of this Agreement and
on each transfer of Purchased Equity Interest pursuant to an exercise of
the Option, Party B and the Transferors hereby represent and warrant as
follows:

    


    3.1 Such
Parties shall have the power and ability to enter into and deliver
this Agreement and to perform their respective obligations thereunder, and
at each transfer of Purchased Equity Interest, the relevant Equity Interest
Purchase Agreement and to perform their obligations thereunder. Upon execution,
this Agreement and each Equity Interest Purchase Agreement will constitute
legal, valid and binding obligations and be fully enforceable in accordance with
their terms;

    


    3.2 The
execution and performance of this Agreement and any Equity
Interest Purchase Agreement shall not: (i) violate any relevant laws and
regulations of the PRC; (ii) conflict with the Articles of Association or other
organizational documents of Party B; (iii) cause to breach any agreements or
instruments or having binding obligation on it, or constitute a breach under any
agreements or instruments or having binding obligation on it; (iv) breach
relevant authorization of any consent or approval and/or any effective
conditions; or (v) cause any authorized consent or approval to be suspended,
removed, or cause other added conditions;

    


    3.3 The
Equity Interest is transferable in whole and in part, and neither Party
B nor the Transferors has permitted or caused any security interest to be
imposed upon the Equity Interest other than pursuant to the Pledge
Agreement;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.4 Party
B does not have any unpaid debt, other than (i) such debt that may
arise during the ordinary course of business; and (ii) debt either
disclosed to Party A or incurred pursuant to Party A’s written
consent;

    


    3.5 Party
B has complied with all applicable PRC laws and regulations in connection
with this Agreement;

    


    3.6 There
are no pending or ongoing litigation, arbitration or
administrative procedures with respect Party B, its assets or the Equity
Interests, and Party B and the Transferors have no knowledge of any pending
or threatened claims to the best of their knowledge; and

    


    3.7 The
Transferors own the Equity Interest free and clear of encumbrances of
any kind, other than the security interest pursuant to the Pledge
Agreement.

    


    4.
ASSIGNMENT OF AGREEMENT

    


    4.1 Party
B and the Transferors shall not transfer their rights and obligations
under this Agreement to any third party without Party A’s prior written
consent.

    


    4.2 Party
B and the Transferors hereby agrees that Party A shall be able to
transfer all of its rights and obligations under this Agreement to any
third party, and such transfer shall only be subject to a written notice of
Party A to Party B and the Transferors without any further consent from Party B
or the Transferors.

    


    5.
EFFECTIVE DATE AND TERM

    


    5.1 This
Agreement shall be effective as of the date first set forth above.

    


    5.2 The
term of this Agreement is ten (10) years unless it is early terminated
in accordance with this Agreement. This Agreement may be extended by Party
A’s written consent prior to the expiration of this Agreement. The terms of
any such extension shall be determined through mutual agreement of the
Parties.

    


    5.3 At
the end of the term of this Agreement (including any extension thereto),
or if earlier terminated pursuant to Section 5.2, the Parties agree that
any transfer of rights and obligations pursuant to Section 4.2 shall continue to
be in effect.

    


    6.
APPLICABLE LAWS AND DISPUTE RESOLUTION

    


    6.1
Applicable Laws. The execution, validity, interpretation and performance
of this Agreement and the dispute resolution under this Agreement shall be
governed by the laws of PRC.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    6.2
Dispute Resolution. The Parties shall strive to resolve any disputes
arising from the interpretation or performance of this Agreement through
amicable negotiations. If such dispute cannot be settled within thirty (30)
days, any Party may submit such dispute to China International Economic and
Trade Arbitration Commission (“CIETAC”) for arbitration. The arbitration shall
abide by the current rules of CIETAC, and the arbitration proceedings shall be
conducted in Shanghai, China in Chinese. The determination of CIETAC shall be
final and binding upon the Parties.

    


    7. Taxes
and Expenses. Each Party shall, according with PRC laws, bear any and
all registration taxes, costs and expenses for the transfer of equity
arising from the preparation, execution and completion of this Agreement and all
Equity Interest Purchase Agreements.

    


    8.
Notices. Notices or other communications required to be given by any
Party pursuant to this Agreement shall be written in English and Chinese
and delivered personally or sent by registered mail or prepaid mail or by a
recognized courier service or by facsimile transmission to the relevant address
of each Party as set forth below or other addresses of the Party as specified by
such Party from time to time. The date when the notice is deemed to be duly
served shall be determined as follows: (a) a notice delivered personally is
deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly
served the tenth (10th) day after the date of the air registered mail with the
postage prepaid has been sent out (as is shown on the postmark), or the fourth
(4th) day after the delivery by an internationally recognized courier service;
and (c) a notice sent by facsimile transmission is deemed duly served upon
the receipt time as shown on the transmission confirmation.

    


    Party
A

    Hebei
Anbang Investment Consultation Co., Ltd.

    Address:
Inside of Baosheng Steel Product Company, No. 3

    Muslim
Shangmao Street (Xiaodingfu Part in the south of

    Jingha
Road), Xiadian Town, Hui Autonomous County,

    China

    Attn: LI,
Hongzhou

    Fax:

    Tel:

    


    Party
B:

    Dachang
Hui Autonomous County Baosheng Steel Products Co.,

    Ltd.

    Address:
Xiadian Town Industrial Zone, Dachang County, China.

    Attn: LI,
Hongzhong

    Fax:

    Tel:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Party
C :

    LI,
Hongzhong

    Address:

    Tel:

    Fax:

    


    MENG,
Xianmin

    Address:

    Tel:

    Fax

    


    CHEN,
Wenyi

    Address:

    Tel:

    Fax:

    Fax:

    


    9.
Confidentiality. The Parties acknowledge and confirm that any oral or
written information exchanged by the Parties in connection with this
Agreement is confidential. The Parties shall maintain the confidentiality
of all such information. Without the written approval by the other Parties,
any Party shall not disclose to any third party any confidential information
except as follows:

    


    (a) Such
information was in the public domain at the time it was
communicated;

    


    (b) Such
information is required to be disclosed pursuant to the applicable
laws, regulations, policies relating to the stock exchange; or

    


    (c) Such
information is required to be disclosed to a Party’s legal counsel
or financial consultant, provided however, such legal counsel and/or
financial consultant shall also comply with the confidentiality as stated
hereof. The disclosure of confidential information by employees or agents
of the disclosing Party is deemed to be an act of the disclosing Party, and
such Party shall be responsible for all breach of confidentiality arising from
such disclosure. This provision shall survive even if certain clauses of this
Agreement are subsequently amended, revoked, terminated or determined to be
invalid or unable to implement for any reason.

    


    10.
Further Warranties. The Parties agree to promptly execute such documents
as required to perform the provisions of this Agreement, and to take such
actions as may be reasonably required to perform the provisions of this
Agreement.

    


    11.
MISCELLANEOUS

    


    11.1
Amendment, Modification and Supplement. Any amendments and supplements to
this Agreement shall only take effect if executed by both Parties in
writing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.2
Entire Agreement. Notwithstanding Article 5 of this Agreement, the
Parties acknowledge that this Agreement constitutes the entire agreement of
the Parties with respect to the subject matters therein and supercede and
replace all prior or contemporaneous agreements and understandings, whether oral
or in writing.

    


    11.3
Severability. If any provision of this Agreement is deemed invalid
or non-enforceable according with relevant laws, such provision shall be
deemed invalid only within the applicable laws and regulations of the PRC, and
the validity, legality and enforceability of the other provisions hereof
shall not be affected or impaired in any way. The Parties shall, through
reasonable negotiation, replace such invalid, illegal or non-enforceable
provisions with valid provisions in order to bring similar economic effects of
those invalid, illegal or non-enforceable provisions.

    


    11.4
Headings. The headings contained in this Agreement are for reference
only and shall not affect the interpretation and explanation of the
provisions in this Agreement.

    


    11.5
Language and Copies. This Agreement shall be executed in English in
four (8) duplicate originals. Each Party shall hold one (1) original, each
of which shall have the same legal effect.

    


    11.6
Successor. This Agreement shall be binding on the successors of each
Party and the transferee allowed by each Party.

    


    11.7
Survival. Each Party shall continue to perform its
obligations notwithstanding the expiration or termination of this
Agreement. Article 6, Article 8, Article 9 and Section 11.7 hereof shall
continue to be in full force and effect after the termination of this
Agreement.

    


    11.8
Waiver. Any Party may waive the terms and conditions of this Agreement
in writing with the written approval of all the Parties. Under certain
circumstances, any waiver by a Party to the breach of other Parties shall not be
construed as a waiver of any other breach by any other Parties under similar
circumstances.

    


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