EQUITY
PLEDGE AGREEMENT

    


    This
Equity Pledge Agreement (hereinafter 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 (“Pledgee”), and each of the shareholders
listed on the signature pages hereto (each a “Pledgor” and collectively, the
“Pledgors”) of Dachang Hui Autonomous County Baosheng Steel Products Co., Ltd.
(“Baosheng Company”). The Baosheng Company is made a party to this Agreement for
the purpose of acknowledging the Agreement.

    


    RECITALS

    


    1. The
Pledgee incorporated in the PRC as a foreign investment enterprise and
specializes in research and development of ferrous metal products and
consulting of enterprise management and investment.

    


    2.
Baosheng Company is engaged in a variety of production 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.

    


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

    


    4. The
Pledgee and the Baosheng Company have executed a Consulting
Services Agreement dated April 2, 2010 (the “Consulting Services
Agreement”) concurrently herewith, pursuant to which the Baosheng Company shall
pay consulting and service fees (the “Consulting Services Fee”) to the Pledgee
for consulting and related services in connection with the
Business.

    


    5. In
order to ensure that the Baosheng Company will perform its obligations under
the Consulting Services Agreement, and in order to provide an additional
mechanism for the Pledgee to enforce its rights to collect the Consulting
Services Fee from the Baosheng Company, the Pledgors agree to pledge all their
equity interests in the Baosheng Company as security for the performance of the
obligations of the Baosheng Company under the Consulting Services Agreement,
including payment of the Consulting Services Fee.

    


    NOW THEREFORE, the Pledgee and
the Pledgors through mutual negotiations hereby enter into this Agreement based
upon the following terms:

    


    1.
Definitions and Interpretation. Unless otherwise provided in this Agreement,
the following terms shall have the following meanings:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1.1
“Pledge” refers to the full content of Section 2 hereunder.

    


    1.2
“Equity Interest” refers to all the equity interests in the Baosheng
Company legally held by the Pledgors.

    


    1.3 “Term
of Pledge” refers to the period provided for under Section 3.2
hereunder.

    


    1.4
“Event of Default” refers to any event in accordance with Section 7.1
hereunder.

    


    1.5
“Notice of Default” refers to the notice of default issued by the Pledgee
in accordance with this Agreement.

    


    2. The
Pledge. The Pledgors hereby pledge the Equity Interest to the Pledgee as a
security for the obligations of the Baosheng Company under the Consulting
Services Agreement (the “Pledge”). Pursuant thereto, the Pledgee shall have
priority in receiving payments from the evaluation or the proceeds from the
auction or sale of the Equity Interest. The Equity Interest shall
hereinafter be referred to as the “Pledged Collateral”.

    


    3. Term
of Pledge.

    


    3.1 The
Pledge shall take effect as of the date when the Pledge is recorded in
the Baosheng Company’s Register of Shareholders, and shall expire two (2)
years from the Baosheng Company’s satisfaction of all its obligations under
the Consulting Services Agreement (the “Term”).

    


    3.2
During the Term, the Pledgee shall be entitled to vote, control, sell, or
dispose of the Pledged Collateral in accordance with this Agreement in the
event that the Baosheng Company does not perform its obligations under the
Consulting Services Agreement, including without limitations thee failures to
pay the Consulting Service Fee.

    


    3.3
During the Term, the Pledgee shall be entitled to collect any and all
dividends declared or paid in connection with the Pledged
Collateral.

    


    4. Pledge
Procedure and Registration.

    


    4.1 The
Pledge shall be recorded in the Baosheng Company’s Register
of Shareholders. The Pledgors shall, days after the date of this Agreement,
process the registration procedures with the Administration for Industry and
Commerce concerning the Pledge.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.
Representation and Warranties of Pledgors.

    


    5.1 The
Pledgors are the legal owners of the Pledged Collateral.

    


    5.2 Other
than to the Pledgee, the Pledgors have not pledged the Pledged Collateral
to any other party, and the Pledged Collateral is not encumbered to any
other party.

    


    6.
Covenants of Pledgors.

    


    6.1
During the Term, the Pledgors represent and warrant to the Pledgee for
the Pledgee’s benefit that the Pledgors shall:

    


    6.1.1 Not
transfer or assign the Pledged Collateral, nor create or permit to
create any pledge or encumbrance to the Pledged Collateral which may
adversely affect the rights and/or benefits of the Pledgee without the
Pledgee’s prior written consent.

    


    6.1.2
Comply with the laws and regulations with respect to the Pledge; present to
Pledgee any notices, orders or advisements with respect to the Pledge that may
be issued or made by a competent PRC authority within five (5) days upon
receiving such notices, orders or advisements; comply with such notices, orders
or advisements; or object to the foregoing matters upon the reasonable request
of the Pledgee or with consent from the Pledgee.

    


    6.1.3
Timely notify the Pledgee of any events which may affect the
Pledged Collateral or the Pledgors’ rights thereto, or which may change any
of the Pledgors’ warranties or affect the Pledgor’s performance of their
obligations under this Agreement.

    


    6.2 The
Pledgors agree that the Pledgee’s right to the Pledge pursuant to
this Agreement shall not be suspended or inhibited by any legal proceedings
initiated by the Pledgors, jointly or separately, or by any successor of or any
person authorized by the Pledgors.

    


    6.3 The
Pledgors represent and warrant to the Pledgee that in order to protect
and perfect the security for the payment of the Consulting Services Fee,
the Pledgors shall execute in good faith and cause other parties who have
interests in the Pledged Collateral to execute all the title certificates,
contracts, and perform actions and cause other parties who have interests to
take action, as required by the Pledgee.

    


    6.4 The
Pledgors represent and warrant to the Pledgee or its appointed
representative (whether a natural person or a legal entity) that they will
execute all applicable and required amendments in connection with the
registration of the Pledge, and within a reasonable amount of time upon request,
provide the relevant notice, order and decision regarding such registration to
the Pledgee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.5 The
Pledgors represent and warrant to the Pledgee that they will abide by
and perform all relevant guarantees, covenants, warranties, representations
and conditions necessary to insure the rights of the Pledgee under this
Agreement. The Pledgors shall compensate all the losses suffered by the Pledgee
as a result of the Pledgors’ failure to perform any such guarantees, covenants,
warranties, representations or conditions.

    


    7. Events
of Default.

    


    7.1 The
occurrence of any one of the following events shall be regarded as an
“Event of Default”:

    


    7.1.1
This Agreement is deemed illegal by a governing authority of the PRC,
or the Pledgor is incapable of continuing to perform the obligations herein
due to any reason except force
majeure;

    


    7.1.2 The
Baosheng Company fails to timely pay the Consulting Services Fee in full as
required under the Consulting Service Agreement;

    


    7.1.3 A
Pledgor makes any materially false or misleading representations
or warranties under Section 5 herein, or breaches any warranties under
Section 5 herein;

    


    7.1.4 A
Pledgor breaches the covenants under Section 6 herein;

    


    7.1.5 A
Pledgor breaches any terms and conditions of this Agreement;

    


    7.1.6 A
Pledgor transfers or assigns, cause to be transferred or assigned,
or otherwise abandons the Pledged Collateral without the prior written
consent of the Pledgee;

    


    7.1.7 The
Baosheng Company is incapable of repaying debt;

    


    7.1.8 The
assets of a Pledgor are adversely affected so as to cause the Pledgee
to believe that such Pledgor’s ability to perform the obligations herein is
adversely affected;

    


    7.1.9 The
successors or agents of the Baosheng Company refuse, or are only partly
able, to perform the payment obligations under the Consulting Services
Agreement;

    


    7.2 A
Pledgor shall immediately give a written notice to the Pledgee if such
Pledgor is aware of or discovers that any event under Section 7.1 herein,
or any event that may result in any one of the foregoing events, has occurred or
is likely to occur.

    


    7.3
Unless an Event of Default has been resolved to the Pledgee’s satisfaction
within 15 days of its occurrence (the “Cure Period”), the Pledgee may, at
any time thereafter, give a written default notice (the “Default Notice”)
to the Pledgor and require the Pledgors to immediately make full payment of
the then outstanding Consulting Service Fee and any other outstanding
payables in accordance with Section 8 herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    8.
Exercise of Remedies.

    


    8.1
Authorized Action by Secured Party. The Pledgors hereby
irrevocably appoint Pledgee as the attorney-in-fact of the Pledgors for the
purpose of carrying out the security provisions of this Agreement and to
take any action and execute any instrument that the Pledgee may deem necessary
or advisable to accomplish the purpose of this Agreement. Such power of attorney
shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Collateral) by any person, upon the
occurrence an Event of Default. Pledgee shall not have any duty to exercise any
such right or to preserve the same and shall not be liable for any failure to do
so or for any delay in doing so. If an Event of Default occurs, or is
already proceeding, Pledgee shall have the right to exercise the following
rights:

    


    (a)
Collect by legal proceedings or otherwise, and endorse and/or receive
all payments, proceeds and other sums and property now or hereafter payable
on or on account of the Pledged Collateral;

    


    (b) Enter
into any extension, reorganization, deposit, merger, consolidation or other
agreement pertaining to, or deposit, surrender, accept, hold or apply other
property in exchange for the Pledged Collateral;

    


    (c)
Transfer the Pledged Collateral under the Pledgee’s name or under
an appointed nominee;

    


    (d) Make
any compromise or settlement, and take any action the Pledgee deems
advisable, with respect to the Pledged Collateral;

    


    (e)
Notify any obligor with respect to the Pledged Collateral to make
payment directly to the Pledgee;

    


    (f) All
rights of the Pledgors that they would otherwise be entitled to enjoy
or exercise with respect to the Pledged Collateral, including without
limitations the rights to vote and to receive distributions, shall cease without
any further action by or notice, and all such rights shall thereupon become
vested in the Pledgee; and

    


    (g) The
Pledgors shall execute and deliver to the Pledgee such other instruments as
the Pledgee may request in order to permit the Pledgee to exercise the rights
set forth herein.

    


    8.2 Other
Remedies. Upon the expiration of the Cure Period, the Pledgee, in
addition to the remedies set forth in Section 8.1 or such other rights in
law, equity or otherwise, may, without
notice or demand on the Pledgors, elect any of the following:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (a)
Require the Pledgors to immediately pay all outstanding unpaid amounts due
under the Consulting Services Agreement;

    


    (b)
Foreclose or otherwise enforce the Pledgee’s security interest to
the Pledged Collateral in any manner permitted by law or provided under
this Agreement;

    


    (c)
Terminate this Agreement pursuant to Section 11;

    


    (d)
Exercise any and all rights as the beneficial and legal owner of
the Pledged Collateral, including, without limitation, the transfer and
exercise of voting and any other
rights to the Pledged Collateral; and

    


    (e)
Exercise any and all rights and remedies of a secured party
under applicable laws.

    


    8.3 The
Pledgee has priority in the receipt of payments from the proceeds of
auction or sale of the Pledged Collateral, in part or in whole, in
accordance with legal procedures, until all payment obligations under the
Consulting Services Agreement are satisfied.

    


    8.4 The
Pledgors shall not hinder the Pledgee from exercising its rights in
accordance with this Agreement and shall give necessary assistance so that
the Pledgee may exercise its rights in full.

    


    9.
Assignment.

    


    9.1 The
Pledgors shall not assign or otherwise transfer the rights and
obligations herein without the Pledgee’s prior written
consent.

    


    9.2 This
Agreement shall be binding upon each of the Pledgors and their
respective successors, and shall be binding on the Pledgee and each of its
successor and assignee.

    


    9.3 Upon
the transfer or assignment by the Pledgee of any or all of its rights
and obligations under the Consulting Service Agreement, the Pledgee’s
transferee or assignee shall enjoy and undertake the same rights and obligations
as the Pledgee under this Agreement. The Pledgors shall be notified of any such
transfer or assignment by written notice and at the request of the Pledgee, the
Pledgors shall execute such relevant agreements and/or documents with respect to
such transfer or assignment.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.4 In
the event of the Pledgee’s change in control resulting in the transfer
or assignment of this Agreement, the successor to the Pledgee and the
Pledgors shall execute a new equity pledge agreement.

    


    10.
Formalities, Fees and Other Charges.

    


    10.1 The
Pledgors shall be responsible for all the fees and expenses in relation to
this Agreement, including, but not limited, to legal fees, cost of
production, stamp tax and any other taxes and charges. If the Pledgee pays the
relevant taxes in accordance with applicable law, the Pledgors shall fully
reimburse the Pledgee of such taxes.

    


    10.2 The
Pledgors shall be responsible for all expenses (including, but not limited
to, any taxes, application fees, management fees, litigation costs,
attorney’s fees, and various insurance premiums in connection with the
disposition of the Pledge) incurred by the Pledgee in its recourse to collect
from the Pledgors arising from the Pledgors’ failure to pay any relevant taxes
and fees.

    


    11. Force
Majeure.

    


    11.1
“Force Majeure” shall
include, but not be limited, to acts of governments, acts of nature, fire,
explosion, typhoon, flood, earthquake, tide, lightning, war, and any
unforeseen events beyond a Party’s reasonable control or which cannot be
prevented with reasonable care. However, any shortage of credit, capital or
finance shall not be regarded as an event beyond a Party’s reasonable control. A
Party affected by Force
Majeure shall promptly notify the other Parties of such event in order to
be exempted from such Party’s obligations under this Agreement.

    


    11.2 In
the event that the affected Party is delayed or prevented from performing
its obligations under this Agreement due to Force Majeure, the affected
Party shall not be responsible for any damage caused by the delay or
prevention of such performance, as long as such damage is within the scope of
such delay or prevention. The affected Party shall take appropriate means
to minimize or remove the effects of Force Majeure and attempt to
resume performance of the obligations delayed or prevented by Force Majeure. When such
Force Majeure ceases to exist, both
Parties covenant and agree to resume the performance of this Agreement with
their best efforts.

    


    12.
Confidentiality. The Parties hereby acknowledge and agree to ensure the
confidentiality of all oral and written materials exchanged relating to
this Agreement. No Party shall disclose any confidential information to any
other third party without the other Parties’ prior written approval,
unless: (a) such information was in the public domain at the time it was
communicated (unless it entered the public domain without the authorization of
the disclosing Party); (b) the disclosure was in response to the relevant laws,
regulations, or stock exchange rules; or (c) the disclosure was required by any
of the Party’s legal counsel or financial consultant for the purpose of the
transaction underlying this Agreement. 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
disclosing Party shall bear all liabilities for any breach of
confidentiality.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    13.
Dispute Resolution.

    


    13.1 This
Agreement shall be governed by and construed in accordance with the laws
of the
PRC.

    


    13.2 The
Parties shall strive to resolve any disputes arising from the interpretation
or performance of this Agreement through amicable negotiations. If a
dispute cannot be settled, any Party may submit such dispute to China
International Economic and Trade Arbitration Commission (“CIETAC”) for
arbitration. The arbitration shall abide by the then current rules of CIETAC,
and the arbitration proceedings shall be conducted in Beijing, China in Chinese.
The decision of CIETA shall be final and binding upon the parties.

    


    14.
Notices. Any notice given by the parties hereto for the purpose of performing
the rights and obligations hereunder shall be in writing. If such notice is
delivered by messenger, the time of receipt is the time when such notice is
received by the addressee; if such notice is transmitted by facsimile, the time
of receipt is the time when such notice is transmitted. If the notice does not
reach the addressee by the end of the business day, the following business day
shall be the date of receipt. The place of delivery is the Party’s address as
set forth in the signature pages hereto or the address advised in writing
including via facsimile.

    


    15.
Entire Contract. The Parties agree that this Agreement constitutes the entire
agreement of the Parties upon its effectiveness and supersedes all prior
oral and/or written agreements and understandings relating to this
Agreement.

    


    16.
Severability. If any provision or provisions of this Agreement shall be held by
a proper authority to be invalid, illegal, unenforceable or in conflict
with the laws and regulations of the PRC, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

    


    17.
Appendices. The appendices to this Agreement are incorporated into and are a
part of this Agreement.

    


    18.
Amendment or Supplement.

    


    18.1 The
Parties may amend this Agreement in writing, provided that such
amendment shall be duly executed and signed by the Pledgee, the Baosheng
Company, and such Pledgors collectively holding a majority of the Equity
Interests, and such amendment shall thereupon become a part of this
Agreement and shall have the same legal effect as this Agreement.

    


    18.2 This
Agreement and any amendments, modification, supplements, additions
or changes hereto shall be in writing and come into effect upon being
executed and stamped by the parties hereto.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    19.
Language and Copies of the Agreement. This Agreement shall be executed in
English in four (4) original copies. Each Party shall receive one (1)
original copy, all of which shall be equally valid and
enforceable.

    


    [SIGNATURE
PAGE FOLLOWS]