Operating
      Agreement

     

    Among

     

    Beijing
      Ao Hang Construction Material Technology
      Co., Ltd.

     

    Beijing
      Xin Ao Concrete Co., Ltd.

     

    Xianfu
      Han

     

    And

     

    Weili
      He

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Operating Agreement (the “Agreement”) is entered into on the day of
      November
_28__,
      2007
      by and among the following parties:

     

    
      	Party
              A:	
              Beijing
                Ao Hang Construction Material Technology Co.,
                Ltd.

            


    

    
      	Address:	
              1701
                Yingu Mansion, No. 9 Beisihuan Road, Haidian District, Beijing,
                China.

            


    

     

    
      	Party
              B:	
              Beijing
                Xin Ao Concrete Co., Ltd.

            


    

    
      	Address:	
              Jia
                1 San Tai Shan Xiaohongmen Village Chaoyang District, Beijing,
                China.

            


    

     

    
      	Party
              C:	
              Xianfu
                Han

            


    

    
      	Address:	
              No.401
                Room, Suite 4, Building 6,Fuxing Road, Haidian District, Beijing,
                China.

            


    

     

    
      	Party
              D:	
              Weili
                He

            


    

    
      	Address:	
              No.6
                Room, Yard 228, Tiancunshannan, Haidian District, Beijing,
                China.

            


    

     

    WHEREAS:

     

    
      	
              1.

            	
              Party
                A is a wholly foreign-owned enterprise organized in the People’s
                Republic of China (the “PRC”);

            


    

     

    
      	
              2.

            	
              Party
                B is a limited liability company registered in the PRC and is approved
                by
                competent governmental authorities to carry on the business of concrete
                manufacturing;

            


    

     

    
      	
              3.

            	
              Party
                A has established a business relationship with Party B by entering
                into
                the Exclusive
                Technical Consulting and Services Agreement
                (the “TSA”);

            


    

     

    
      	
              4.

            	
              Pursuant
                to the TSA between Party A and Party B, Party B shall make certain
                payments to Party A in consideration of the services provided by
                Party A thereunder. However, the relevant payables have not been paid
                yet and the daily operation of Party B will have a material affect
                on its
                capacity to pay the payables to Party
                A.

            


    

     

    
      	
              5.

            	
              Party
                C is a shareholder of Party B who owns 60% equity in Party
                B.

            


    

     

    
      	
              6.

            	
              Party
                D is a shareholder of Party B who owns 40% equity in Party
                B.

            


    

     

    
      	
              7.

            	
              The
                parties agree to further clarify matters relating to the operation
                of
                Party B pursuant to provisions
                herein.

            


    

     

    NOW,
      THEREFORE,
      through
      mutual negotiations, the parties hereto agree as follows:

     

    
      	
              1.

            	
              In
                order to ensure Party B’s normal operation, Party A agrees, subject to
                Party B’s satisfaction of the relevant provisions herein, to act as the
                guarantor for Party B in the contracts, agreements or transactions
                in
                association with Party B’s operation between Party B and any other third
                parties and to provide full guarantee for Party B in performing such
                contracts, agreements or transactions subject to the applicable laws.
                As a
                counter guarantee, Party B agrees to mortgage the receivables of
                its
                operation and all of the company’s assets which have not been mortgaged to
                any third parties at the execution date of this Agreement to Party
                A.
                Pursuant to the above guarantee arrangement, Party A, as the guarantor
                for
                Party B and upon request of Party B’s counter parties, shall enter into
                written guarantee contracts with such
                parties.

            


    

     

    
      	
              2.

            	
              Subject
                to the requirement herein set forth in Article 1, in order to ensure
                the
                performance of the various operational agreements between Party A
                and
                Party B and to ensure the payment of the various payables by Party
                B to
                Party A, Party B together with its shareholders Party C and
                Party D, hereby jointly agree that Party B shall not conduct any
                transaction which may materially affect its assets, obligations,
                rights or
                the company’s operation without obtaining a prior written consent from
                Party A or Party A’s affiliates, including without limitation the
                following:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.1

            	
              To
                borrow money from any third parties or assume any
                debt;

            


    

     

    
      	 	
              2.2

            	
              To
                assign to any third parties the rights and obligation under the
                Agreement;

            


    

     

    
      	 	
              2.3

            	
              To
                create or undertake any mortgage, pledge or any other type of encumbrance
                on any Party B’s existing properties or properties acquired in the
                future;

            


    

     

    
      	 	
              2.4

            	
              To
                acquire assets of any third party on behalf of Party B, or to execute
                any
                agreement, arrangement, commitment or memorandum for the
                same;

            


    

     

    
      	 	
              2.5

            	
              To
                sell, lease or otherwise dispose of any assets of Party B, or to
                execute any agreement, arrangement, commitment or memorandum for
                the
                same;

            


    

     

    
      	 	
              2.6

            	
              To
                borrow or lend money to any third party on behalf of Party B, or to
                execute any agreement, arrangement, commitment or memorandum for
                the
                same;

            


    

     

    
      	 	
              2.7

            	
              To
                assume any obligation, give a guarantee or endorsement for any third
                party
                on behalf of Party B or assume responsibility in whatever form for
                any third party’s obligation on behalf of Party B, or to execute any
                agreement, arrangement, commitment or memorandum for the
                same;

            


    

     

    
      	 	
              2.8

            	
              To
                approve the annual budget and annual business plan of Party B and any
                material deviations thereof;

            


    

     

    
      	 	
              2.9

            	
              To
                make any capital expenditure by Party B other than in the ordinary
                course of its business;

            


    

     

    
      	 	
              2.10

            	
              To
                take any action (including but not limited to voting at shareholders’
                meetings and signing resolutions at shareholders’ meetings) that,
                according to the effective articles of association of Party B,
                requires a unanimous consent of all shareholders or
                directors;

            


    

     

    
      	 	
              2.11

            	
              When
                exercising his right in his capacity as a shareholder (including
                but not
                limited to the exercise of his voting rights) of Party B, to adopt
                any resolution or otherwise take any shareholder action that contradicts
                or jeopardises the rights and interests of Party A or its Affiliates;
                and

            


    

     

    
      	 	
              2.12

            	
              To
                take any action which violates the terms of this Agreement and any
                of the
                following agreements entered into by Party B, the TSA.

            


    

     

    
      	
              3.

            	
              Each
                of Party C and Party D hereby
                undertakes:

            


    

     

    
      	 	
              3.1

            	
              To
                approve in his capacity as a shareholder, upon receiving instruction
                from
                Party A, the entering into by Party B of the TSA with
                Party A, its Affiliate or any other entity designed by
                Party A;

            


    

     

    
      	 	
              3.2

            	
              To
                provide to Party A the monthly financial statements of Party B
                within five (5) days after the end of each month as well as any other
                documentation and information on Party B’s business operations and
                financial condition, to the extent that he is entitled to receive
                the same
                in his capacity as a shareholder as requested by Party A from time
                to time
                (excluding information provided by
                Party B);

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.3

            	
              That
                if, according to the Laws of China, his equity interest in Party B is
                deemed to be common property, he should obtain a written statement
                from
                his spouse indicating that it is not common property between himself
                and
                his spouse but his own personal
                property;

            


    

     

    
      	 	
              3.4

            	
              At
                any time to defend claims and assertion regarding his equity interest
                in
                Party B and the Creditor’s Rights of any third party who claims
                interest in the same, provided that Party B shall not be obligated to
                defend any such claim or assertion unless it is at Party A’s
                cost;

            


    

     

    
      	 	
              3.5

            	
              To
                cooperate with Party A at its request by consenting to or adopting in
                his capacity as a shareholder Party A’s instructions or requests
                relating to the operation of
                Party B;

            


    

     

    
      	 	
              3.6

            	
              To
                strictly keep confidential the existence of this Agreement and its
                provisions, any correspondence, resolutions, attached agreements
                and other
                documents in connection with this
                Agreement;

            


    

     

    
      	 	
              3.7

            	
              To
                immediately notify Party A of the occurrence or possible occurrence
                of any litigation, arbitration or administrative proceeding relating
                to
                Party B’s assets, business and revenue of which he may become
                aware;

            


    

     

    
      	 	
              3.8

            	
              At
                Party A’s written request, approve in its capacity as a shareholder
                any action of Party B that is not in violation of any applicable
                laws.

            


    

     

    
      	
              4.

            	
              In
                order to ensure the performance of the various agreements between
                Party A
                and Party B and to ensure the payment of the various payables by
                Party B
                to Party A, Party B together with its shareholders Party C and
                Party D hereby jointly agree to accept the provision of the corporate
                policies and guidance by Party A at any time in respect of the appointment
                and dismissal of Party B’s employees, Party B’s daily operation and
                administration as well as financial administrative
                systems.

            


    

     

    
      	
              5.

            	
              Party
                B together with its shareholders Party C and Party D hereby jointly
                agree
                that Party B, Party C and Party D shall appoint personnel recommended
                by
                Party A as the directors of Party B. Each of Party C and Party D
                shall, to the extent applicable PRC Law requires a shareholder to
                vote,
                vote his shares of Party B to cause the board of directors of
                Party B to appoint persons nominated by Party A to hold the
                positions as directors and senior management of Party B. Party B
                shall engage Party A’s
                senior managers recommended by Party A as Party B’s
                General Manager, Chief Financial Officer, and other senior managers.
                If
                any of the above officers leaves or is fired by Party A, he or she
                will
                lose the qualification to undertake any positions in Party B. Party
                B,
                Party C and Party D shall appoint other senior managers of Party
                A
                recommended by Party A to undertake such
                position.

            


    

     

    To
      ensure
      performance of such arrangement, Party A and Party B agree to cause such
      directors or senior managers to enter into director or senior manager engagement
      agreements with Party B in compliance with the above arrangement. 

     

    Party
      C
      and Party D hereby agree to sign a power of attorney upon execution of this
      Agreement, by which Party C and Party D will authorize the individual employed
      by Party A to exercise all of their respective voting rights as a shareholder
      at
      Party B’s shareholder meetings according to laws and the Articles of Association
      of the company. 

     

    
      	
              6.

            	
              Party
                B together with its shareholders Party C and
                Party D hereby jointly agree and confirm that, except as set forth
                in
                Article 1 herein, Party B shall seek a guarantee from Party A first
                if
                Party B needs any guarantee for its performance of any contract or
                loan of
                working capital in the course of operation. In this case, Party A
                shall
                have right but not the obligation to provide appropriate guarantee
                to
                Party B at its own discretion. If Party A decides not to provide
                such
                guarantee, Party A shall issue a written notice to Party B immediately
                and
                Party B shall seek a guarantee from other third
                parties.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              In
                the event that any of the agreements between Party A and Party B
                terminate
                or expire, Party A shall have the right but not the obligation to
                terminate all agreements between Party A and Party B, including without
                limitation to the TSA.

            


    

     

    
      	
              8.

            	
              All
                notices and communications between the Parties shall be written in
                Chinese
                and sent by fax (to be confirmed by transmission reports), delivery
                by
                hand (including courier services) or registered mail to the appropriate
                addresses set forth below:

            


    

     

    Party
      A

     

    Beijing
      Ao Hang Construction Material Technology Co., Ltd.

     

    Address:
      1701
      Yingu Mansion, No. 9 Beisihuan Road, Haidian District, Beijing,
      China.

     

    Tel:
      010-82525343

     

    Fax:
      010-82525345

     

    Party
      B

     

    Beijing
      Xin Ao Concrete Co.,
      Ltd.

     

    Address:
      Jia 1 San Tai Shan Xiaohongmen Village Chaoyang District

     

    Telephone:
      010-82525343

     

    Fax:
      010-82525345

     

    Party
      C

     

    Xianfu
      Han

     

    Address:
      No.401 Room, Suite 4, Building 6,Fuxing Road, Haidian District, Beijing,
      China.

     

    Telephone:
      010-82525343

     

    Fax:
      010-82525345

     

    Party
      D

     

    Weili
      He

     

    Address:
      No.6 Room, Yard 228, Tiancunshannan, Haidian District, Beijing,
      China.

     

    Telephone:
      010-82525343

     

    Fax:
      010-82525345

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    A
      notice
      or a correspondence shall be deemed to be received in accordance with the
      following:

     

    
      	 	
              8.1

            	
              If
                sent by fax and confirmed by the transmission report, at the time
                of the
                date indicated on the transmission report, unless the fax is transmitted
                after 5 pm of the day, or if the day is not a business day in the
                place
                where the recipient is domiciled, on the date immediately after such
                day;

            


    

     

    
      	 	
              8.2

            	
              If
                delivered by hand (including courier services), at the time of the
                date of
                which the recipient receives and accepts the notice or correspondence
                or
                another person at the address of the recipient receives and accepts
                the
                notice or correspondence; or

            


    

     

    
      	 	
              8.3

            	
              If
                delivered by registered mail, at the time of the third day after
                the date
                on the receipt issued by the relevant post
                office.

            


    

     

    
      	
              9.

            	
              The
                provisions of this Agreement may only be waived, amended or altered
                by a
                written instrument signed by both Parties (such written instrument
                shall
                be an appendix of this Agreement).

            


    

     

    
      	
              10.

            	
              The
                failure or delay of exercise of any right under this Agreement by
                either
                Party shall not be deemed to be a waiver of such
                right.

            


    

     

    
      	
              11.

            	
              The
                invalidity of any provision in this Agreement shall not affect the
                validity of other provisions which are not related to such
                provision.

            


    

     

    
      	
              12.

            	
              If
                this Agreement is terminated for any reason, the confidentiality
                obligations of both Parties shall remain valid and
                binding.

            


    

     

    
      	
              13.

            	
              The
                Parties shall bear their own stamp taxes and other government charges,
                taxes and fees and reasonable additional expenditure (including reasonable
                legal fees) incurred due to the Loan conversion, various Equity Transfers
                carried out according to this Agreement, and preparation of this
                Agreement.

            


    

     

    
      	
              14.

            	
              This
                Agreement shall be binding on the Parties, their successors and assigns
                (if any). In the event Party B adopts the power of attorney, the
                successors shall include the persons specified in Article 4.1.3
                above.

            


    

     

    
      	
              15.

            	
              Without
                Party A's prior written consent, Party B shall not assign or otherwise
                transfer his rights and obligations under this Agreement. Subject
                to
                compliance with the Laws of China, Party A may assign this Agreement
                to
                any Affiliate or any other Designated Entity without the prior consent
                of
                Party B.

            


    

     

    
      	
              16.

            	
              The
                execution, validity, interpretation and performance of this Agreement
                and
                the resolution of disputes thereunder shall be governed by the Laws
                of
                China.

            


    

     

    
      	
              17.

            	
              Arbitration

            


    

     

    
      	 	
              17.1

            	
              Any
                dispute or difference of any kind whatsoever arising out of or in
                connection with this Agreement, including any question in connection
                with
                the existence, construction, interpretation, validity, termination
                or
                implementation of this Agreement, shall be submitted to the China
                International Economic and Trade Arbitration Commission, Shenzhen
                branch
                ("CIETAC"),
                for arbitration in Shenzhen, which shall be conducted in accordance
                with
                the then effective CIETAC's rules.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              17.2

            	
              The
                arbitration tribunal shall comprise of three (3) arbitrators. Each
                Party
                shall be entitled to appoint one (1) arbitrator and the arbitrators
                so
                appointed shall appoint a third (3rd)
                arbitrator who shall preside as
                Chairman.

            


    

     

    
      	 	
              17.3

            	
              The
                language to be used in any arbitral proceedings shall be
                English.

            


    

     

    
      	 	
              17.4

            	
              The
                costs of arbitration shall be borne by the losing Party, unless otherwise
                determined by the arbitration
                award.

            


    

     

    
      	 	
              17.5

            	
              The
                Parties further acknowledge that monetary damages alone shall not
                adequately compensate Party A for the breach of Party B’s undertakings in
                this Agreement and, therefore, agree that if a breach or threatened
                breach
                of any such undertaking occurs, Party A shall be entitled to apply
                or
                petition for, and Party B shall not resist, object or challenge,
                injunctive relief compelling specific performance of such undertakings
                or
                immediate cessation of such actions in order to be in compliance
                with the
                terms of this Agreement in any competent court of the
                PRC.

            


    

     

    
      	
              18.

            	
              This
                Agreement and its appendixes shall constitute the entire agreement
                between
                both Parties and supersede all previous discussions, consultations
                and
                agreements. The appendixes of this Agreement shall be an integral
                part of
                this Agreement and shall be equally valid and binding. In the event
                of
                inconsistency between this Agreement and its appendix, this Agreement
                shall prevail.

            


    

     

    
      	
              19.

            	
              This
                Agreement is written in English.

            


    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be duly executed by their
      representatives hereunto duly authorized as of the date first set forth above
      written.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Operating
      Agreement

     

    (No
      text
      on this page)

     

    
      	
              By:

            	 


    

    Party
      A: Beijing Ao Hang Construction Material Technology Co.,
      Ltd.

     

    Authorized
      Representative: Weili
      He

    Name:
      

    Position:

     

    
      	
              By:

            	 


    

    Party
      B: Beijing Xin Ao Concrete Co., Ltd.

     

    Authorized
      Representative: Xianfu Han

    Name:
      

    Position:


     

    Party
      C: Xianfu
      Han

     

      
        

      

    

     

    Party
      D: Weili
      He

     

      
        

      

    

     

    
      
        
        

      

      
        8