[English
      Translation]

    Management
      Agreement

     

    Party
      A: Beijing Xiangjia Concrete Co., Ltd

    


    Party
      B: Beijing Xin’ao Concrete Co., Ltd

    


    According
      to the Contract Law of P.R. China, on the principle of mutual benefit, through
      both parties’ friendly negotiation, Party A entrust Party B manage Plant. Both
      parties agree:

    


    1.
      Plant name, asset and period of entrustment

    


    i.
      Party
      A will entrust management and administration rights of “Xiangjia plant” (the
      Plant) , located at Yamenkou West, Shijingshan District, to Party B from January
      1st
      2008 to
      December 31st,
      2010. 

    


    ii.
      The
      asset of Plant includes: one unit of 2 cubic metres and 1.5 cubic metres mixer
      of concrete respectively, one forklift, one 2 tons fuel steam boiler, one 315KW
      transformer, a well, 24 acre of land, one lab equipment, a few rooms for living
      and production, a few of air conditioner, some office stationary. 

    


    iii.
      Both
      parties should count all the asset of the plant and sign the written
      transferring form before the agreement comes into force (see Property
      transferring details form)

    


    2.
      Party
      B should pay RMB 1.1 million to Party A for 2008 and RMB 2.45 million for later
      years. The charge includes asset expenses and rent. Party B should pay the
      charge divided by 3 times which is 40% of the total charge paid at January
      10th,
      25% at
      August 10th
      and 35%
      at October 10th
      separately. 

    


    If
      Party
      B pays the total charge of the whole year, Party A should give 3% discount.
      If
      the payment is delayed, the surcharge will be counted as 0.5% of the charge
      monthly. 

    


    3.
      Tax payment

    Party
      B
      should pay the tax, electricity and water bill and pollutant discharge fees
      according to the national regulation and received Party A’s supervision. Party B
      should take the responsibility of any punishment or economic loss caused by
      Party B. 

    


    4.
      Rights and Obligations 

    i.
      Party
      A’s right and obligations


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    a.
      Party
      A has the right to supervise Party B’s management activities which is under the
      name of Party A including product quality, technical data, sales contract and
      seals and stamps. Party A has the right to stop the acts which infringe the
      law.


    


    b.
      Party
      A has the right to supervise Party B to make tax and other payments regulated
      by
      the government and law. 

    


    c.
      Party
      A should provide the asset to Party B as scheduled and guarantee the asset
      secure. Party A should take the responsibility of the punishment from government
      caused by equipment or short of approval documents. 

    


    d.
      Party
      A should be in charge of coordinating the relationship with government and
      landlord to guarantee regular plant operation.

    


    e.
      Party
      A should provide seals and stamps and other certification.

    


    f.
      Party
      A should be responsible of building coal oil steam boiler and diesel oil steam
      boiler in accordance with environment and safe requirement. 

    


    g.
      Party
      A should undertake its own obligations. 

    


    2.
      Party
      B’s Rights and Obligation 

    


    i.
      Party
      B has the right to use and assign the property by lease. On the precondition
      of
      Party A’s consent, Party B has the right to update technology to improve
      production. The expense is on Party B’s account. 

    


    ii.
      If
      Party A’s qualification can not meet client’s request, Party B has the right to
      make the sales contract with that client by its own name and pay the tax. Party
      A has no right to intervene. 

    


    iii.
      Party B should obey the law and regulations and maintain Party A’s reputation.
      Party B should receive the supervision on equipment use, technical quality
      and
      sales contract. 

     

    vi.
      According to the agreement, Party B should make the payment as scheduled.


    


    v.
      Party
      B
      should maintain all the equipment well and pay maintenance costs. 

     

    vi.
      Party
      B should take the loss and responsibility caused by its fault. 

     

    vii.
      Party B should pay the expense which is used for dealing with
      relationship.

     

    viii.
      Party B should undertake its own obligations.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    5.
      Creditor’s right and debt. 

    i.
      Party
      A should settle down all the rights and debts which happen before the agreement
      coming into force. Party B should continue to fulfill the contract and has
      the
      creditor’s right. 

     

    ii.
      Party
      B should buy the equipment and raw material by its name and take the debt after
      the agreement coming into force.

    


    iii.
      Within the 3 days after the agreement coming into force, a stock-taking should
      be acted. Party B should pay the cost of material and spare parts left by Party
      A after both sides have the agreement in writing. 

     

    vi.
      During the period of agreement, Party B should take the rights and debts
      regardless Party B with which party’s name. In the Party B implement the
      merchandise contract that the Party A signs at first, if business dispute
      happen, the Party A needs to help the Party B to solve.

     

    6.
      Other agreements

    


    i.
      Party
      B can not sell or mortgage the assets of the plants which are managed under
      entrustment with any reasons. The needs of sublet when necessary should be
      with
      the agreement of Party A. 

    


    ii.
      During the entrustment management time, Party B cannot take the away the things
      that are undivided from the machine rebuilt by dismemberment which belong to
      Party A; while Party B can take the main body of the machine or removal machine
      by suit.

    


    iii.
      In
      strengthening the management, Party A will send two workers to stay in the
      plant, and Party B need to provide the working conditions. The two Parties
      will
      discus if Party B would like to keep part of the original workers of the plant.
      

    


    vi.
      Party
      A will return the left fees to Party B while Party B returns the asserts under
      entrustment management if the agreement is stopped by unpredictable reasons
      or
      negotiated by both parties. 

     

    7.
      Breach of the contract and termination conditions 

    


    i.
      During
      the entrustment management time, the contract will automatically terminate
      with
      no breach responsibilities of both parties when it comes to any of the
      situations blow: wars, convulsion, earthquake and other force
      majeure; land
      compulsory expropriation of government; the market seriously shrinks so that
      two
      parties can not control. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ii.
      Any
      of the parties who can not reach the contract agreement will be considered
      as
      breach of the contract and take the breach responsibilities. The party who
      has
      kept the contract has the right to ask the breach party to pay for the penalty
      and the loss till the termination of the contract.

    


    a.
      Party
      B can not pay the fee on time or can not pay on the delayed time by negotiation.
      

    


    b.
      Party
      B manages illegally or buys materials in name of Party A, transfers the debit
      and does other activities which bring serious affection to the fame or benefit
      of Party A.

    


    c.
      Party
      B can not manage because that the third party asks for the rights for the asset
      under entrustment caused by the faults of Party A.

    


    d.
      Party
      A interrupts the daily management of Party B out of rights of the agreement;
      or
      Party B is forced to stop producing and suffered serious loss by the troubles
      caused by Party A. 

    


    8.
      Dispute resolution.

    


    During
      the period of entrusting management, if occurrence controversy, both parties
      are
      in the light of a friendly consultation to solve problem, negotiating not to
      become, can initiate public prosecution toward the court of the
      people.

    


    9.
      Parties hereto may revise or supplement through negotiation matters not
      mentioned herein. Have equal legal effect also.

    


    10.
      This agreement is signed by both parties to take into effect. This agreement
      is
      made quadruplicate. Both parties are each to hold two.  

    Attachment:
      Xiangjia
      asset transferring detail form

                        
      Land lease contract
      1 copy


    


    Party
      A:
Beijing
      Xiangjia Concrete Co., Ltd

    Legal
      Representative:

    Address:

    Contact:

    


    Party
      B:
Beijing
      Xin’ao Concrete Co., Ltd

    Legal
      Representative:

    Address:

    Contact: