Option
      Agreement

     

    between

     

    Beijing
      Ao Hang Construction Material Technology 

     

    Co.,
      Ltd.

     

    and

     

    Xianfu
      Han
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONTENTS

     

    
      	
              Clause

            	 	 	
              Page

            
	 	 	 	 
	
              1.

            	
              GRANT
                OF OPTION

            	 	
              1

            
	 	 	 	 
	
              2.

            	
              EXERCISE
                OF OPTION AND COMPLETION OF TRANSACTION

            	 	
              1

            
	 	 	 	 
	
              3.

            	
              FULFILMENT
                OF OPTION

            	 	
              3

            
	 	 	 	 
	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	 	
              3

            
	 	 	 	 
	
              5.

            	
              TAX

            	 	
              6

            
	 	 	 	 
	
              6.

            	
              LIABILITIES
                FOR BREACH OF CONTRACT

            	 	
              6

            
	 	 	 	 
	
              7.

            	
              APPLICABLE
                LAW AND SETTLEMENT OF DISPUTES

            	 	
              6

            
	 	 	 	 
	
              8.

            	
              CONFIDENTIALITY

            	 	
              7

            
	 	 	 	 
	
              9.

            	
              SUPPLEMENTARY
                PROVISIONS

            	 	
              8

            
	 	 	 	 
	
              APPENDIX
                A          FORM OF AGREEMENT
                ON TRANSFER OF EQUITY INTEREST

            	 	
              11

            
	 	 	 
	
              1.    
                 DEFINITIONS AND INTERPRETATIONS

            	 	
              12

            
	 	 	 
	
              2.      REPRESENTATIONS
                AND WARRANTIES

            	 	
              13

            
	 	 	 
	
              3.      ASSIGNMENT
                OF EQUITY INTEREST

            	 	
              13

            
	 	 	 
	
              4.      SUPPLEMENTARY
                PROVISIONS

            	 	
              14

            
	 	 	 
	
              ANNEX
                1 FORM OF RESOLUTION OF SHAREHOLDERS' MEETING

            	 	
              17

            
	 	 	 
	
              ANNEX
                2 FORM OF POWER OF ATTORNEY

            	 	
              18

            
	 	 	 
	
              APPENDIX
                B          FORM OF WAIVER OF
                RIGHT OF FIRST REFUSAL

            	 	
              19

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Option Agreement (this "Agreement")
      is
      entered into by the following parties on November __28___,
      2007
      in Beijing, the People's Republic of China ("China"):

     

    
      	
              (1)

            	
              Beijing
                Ao Hang Construction Material Technology Co., Ltd., a company established
                in China and having its registered address at 1701 Yingu Mansion,
                No. 9
                Beisihuan Road, Haidian District, Beijing, China, ("Ao Hang");
                and

            


    

     

    
      	(2)	
              Xianfu
                Han, whose China's ID number is 110108195809253710, with his principal
                domicile at
                No.401 Room, Suite 4, Building 6, Fuxing Road, Haidian District,
                Beijing,
                China. (“XFH”)

            


    

     

    (hereinafter
      the parties referred to individually as a "Party"
      and
      collectively as the "Parties".)
      

    

      WHEREAS,
        

       

      
        	
                (A)

              	
                XFH
                  holds 60% of the equity interest of Beijing
                  Xin Ao Concrete Co., Ltd. (“XinAo”)
                  (the “Equity
                  Interest”);
                  and

              


      

       

      
        	
                (B)

              	
                The
                  Parties agree to enter into this
                  Agreement.

              


      

       

      NOW
        THEREFORE,
        the
        Parties hereby agree as follows:

       

      
        	1.	
                GRANT
                  OF OPTION

              


      

       

      
        	1.1	
                Option

              


      

       

      XFH
        grants to Ao Hang the option (the “Option”) to purchase the Equity Interest, at
        the exercise price equal to the actual capital contribution made by XFH to
        XinAo. 

       

      
        	1.2	
                Price
                  of Option

              


      

       

      In
        consideration of obtaining the Option, Ao Hang has paid to XFH One Renminbi
        on
        the date of this Agreement. XFH acknowledges that such consideration has
        been
        paid and is deemed to be sufficient. 

       

      
        	2.	
                EXERCISE
                  OF OPTION AND COMPLETION OF
                  TRANSACTION

              


      

       

      
        	2.1	
                Time
                  of Exercise

              


      

       

      
        	 	
                2.1.1

              	
                XFH
                  agrees that, subject to compliance with legal restrictions on foreign
                  investment under applicable laws of China, Ao Hang may exercise
                  the Option
                  in whole or in part to acquire all or part of the Equity Interest,
                  at any
                  time after the signing of this
                  Agreement.

              


      

       

      
        	 	
                2.1.2

              	
                For
                  the avoidance of doubt, XFH hereby agrees that Ao Hang may exercise
                  the
                  Option, without any limits on the frequency of its exercise, until
                  Ao Hang
                  acquires all of the Equity
                  Interest.

              


      

       

      
        	 	
                2.1.3

              	
                XFH
                  agrees that Ao Hang may designate a third party to exercise the
                  Option on
                  its behalf, provided that Ao Hang shall give 3-days prior written
                  notice
                  to XFH.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	2.2	
                Assignment

              


      

       

      XFH
        agrees that Ao Hang may assign all or part of the Option to any third party.
        In
        the event of any such assignment and upon written notice of such assignment
        from
        Ao Hang to XFH, the Option may be exercised by such third party pursuant
        to the
        terms and conditions of this Agreement. Such third party shall be deemed
        to be a
        party to this Agreement and shall assume Ao Hang's rights and obligations
        under
        this Agreement. 

       

      
        	2.3	
                Notice
                  Requirements

              


      

       

      
        	 	
                2.3.1

              	
                If
                  Ao Hang intends to exercise the Option, it shall issue an irrevocable
                  written notice to XFH no later than 3 days prior to each Completion
                  Date
                  (as defined below), specifying:

              


      

       

      
        	 	
                2.3.1.1

              	
                effectiveness
                  date of the purchase ("Completion
                  Date");

              


      

       

      
        	 	
                2.3.1.2

              	
                name
                  of the party registering the Equity
                  Interest;

              


      

       

      
        	 	
                2.3.1.3

              	
                percentage
                  of the Equity Interest to be purchased from
                  XFH;

              


      

       

      
        	 	
                2.3.1.4

              	
                method
                  of payment; and

              


      

       

      
        	 	
                2.3.1.5

              	
                related
                  authorization documents, such as the document authorizing the third
                  party
                  to exercise the Option.

              


      

       

      
        	 	
                2.3.2

              	
                For
                  the avoidance of doubt, the Parties expressly agree that Ao Hang
                  has the
                  right to exercise the Option and to decide whether or not to register
                  the
                  Equity Interest in a third party's
                  name.

              


      

       

      
        	2.4	
                Appointment
                  of Director and Senior Management
                  Personnel

              


      

       

      After
        the
        execution of this Agreement, Ao Hang shall have the right to nominate persons
        to
        XinAo to be appointed as directors and senior management personnel (including
        but not limited to general manager, deputy general manager, financial
        controller, marketing director, technology director). XFH shall, to the extent
        applicable PRC law requires a shareholder vote, vote his shares of XinAo
        to
        appoint the persons nominated by Ao Hang to hold the positions as directors
        of
        XinAo, and vote its shares to instruct the executive director of XinAo to
        appoint the persons nominated by Ao Hang to hold the positions as senior
        management of XinAo. 

       

      
        	2.5	
                Completion
                  of Transactions

              


      

       

      On
        the
        Completion Date, Ao Hang shall pay to XFH the exercise price to purchase
        the
        Equity Interest set out in Article 1 and XFH shall acknowledge the receipt
        and
        sufficiency of the consideration. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	3.	
                FULFILMENT
                  OF OPTION

              


      

       

      
        	3.1	
                Agreement
                  on Transfer of Equity Interest

              


      

       

      When
        signing and delivering this Agreement, XFH shall at Ao Hang's request sign
        (or,
        in the case of the waiver letter, use commercially reasonable efforts to
        procure
        the execution of) and deliver one or more agreement(s) for the transfer of
        equity interest as set out in the Appendix A hereto ("Equity
        Transfer Agreement")
        and
        other necessary documents, including the waiver letter in the form of Appendix
        B
        ("Ancillary
        Documents")
        intended to cause all or part of Equity Interest to be effectively transferred
        to Ao Hang or its designated person. The Equity Transfer Agreement and Ancillary
        Documents shall be held in the custody of Ao Hang. On the Completion Date,
        when
        Ao Hang exercises the Option and pays the price for the Equity Interest,
        Ao Hang
        shall promptly deliver the Equity Transfer Agreement and Ancillary Documents
        relating to such Equity Interest to its designated person who shall be entitled
        to insert the name of the transferee (if not already done so), date the signed
        Equity Transfer Agreement and Ancillary Documents and submit the same to
        the
        relevant authorities in order to give full effect to the transfer of the
        Equity
        Interest. 

       

      
        	3.2	
                Resolution
                  of Shareholders' Meeting

              


      

       

      Notwithstanding
        the provisions of the above Article 3.1, at the time of the signing and delivery
        of this Agreement, XFH shall at Ao Hang's request sign (and use commercially
        reasonable efforts to procure that Weili
        He
        will
        sign) and deliver one or more resolution(s) of the shareholders' meeting
        of
        XinAo, substantially in the form of Annex 1 of Appendix A hereto (each referred
        to as a "Resolution").
        The
        Resolution shall approve the following matters: 

       

      
        	 	
                3.2.1

              	
                completion
                  of the transfer of all or part of the Equity Interest to Ao Hang
                  or its
                  designated person; and

              


      

       

      
        	 	
                3.2.2

              	
                other
                  reasonable matters that Ao Hang may
                  require.

              


      

       

      Each
        Resolution shall be held in the custody of Ao Hang. On each Completion Date
        when
        Ao Hang exercises the Option and pays the price for the Equity Interest,
        Ao Hang
        or its designated person shall date the Resolution as of the date of
        exercise.

       

      
        	4.	
                REPRESENTATIONS
                  AND WARRANTIES

              


      

       

      
        	4.1	
                Representations
                  and Warranties

              


      

       

      XFH
        represents and warrants to Ao Hang: 

       

      
        	 	
                4.1.1

              	
                he
                  has full authority to sign this
                  Agreement;

              


      

       

      
        	 	
                4.1.2

              	
                this
                  Agreement constitutes a valid and binding obligation of XFH, enforceable
                  in accordance with its terms;

              


      

       

      
        	 	
                4.1.3

              	
                the
                  signing of this Agreement and the performance of any of his obligations
                  hereunder neither breaches any laws, regulations or contracts binding
                  upon
                  him, nor requires any authorization or approval from the government;
                  

              


      

       

      
        	 	
                4.1.4

              	
                to
                  the best of his knowledge, he is not involved in any lawsuit, arbitration
                  or other juridical or administrative proceedings which may have
                  a material
                  and adverse effect upon this Agreement and performance
                  hereof;

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.1.5

              	
                he
                  has disclosed to Ao Hang all documents issued by any governmental
                  authority that may have a material adverse effect upon the performance
                  of
                  the obligations hereunder;

              


      

       

      
        	 	
                4.1.6

              	
                other
                  than the pledge of Equity Interest in favor of Ao Hang (or its
                  designated
                  third party), the Equity Interest held by XFH in XinAo is free
                  of any
                  lien, mortgage, pledge or third party's
                  rights;

              


      

       

      
        	 	
                4.1.7

              	
                except
                  in favor of Ao Hang (or its designated third party), the Equity
                  Interest
                  held by XFH shall remain intact, and is free of any lien, mortgage,
                  pledge
                  or third party's right, and XFH will not transfer, grant, pledge
                  or
                  otherwise dispose of his Equity
                  Interest;

              


      

       

      
        	 	
                4.1.8

              	
                the
                  Option granted by XFH to Ao Hang is an exclusive right, and the
                  Option or
                  any similar right will not be granted to any third party in any
                  way and no
                  rights or obligations exist that would in any way impair Ao Hang's
                  rights
                  under this Agreement.

              


      

       

      XFH
        further represents and warrants to Ao Hang that he owns 60% of the Equity
        Interests of XinAo. 

       

      The
        Parties hereby agree that as of each Completion Date, the representations
        and
        warranties set out from Article 4.1.1 to Article 4.1.8 shall be repeated,
        and
        shall be deemed to be given as of such Completion Date. 

       

      
        	4.2	
                Undertakings

              


      

       

      XFH
        undertakes to Ao Hang that:

       

      
        	 	
                4.2.1

              	
                he
                  will complete the formalities necessary for registering Ao Hang
                  and its
                  designated person as the lawful shareholder of XinAo, including
                  but not
                  limited to, assisting Ao Hang in inserting the name of the transferee
                  in
                  the Equity Transfer Agreement, dating the signed Equity Transfer
                  Agreement
                  and submitting the Equity Transfer Agreement and Ancillary Documents
                  to
                  the relevant industry and commerce administration department for
                  the
                  purpose of amending the articles of association and updating the
                  shareholders' register, and other alteration
                  formalities.

              


      

       

      
        	 	
                4.2.2

              	
                he
                  shall take all necessary actions to execute all necessary documents
                  and
                  carry out all necessary registrations within XFH's control (including
                  registration with the Ministry of Information Industries or its
                  local
                  branches) to transfer the Equity Interest in accordance with applicable
                  laws upon the exercise of the
                  Option.

              


      

       

      
        	 	
                4.2.3

              	
                he
                  will not seek to influence the management of XinAo in any manner,
                  and
                  without limiting the foregoing:

              


      

       

      
        	 	
                4.2.3.1

              	
                he
                  will not request XinAo to distribute profits, funds, assets or
                  property to
                  XFH or Weili He or any of their
                  Affiliates.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.2.3.2

              	
                if
                  he receives any dividends from XinAo with respect to the Equity
                  Interest,
                  XFH shall pay to Ao Hang an amount equal to such dividends within
                  7 days
                  thereafter.

              


      

       

      
        	 	
                4.2.3.3

              	
                he
                  will not engage in the following activities and not approve in
                  his
                  capacity as a shareholder (without the prior written consent of
                  Ao Hang)
                  the engagement of XinAo in any of the following activities unless
                  the
                  prior written consent of Ao Hang is
                  obtained:

              


      

       

      
        	 	
                (a)

              	
                to
                  create or undertake debts that are not in the ordinary course of
                  business
                  of XinAo, or are in the ordinary course of the business of XinAo
                  but
                  are in excess of US$5,000;

              


      

       

      
        	 	
                (b)

              	
                to
                  create or undertake any mortgage, pledge or any other type of encumbrance
                  on any of XinAo's existing properties or properties acquired in
                  the
                  future;

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (f)

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

              


      

       

      
        	 	
                (g)

              	
                to
                  approve the annual budget and annual business plan and any material
                  deviations thereof;

              


      

       

      
        	 	
                (h)

              	
                to
                  make any capital expenditure by XinAo other than in the ordinary
                  course of
                  its business or greater than an aggregate of US$25,000 in any 12
                  month
                  period;

              


      

       

      
        	 	
                (i)

              	
                to
                  commit any act that may endanger the legitimate existence or commercial
                  interest of XinAo;

              


      

       

      
        	 	
                (j)

              	
                to
                  take any action that, according to the effective articles of association
                  of XinAo, requires a unanimous consent of all shareholders or the
                  executive director of XinAo;

              


      

       

      
        	 	
                (k)

              	
                to
                  cause XinAo to engage in any business which is not expressly specified
                  in
                  its business license; 

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (l)

              	
                when
                  exercising his rights in the capacity as a shareholder of XinAo
                  (including
                  but not limited to the exercise of his voting rights), to adopt
                  any
                  resolution or otherwise take any shareholder action that conflicts
                  with or
                  jeopardises the rights and interests of Ao Hang or its Affiliates
                  or
                  direct or indirect parent; and 

              


      

       

      
        	 	
                4.2.4

              	
                He
                  will provide Ao Hang with information on XinAo's business operations
                  and
                  financial condition which he is entitled to receive in his capacity
                  as a
                  shareholder at Ao Hang's request (excluding information provided
                  by XinAo
                  ).

              


      

       

      
        	 	
                4.2.5

              	
                He
                  will immediately notify Ao Hang of the occurrence or possible occurrence
                  of any litigation, arbitration or administrative proceedings relating
                  to
                  XinAo's assets, business and revenue of which he may become aware.
                  

              


      

       

      
        	 	
                4.2.6

              	
                At
                  Ao Hang's written request, XFH will approve in his capacity as
                  a
                  shareholder any action of XinAo that is not in violation of any
                  applicable
                  laws.

              


      

       

      For
        purposes of this Clause 4.2, "Affiliate" means, in respect of an entity,
        any
        legal entity that directly or indirectly controls, is controlled by or is
        under
        the common control of the first mentioned entity. For the purposes of this
        Agreement, "control" means the power, directly or indirectly, to direct the
        management and policies of such entity.

       

      
        	5.	
                TAX

              


      

       

      
        	5.1	
                Tax

              


      

       

      Ao
        Hang
        shall reimburse XFH or directly pay to the appropriate tax authorities all
        of
        XFH's taxes that may arise from the execution and performance of this Agreement.
        Ao Hang shall bear any of its taxes that may arise from the execution and
        performance of this Agreement.

       

      
        	6.	
                LIABILITIES
                  FOR BREACH OF CONTRACT 

              


      

       

      
        	6.1	
                XFH's
                  liability for breach

              


      

       

      The
        sole
        remedy available to Ao Hang for the breach by XFH of any of its representations,
        warranties, undertakings or obligations under this Agreement shall be the
        exercise of the Option.

       

      
        	7.	
                APPLICABLE
                  LAW AND SETTLEMENT OF
                  DISPUTES

              


      

       

      
        	7.1	
                Applicable
                  Law

              


      

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      
        	7.2	
                Consultation

              


      

       

      In
        case
        of disputes resulting from the interpretation or performance of this Agreement,
        the Parties shall attempt to solve such disputes through friendly consultation
        or via mediation by a neutral third party. If such dispute fails to be solved
        within 30 days after the commencement of consultation, either party may submit
        such disputes for arbitration. 

       

      
        	7.3	
                Arbitration

              


      

       

      
        	 	
                7.3.1

              	
                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 Shenzhen
                  branch of China International Economic and Trade Arbitration Commission
                  ("CIETAC"),
                  for arbitration in Shenzhen which shall be conducted in accordance
                  with
                  CIETAC's rules.

              


      

       

      
        	 	
                7.3.2

              	
                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. The Chairman shall not
                  be a
                  citizen or national of the same country as either of the
                  Parties.

              


      

       

      
        	 	
                7.3.3

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

              


      

       

      
        	 	
                7.3.4

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

              


      

       

      
        	 	
                7.3.5

              	
                The
                  Parties further acknowledge that monetary damages alone shall not
                  adequately compensate Ao Hang for the breach of XFH's undertakings
                  in this
                  Agreement and therefore agree that if a breach or threatened breach
                  of any
                  such undertaking occurs, Ao Hang shall be entitled to apply or
                  petition
                  for, and XFH 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
                  China.

              


      

       

      
        	8.	
                CONFIDENTIALITY

              


      

       

      
        	8.1	
                Confidential
                  Information

              


      

       

      This
        Agreement and its appendixes attached hereto shall be confidential. Neither
        party shall disclose this Agreement and its appendixes attached hereto to
        any
        third party (except for the disclosure only for the purpose of the above
        Article
        2.2 and with the prior written consent of the Parties). 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	8.2	
                Exception

              


      

       

      If
        certain disclosure is expressly required by law, court, arbitral tribunal
        or
        competent administration authority, such disclose made by either party shall
        not
        be deemed a breach of the above Article 8.1. 

       

      
        	9.	
                SUPPLEMENTARY
                  PROVISIONS

              


      

       

      
        	9.1	
                Term

              


      

       

      This
        Agreement shall come into force from the date of the execution of this Agreement
        by the Parties or their authorized representative until the date when Ao
        Hang
        obtains all the Equity Interest, subject to a maximum term of 20 years.


       

      
        	9.2	
                Entire
                  Agreement

              


      

       

      
        	 	
                9.2.1

              	
                This
                  Agreement and its appendixes constitute the entire agreement between
                  the
                  Parties with respect to the above subject matter, and shall supersede
                  all
                  previous discussions, consultations and agreements. This Agreement
                  can be
                  amended only by a written agreement jointly signed by the
                  Parties.

              


      

       

      
        	 	
                9.2.2

              	
                The
                  appendixes attached hereto constitute an inseparable part of this
                  Agreement, and have the same legal force as this
                  Agreement.

              


      

       

      
        	9.3	
                Notice

              


      

       

      
        	 	
                9.3.1

              	
                Unless
                  notified by the other party of address change, all notices or other
                  correspondences required in performing this Agreement shall be
                  delivered
                  by hand, express delivery, fax or registered mail to the following
                  addresses:

              


      

       

      Ao
        Hang:

       

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

       

      Tel:
        010-82525343

       

      Fax:
        010-82525345


       

      XFH:

       

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

       

      Tel:
        010-82525343

       

      Fax:
        010-82525345


       

      Notices
        and correspondences shall be deemed to be served if:

       

      
        	 	
                9.3.1.1

              	
                sent
                  by fax: the time displayed on the transmission record, however,
                  if the
                  displayed time is after 5:00 pm of the sending date, or the sending
                  day is
                  not a business day of the location where the recipient is located,
                  the
                  effective delivery date shall be the next business
                  day;

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                9.3.1.2

              	
                sent
                  by hand delivery (including courier): the day when the recipient
                  signs and
                  accepts the delivery;

              


      

       

      
        	 	
                9.3.1.3

              	
                sent
                  by registered mail, the fifteenth day from the date when the post
                  office
                  issues a receipt thereof.

              


      

       

      
        	9.4	
                Binding
                  Force

              


      

       

      This
        Agreement is binding upon the Parties and their successors, representatives
        and
        assigns. 

       

      
        	9.5	
                Language
                  and Counterpart

              


      

       

      This
        Agreement is written in English and Chinese. In the event of any discrepancy
        between the two versions, the English version shall prevail. This Agreement
        shall be executed in [two (2)] originals in English and [two (2)] originals
        in
        Chinese, with each Party holding one (1) original in each language.


       

      
        	9.6	
                Calendar
                  Day and Business Day

              


      

       

      Any
        reference to a day in this Agreement means a calendar day. Business day means
        any day on which commercial banks in China are open for business. 

       

      
        	9.7	
                Headings

              


      

       

      The
        headings contained herein are for convenience only and do not affect the
        interpretation of this Agreement. 

       

      
        	9.8	
                Singular
                  and Plural Form

              


      

       

      As
        required by the context, words importing the singular include the plural
        and
        vice versa. 

       

      
        	9.9	
                Matters
                  Not Covered

              


      

       

      Matters
        not covered in this Agreement shall be settled by the Parties through
        consultation, in accordance with the provisions of the laws of China.


       

      
        	9.10	
                Representations,
                  Warranties, Undertakings and Obligations to
                  Survive

              


      

       

      The
        representations, warranties, undertakings and obligations of the Parties
        provided in this Agreement, or made by or on behalf of a Party, shall be
        in full
        force and effect and shall remain valid after the delivery of the Equity
        Interest and payment of considerations, regardless of any investigation (or
        statement on any investigation result) made by or on behalf of a Party.


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        this
        Agreement is signed by the duly authorized representatives of the Parties
        as of
        the date first written above.


       

      Beijing
        Ao Hang Construction Material Technology Co., Ltd.

       

      Authorized
        representative: Weili He

       

      Name:
        

       

      Title:
        Legal Representative

       

      Company
        seal: 


       

      Xianfu
        Han

       

      Signed
        by: 


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      Appendix
        A

       

      Form
        of agreement on transfer of equity interest

       

        
          

        

      

       

      Agreement
        on Transfer of Equity Interest


      
        

      

       

      Xianfu
        Han

       

      and

       

      [*]


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      This
        Agreement on Transfer of Equity Interest ("Equity
        Transfer Agreement")
        is
        entered into by the following two parties on ____________, in Beijing, the
        People's Republic of China ("China"):
        

       

      
        	
                (1)

              	
                Xianfu
                  Han,
                  (the "Assignor");
                  and

              


      

       

      
        	
                (2)

              	
                [*],
                  [*] (the "Assignee").
                  

              


      

       

      The
        Assignor and the Assignee are hereinafter referred to individually as a
        "Party"
        and
        collectively as the "Parties".

       

      WHEREAS,
        

       

      
        	
                A.

              	
                The
                  Assignor is a shareholder of Beijing Xin Ao Concrete Co., Ltd.
                  ("XinAo"),
                  which is a limited liability company established on July 4, 2002
                  pursuant
                  to the PRC Laws (as defined below).


              


      

       

      
        	
                B.

              	
                The
                  Assignor has 60% of the equity interest in XinAo.
                  

              


      

       

      
        	
                C.

              	
                Subject
                  to the terms and conditions of this Equity Transfer Agreement,
                  the
                  Assignor now intends to assign to the Assignee, and the Assignee
                  is
                  willing to accept from the Assignor, all the equity interest
                  ("Equity
                  Interest")
                  of the Assignor in XinAo. 

              


      

       

      NOW
        THEREFORE,
        the
        Parties hereby agree as follows: 

       

      
        	1.	
                DEFINITIONS
                  AND INTERPRETATIONS

              


      

       

      
        	1.1	
                Definitions

              


      

       

      Unless
        otherwise agreed herein (as defined below), words or expressions contained
        in
        this Equity Transfer Agreement shall have the same meaning as those defined
        in
        the Option Agreement (the "Agreement"),
        dated
        as of November ______, 2007 between Ao Hang, a company organized under the
        laws
        of China (the "Ao
        Hang")
        and
        the Assignor.

       

      "Effective
        Date"
        means
        the date of this Agreement, or if government or regulatory approvals are
        necessary to effectuate the transfer, the date on which all such approvals
        are
        obtained.

       

      "PRC
        Laws" means
        the
        PRC laws and regulations that have been promulgated and now remain in force.
        

       

      "Resolution
        of Shareholders' Meeting"
        means
        the written resolution of the shareholders' meeting of XinAo, pursuant to
        which
        the shareholders agree that the Equity Interest shall be assigned in accordance
        with the Equity Transfer Agreement and waive their rights of first refusal
        regarding the Equity Interest. 

       

      
        	1.2	
                Interpretation
                  

              


      

       

      In
        this
        Agreement, headings are for convenience only and do not affect the
        interpretation of this Agreement. A reference to an Article or Appendix herein
        is a reference to that Article or Appendix of the Equity Transfer Agreement.
        Words importing the singular include the plural and vice versa. Unless otherwise
        provided herein, a reference to day, month or year means a calendar day,
        month
        or year. Business day refers to the day on which commercial banks in China
        are
        open for business. Masculine words herein include the feminine meaning and
        vice
        versa. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	2.	
                REPRESENTATIONS
                  AND WARRANTIES 

              


      

       

      
        	2.1	
                General
                  representations

              


      

       

      Each
        of
        the Parties hereby represents and warrants to the other party that it has
        full
        capacity and authorization to execute this Equity Transfer Agreement, and
        perform its obligations under this Equity Transfer Agreement, subject to
        compliance with legal restrictions on foreign investment under applicable
        PRC
        Laws.

       

      
        	2.2	
                Assignor
                  

              


      

       

      The
        Assignor further represents and warrants that:

       

      
        	
              	2.2.1	
                he
                  is the legitimate holder of the Equity Interest;
                  

              


      

       

      
        	
              	2.2.2	
                except
                  for the pledge under the Equity Pledge Agreement dated as of November
                  ______, 2007 by and among the Assignor and Beijing Ao Hang Construction
                  Material Technology Co., Ltd., such Equity Interest is free of
                  any
                  security interest. 

              


      

       

      
        	3.	
                ASSIGNMENT
                  OF EQUITY INTEREST 

              


      

       

      
        	3.1	
                Assignment
                  of equity interest

              


      

       

      The
        Assignor hereby assigns all of the Equity Interest to the Assignee. The Assignee
        agrees to accept such Equity Interest from the Assignor. 

       

      
        	3.2	
                Assignment
                  of rights and obligations 

              


      

       

      As
        at the
        Effective Date, all rights and obligations in relation to the Equity Interest
        shall be assigned from the Assignor to the Assignee. 

       

      
        	3.3	
                Necessary
                  measures 

              


      

       

      The
        Assignor undertakes to execute all necessary documents and take all necessary
        measures in a timely manner, so as to give effect to this Equity Transfer
        Agreement, including but not limited to the following: 

       

      
        	 	
                3.3.1

              	
                execute
                  the resolution of shareholders' meeting substantially in the form
                  of Annex
                  1; and provide the Assignee with a copy of the resolution of shareholders'
                  meeting; and

              


      

       

      
        	 	
                3.3.2

              	
                complete
                  any procedures within its control necessary for the full effectiveness
                  of
                  the Equity Transfer Agreement pursuant to PRC Laws, including but
                  not
                  limited to, completing the registration of the change in shareholder
                  with
                  the relevant industry and commerce administration department, updating
                  the
                  shareholders' list of XinAo and delivering the updated shareholders'
                  list
                  to the Assignee. 

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	3.4	
                Cooperation
                  with the Assignee

              


      

       

      The
        Assignor further undertakes: 

       

      
        	 	
                3.4.1

              	
                if
                  the formalities provided in Article 3.3.2 are delayed, the Assignor
                  shall
                  promptly notify the Assignee of the reason for such delay and the
                  revised
                  Effective Date; and 

              


      

       

      
        	 	
                3.4.2

              	
                fully
                  assist the Assignee in performing the Equity Transfer Agreement,
                  including
                  but not limited to providing the Assignee with access to the related
                  documents or information. 

              


      

       

      
        	3.5	
                Power
                  of attorney 

              


      

       

      The
        Assignor further undertakes that, as of the date first written above, he
        has
        full authority to entrust an appropriate entity or individual to, on his
        behalf,
        handle all matters related to this Equity Transfer Agreement (including but
        not
        limited to the matters related to this Article 3.5), in the event of the
        Assignor's death, emigration, incapacity or other failure to perform his
        obligations under this Equity Transfer Agreement. The above power of attorney
        shall be substantially in the form of Annex 2, and a copy of such power of
        attorney shall be provided to the Assignee. 

       

      
        	4.	
                SUPPLEMENTARY
                  PROVISIONS 

              


      

       

      
        	4.1	
                Notice
                  and service

              


      

       

      
        	 	
                4.1.1

              	
                All
                  notices and communications between the Parties shall be in writing,
                  either
                  in English or Chinese, and delivered by fax, hand (including express
                  delivery) or registered mail to the following appropriate
                  addresses:

              


      

       

      Assignor:

       

      Xianfu
        Han

       

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

       

      Telephone:
        010-82525343

       

      Fax:
        010-82525345 

       

      Assignee:

       

      [*]

       

      Address:
        [*]

       

      Tel:
        [*]

       

      Fax:
        [*]

       

      Recipient:
        [*] 

       

      
        
          	4.2	
                  Time
                    of service 

                


        

      

       

      Notices
        and communications shall be deemed to be served if:

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	 	
                4.2.1

              	
                sent
                  by fax: the time displayed on the transmission record, however,
                  if the
                  displayed time is after 5:00 pm of the sending date, or the sending
                  day is
                  not a business day of the location where the recipient is located,
                  the
                  effective delivery date shall be the next business day;
                  

              


      

       

      
        	 	
                4.2.2

              	
                sent
                  by hand delivery (including courier): the day when the recipient
                  or any
                  staff at the recipient's location signs and accepts the delivery;
                  or

              


      

       

      
        	 	
                4.2.3

              	
                Sent
                  by registered mail, the third day after the date when the post
                  office
                  issues a receipt thereof.

              


      

       

      
        	4.3	
                Amendment
                  

              


      

       

      The
        provisions of this Equity Transfer Agreement can be waived, revised or amended
        only by a written instrument signed by the Parties. 

       

      
        	4.4	
                Non-waiver
                  

              


      

       

      The
        failure by either party to exercise or its delay in exercising any right
        under
        this Equity Transfer Agreement shall not be deemed a waiver of such
        right.

       

      
        	4.5	
                Severability

              


      

       

      The
        invalidity of any clause under this Agreement shall not affect the validity
        of
        any other clauses unrelated to such clause.

       

      
        
          	4.6	
                  Tax
                    and expenses 

                


        

      

       

      Each
        of
        the Parties shall bear its respective taxes arising from the execution and
        performance of this Agreement. 

       

      
        	4.7	
                Successor
                  

              


      

       

      This
        Equity Transfer Agreement is binding upon the respective successors and assigns
        (if any) of the Parties, and upon any individual designated by the Assignor
        when
        it becomes necessary for the Assignor to use the power of attorney provided
        in
        the appendix in case of the occurrence of events set out in the above Article
        3.5. 

       

      
        	4.8	
                Applicable
                  Law 

              


      

       

      The
        execution, validity, interpretation, performance of this Equity Transfer
        Agreement and resolution of disputes hereunder shall be governed by the PRC
        Laws. 

       

      
        	4.9	
                Arbitration
                  

              


      

       

      
        	
              	4.9.1	
                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 Shenzhen
                  branch of
                  China International Economic and Trade Arbitration Commission
                  ("CIETAC"),
                  for arbitration in Shenzhen which shall be conducted in accordance
                  with
                  CIETAC's rules.

              


      

       

      
        	
              	4.9.2	
                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. The Chairman shall not
                  be a
                  citizen or national of the same country as either of the
                  Parties.

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
              	4.9.3	
                The
                  language to be used in any arbitral proceedings shall be
                  Chinese.

              


      

       

      
        	
              	4.9.4	
                The
                  costs of arbitration shall be borne by the losing Party, unless
                  otherwise
                  determined by the arbitration
                  award.

              


      

       

      
        	4.10	
                Language
                  

              


      

       

      This
        Equity Transfer Agreement is written in English. 


       

      IN
        WITNESS WHEREOF,
        this
        Equity Transfer Agreement is signed by the duly authorized representatives
        of
        the Parties as of the date first written above.


       

      Assignor:
        Xianfu
        Han

       

      Signed
        by: 


       

      Assignee:
        [*]

       

      Authorized
        representative: [*]

       

      Name:
        [*]


       

      Title:
        [*]

       

      Common
        seal: [*]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Annex
        1

       

      Form
        of resolution of shareholders' meeting 

       

      Beijing
        Xin Ao Concrete Co., Ltd. (the "Company")

       

      This
        written resolution of the shareholders' meeting of the Company is formally
        adopted at [*] on [*]

       

      
        
          

        

      

       

      
        	1.	
                Attending
                  shareholders:  Mr.
                  Weili He 

              


      

       

      Mr.
        Xianfu Han

       

      
        	
                2.

              	
                The
                  matters related to transfer of equity interest provided in the
                  Agreement
                  on Transfer of Equity Interest ("Equity
                  Transfer Agreement")
                  entered into by and between Xianfu Han and [*] on [*] were discussed
                  at
                  the shareholders' meeting. 

              


      

       

      
        	
                3.

              	
                The
                  shareholders' meeting unanimously agrees to make the following
                  resolution:
                  

              


      

       

      
        	 	
                (a)

              	
                confirm
                  and approve the Equity Transfer Agreement;


              


      

       

      
        	 	
                (b)

              	
                approve
                  Xianfu Han to transfer its equity interest in the Company to [*]
                  pursuant
                  to the provisions of the Equity Transfer Agreement; and
                  

              


      

       

      
        	 	
                (c)

              	
                the
                  shareholders hereby waive their respective right of first refusal
                  (entitled in accordance with the PRC laws and the articles of association
                  of the Company) regarding the equity interest to be assigned by
                  the other
                  shareholders of the Company under the Equity Transfer Agreement.
                  

              


      

       

      Signed
        by: 

       

      Signed
        by: 

       

      Date:

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Annex
        2

       

      Form
        of power of attorney 

       

      Power
        of Attorney

       

      To
        Whom
        It May Concern, 

       

      I,
        the
        undersigned, a founder and a shareholder of Beijing Xin Ao Concrete Co. Ltd.
        (the "Company"), hereby entrusts [ ] with full authority on [ ], if I am
        unable
        to perform my obligations under the Equity Transfer Agreement entered into
        by
        and among Ao Hang (or its designated person) and I on __________, [ ] in
        the
        event of my death, emigration, illness, incapacity or any other reason, to
        act
        on my behalf to perform the obligations under the above agreement and all
        matters related to transfer of equity interest. 

       

      The
        above
        actions shall include but shall not be limited to the execution of all necessary
        documents (including resolutions of shareholders' meetings) and completion
        of
        all necessary formalities (including filings with the government and alteration
        of the registration of shareholders of the Company) required for my performance
        of the obligations under the above Equity Transfer Agreement in accordance
        with
        laws of China. 

       

      Signed
        by: 

       

      Name:
        Xianfu Han

       

      Date:
        


       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Appendix
        B

       

      Form
        of waiver of right of first refusal

       

      Waiver
        of Right of First Refusal


       

      To:
        Xianfu Han

       

      Dear
        Sirs,

       

      I
        refer
        to the proposed transfer of your entire interest in the registered capital
        of
        Beijing Xin Ao Concrete Co., Ltd. to Ao Hang or its designated entity
        ("Transferee").

       

      I
        hereby
        waive any pre-emptive right I may have under PRC laws or otherwise to acquire
        the equity interest you propose to transfer to the Transferee and consent
        to the
        proposed transfer of the equity interest to the Transferee.

       

      Yours
        faithfully

       

      ________________

       

      For
        and
        on behalf of

       

      Weili
        He

       

      
        
          
          

        

        
          19