Option
      Agreement

     

    between

     

    Beijing
      Ao Hang Construction Material Technology Co., Ltd. 

     

    and

     

    Weili
      He

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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)	
              Weili
                He,
                whose China's ID number is 110108195703203459,
                with his principal domicile at No.6
                Room, Yard 228, Tiancunshannan, Haidian District, Beijing,
                China.
                (“WLH”);

            


    

     

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

     

    WHEREAS,
      

     

    
      	
              (A)

            	
              WLH
                holds 40% 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

            


    

     

    WLH
      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 WLH to
      XinAo. 

     

    
      	1.2	
              Price
                of Option

            


    

     

    In
      consideration of obtaining the Option, Ao Hang has paid to WLH One Renminbi
      on
      the date of this Agreement. WLH 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

            	
              WLH
                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, WLH 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

            	
              WLH
                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 WLH.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	2.2	
              Assignment

            


    

     

    WLH
      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 WLH, 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 WLH 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
                WLH;

            


    

     

    
      	 	
              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). WLH 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 WLH the exercise price to purchase the
      Equity Interest set out in Article 1 and WLH 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, WLH 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, WLH shall at Ao Hang's request sign (and use commercially
      reasonable efforts to procure that Xianfu
      Han
      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

            


    

     

    WLH
      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 WLH, 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 WLH 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 WLH shall remain intact, and is free of any lien, mortgage,
                pledge
                or third party's right, and WLH will not transfer, grant, pledge
                or
                otherwise dispose of his Equity
                Interest;

            


    

     

    
      	 	
              4.1.8

            	
              the
                Option granted by WLH 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.

            


    

     

    WLH
      further represents and warrants to Ao Hang that he owns 40% 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

            


    

     

    WLH
      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 WLH'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
                WLH or Xianfu Han or any of their
                Affiliates.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	 	
              4.2.3.2

            	
              if
                he receives any dividends from XinAo with respect to the Equity Interest,
                WLH 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, WLH 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 WLH or directly pay to the appropriate tax authorities all
      of
      WLH'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	
              WLH's
                liability for breach

            


    

     

    The
      sole
      remedy available to Ao Hang for the breach by WLH 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 WLH'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 WLH 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


     

    WLH:

     

    Address:
       No.6
      Room, Yard 228, Tiancunshannan, 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, 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:

     

    Company
      seal: 

     

    Weili
      He

     

    Signed
      by: 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Appendix
      A


    Form
      of agreement on transfer of equity interest

      

       

        
          

        

      

    

     

    Agreement
      on Transfer of Equity Interest

      

      
        

      

    

     

    Weili
      He

     

    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)

            	
              Weili
                He,
                (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 40% 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 Beijing Ao Hang Construction Material
      Technology Co., Ltd., a company organized under the laws of the 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:

     

    Weili
      He

     

    Address:
      No.6 Room, Yard 228, Tiancunshannan, 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:
      Weili
      He

     

    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.
                Xianfu Han 

            


    

     

    Mr.
      Weili
      He

     

    
      	
              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 Weili He 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
                Weili He to transfer its equity interest in the Company to Beijing
                Ao Hang
                Construction Material Technology Co., Ltd. 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:
      Weili He

     

    Date:
      

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Appendix
      B


    Form
      of waiver of right of first refusal


     

    Waiver
      of Right of First Refusal


     

    To:
      Weili
      He

     

    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

               

            
	
              Xianfu
                Han

            


    


    
      
        
        

      

      
        19