Equity
      Pledge Agreement

     

    between

     

    Beijing
      Ao Hang Construction Material Technology Co., Ltd.

     

    and

     

    Xianfu
      Han

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Equity Pledge Agreement (the “Agreement”) is entered into on the day of November
      __28___,
      2007
      by and between the following parties:

    

      
        	
                Pledgee:

              	
                Beijing
                  Ao Hang Construction Material Technology Co., Ltd.

              
	
                Address:

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

              
	
                Pledgor:

              	
                Xianfu
                  Han

              
	
                Identification
                  Card No: 110108195809253710

              
	
                Address:

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

              


      

    

     

    WHEREAS,

     

    
      	
              1.

            	
              Xianfu
                Han, the Pledgor, is the citizen of the People's Republic of China
                ("PRC”). The Pledgor owns 60% of the Equity Interest in Beijing Xin Ao
                Concrete Co., Ltd. (“XinAo”).
                XinAo is a company registered in Beijing carrying on concrete
                manufacturing business.

            


    

     

    
      	
              2.

            	
              The
                Pledgee, a wholly foreign-owned company registered in Beijing, PRC,
                has
                been licensed by the PRC relevant government authority to carry on
                the
                business of construction material technology. The Pledgee and the
                Pledgor’s subsidiary, XinAo enter into Exclusive
                Technical Consulting and Service Agreement
                (the “Service Agreement”) on November __28___,
                2007.

            


    

     

    
      	
              3.

            	
              In
                order to ensure that the Pledgee collects consulting and service
                fees from
                XinAo, the Pledgor is willing to pledge all its Equity Interest in
                XinAo
                to the Pledgee as a security for the Pledgee to collect technical
                consulting and service fees under the Service
                Agreement.

            


    

     

    In
      order
      to define each Party’s rights and obligations, the Pledgee and the Pledgor
      through mutual negotiations hereby enter into this Agreement based upon the
      following terms:

     

    
      
        	1.	
                DEFINITIONS
                  AND INTERPRETATIONS

              


      

    

     

    Unless
      otherwise provided in this Agreement, the following terms shall have the
      following meanings:

     

    
      	 	
              1.1

            	
              Pledge
                means the full meaning assigned to that term in Article
                2.

            


    

     

    
      	 	
              1.2

            	
              Equity
                Interest means all its 60% equity interests in XinAo legally held
                by the
                Pledgor.

            


    

     

    
      	 	
              1.3

            	
              Rate
                of Pledge means the ratio between the value of the pledge under this
                Agreement and the technical consulting and service fees under the
                Service
                Agreement.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.4

            	
              Term
                of Pledge means the period provided for under Article 3.2
                hereunder.

            


    

     

    
      	 	
              1.5

            	
              Service
                Agreement means the Exclusive Technical Consulting and Service Agreement
                entered into by and between XinAo and the
                Pledgee.

            


    

     

    
      	 	
              1.6

            	
              Event
                of Default means any event in accordance with Article 7
                hereunder.

            


    

     

    
      	 	
              1.7

            	
              Notice
                of Default means the notice of default issued by the Pledgee in accordance
                with this Agreement.

            


    

     

    
      
        
          
            	2.	
                    PLEDGE

                  


          

        

      

    

     

    
      	 	
              2.1

            	
              The
                Pledgor agrees to pledge all its Equity Interest in XinAo to the
                Pledgee
                as a guarantee for the technical consulting and service fees payable
                to
                the Pledgee under the Service
                Agreement.

            


    

     

    
      	 	
              2.2

            	
              Pledge
                under this Agreement refers to the rights owned by the Pledgee who
                shall
                be entitled to have priority in receiving payment or proceeds from
                the
                auction or sale of the equity interests pledged by the Pledgor to
                the
                Pledgee.

            


    

     

    

      
        	3.	
                RATE
                  OF PLEDGE AND TERM OF
                  PLEDGE

              


      

    

     

    
      	 	
              3.1

            	
              The
                Rate of Pledge

            


    

     

    
      	 	
              3.1.1

            	
              The
                Rate of Pledge shall be 100%.

            


    

     

    
      	 	
              3.2

            	
              The
                Term of Pledge

            


    

     

    
      	 	
              3.2.1

            	
              The
                Pledge of the Equity Interest under this Agreement shall take effect
                as of
                the date when the Equity Interest under this Agreement are recorded
                in the
                Register of Shareholder of XinAo and registered with the competent
                Administration for Industry and Commerce. The Term of the Pledge
                is the
                same as the term of Service
                Agreement.

            


    

     

    
      	 	
              3.2.2

            	
              During
                the Term of Pledge, the Pledgor shall be entitled to dispose of the
                Pledge
                in accordance with this Agreement in the event that XinAo fails to
                pay
                exclusive technical consulting and service fees in accordance with
                the
                Service Agreement.

            


    

     

    
      
        	4.	
                PHYSICAL
                  POSSESSION OF
                  DOCUMENTS

              


      

    

     

    
      	 	
              4.1

            	
              The
                Pledgee shall be entitled to collect the dividends from the Equity
                Interest.

            


    

     

    
      
        
          	5.	
                  WARRANTIES
                    AND REPRESENTATIONS OF THE
                    PLEDGOR

                


        

      

    

     

    
      	 	
              5.1

            	
              The
                Pledgor is the legal owner of the Equity
                Interest.

            


    

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.2

            	
              Except
                as otherwise provided hereunder, the Pledgee shall not be interfered
                with
                by any parties at any time when the Pledgee exercises its rights
                in
                accordance with this Agreement.

            


    

     

    
      	 	
              5.3

            	
              Except
                as otherwise provided hereunder, the Pledgee shall be entitled to
                dispose
                of or assign the Pledge in accordance with this
                Agreement.

            


    

     

    
      	 	
              5.4

            	
              The
                Pledgor will not pledge or encumber the Equity Interest to any other
                person except for the Pledgee.

            


    

     

    
      
        	6.	
                COVENANT
                  OF THE PLEDGOR

              


      

    

     

    
      	 	
              6.1

            	
              During
                the effective term of this Agreement, the Pledgor covenants to the
                Pledgee
                that the Pledgor shall:

            


    

     

    
      	 	
              6.1.1

            	
              Except
                for the transfer of the Equity Interest by the Pledgor, as subject
                to the
                Exclusive Purchase Contract entered into among the Pledgor, Xin Ao
                Construction Materials, Inc. and XinAo, to Xin Ao Construction Materials,
                Inc. or the person designated by XinAo Construction Materials, Inc.,
                not
                transfer or assign the Equity Interest, create or permit to be created
                any
                pledges which may have an adverse affect on the rights or benefits
                of the
                Pledgee without prior written consent from the
                Pledgee;

            


    

     

    
      	 	
              6.1.2

            	
              Comply
                with and implement laws and regulations with respect to the pledge
                of
                rights, present to the Pledgee the notices, orders or suggestions
                with
                respect to the Pledge issued or made by the competent authority within
                five (5) days upon receiving such notices, orders or suggestions
                and
                comply with such notices, orders or suggestions, or object to the
                foregoing matters at the reasonable request of the Pledgee or with
                consent
                from the Pledgee.

            


    

     

    
      	 	
              6.1.3

            	
              Timely
                notify the Pledgee of any events or any received notices which may
                affect
                the Pledgor’s Equity interest or any part of its right, and any events or
                any received notices which may change the Pledgor’s any covenant and
                obligation under this Agreement or which may affect the Pledgor’s
                performance of its obligations under this
                Agreement.

            


    

     

    
      	 	
              6.2

            	
              The
                Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained
                from this Agreement shall not be suspended or hampered through legal
                procedure by the Pledgor or any successors of the Pledgor or any
                person
                authorized by the Pledgor.

            


    

     

    
      	 	
              6.3

            	
              The
                Pledgor warrants to the Pledgee that in order to protect or perfect
                the
                security over the payment of the technical consulting and service
                fees
                under the Service Agreement, the Pledgor shall execute in good faith
                and
                cause other parties who have interests in the Pledge to execute all
                the
                title certificates, contracts, and or perform and cause other parties
                who
                have interests to take action as required by the Pledgee and make
                access
                to exercise the rights and authorization vested in the Pledgee under
                this
                Agreement, and execute all the documents with respect to the changes
                of
                certificate of the Equity Interest with the Pledgee or the person
                (natural
                person or legal entity) designed by the Pledgee, and provides all
                the
                notices, orders and decisions regarded as necessary by the Pledgee
                with
                the Pledgee within the reasonable
                time.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.4

            	
              The
                Pledgor warrants to the Pledgee that the Pledgor will comply with
                and
                perform all the guarantees, covenants, agreements, representations
                and
                conditions for the benefits of the Pledgee. The Pledgor shall compensate
                all the losses suffered by the Pledgee for the reasons that the Pledgor
                does not perform or fully perform their guarantees, covenants, agreements,
                representations and conditions.

            


    

     

    
      
        	7.	
                EVENTS
                  OF DEFAULT

              


      

    

     

    
      	 	
              7.1

            	
              The
                following events shall be regarded as the event of
                default:

            


    

     

    
      	 	
              7.1.1

            	
              XinAo
                fails to make full payments of the exclusive technical consulting
                and
                service fees as scheduled under the Service
                Agreement;

            


    

     

    
      	 	
              7.1.2

            	
              The
                Pledgor makes any material misleading or fraudulent representations
                or
                warranties under Article 5 herein, and/or the Pledgor is in violation
                of
                any warranties under Article 5
                herein;

            


    

     

    
      	 	
              7.1.3

            	
              The
                Pledgor violates the covenants under Article 6
                herein;

            


    

     

    
      	 	
              7.1.4

            	
              The
                Pledgor violates any terms and conditions
                herein;

            


    

     

    
      	 	
              7.1.5

            	
              The
                Pledgor waives the pledged Equity Interest or transfers or assigns
                the
                pledged Equity Interest without prior written consent of the Pledgee,
                except as provided in Article 6.1.1 in this
                Agreement;

            


    

     

    
      	 	
              7.1.6

            	
              The
                Pledgor’s external loan, security, compensation, covenants or any other
                compensation liabilities (1) are required to be repaid or performed
                prior
                to the scheduled date; or (2) are due but can not be repaid or performed
                as scheduled and thereby cause the Pledgee to deem that the Pledgor’s
                capacity to perform the obligations herein is
                affected;

            


    

     

    
      	 	
              7.1.7

            	
              The
                Pledgor is incapable of repaying the general debt or other
                debt;

            


    

     

    
      	 	
              7.1.8

            	
              This
                Agreement is illegal for the reason of the promulgation of the related
                laws or the Pledgor's incapability of continuing to perform the
                obligations herein;

            


    

     

    
      	 	
              7.1.9

            	
              Any
                approval, permits, licenses or authorization from the competent authority
                of the government needed to perform this Agreement or validate this
                Agreement are withdrawn, suspended, invalidated or materially
                amended;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              7.1.10

            	
              The
                property of the Pledgor is adversely changed and causes the Pledgee
                to
                deem that the capability of the Pledgor to perform the obligations
                herein
                is affected;

            


    

     

    
      	 	
              7.1.11

            	
              The
                successors or assignees of the Pledgor are only entitled to perform
                a
                portion of or refuse to perform the payment liability under the Service
                Agreement;

            


    

     

    
      	 	
              7.1.12

            	
              Other
                circumstances whereby the Pledgee is incapable of exercising the
                right to
                dispose the Pledge in accordance with the related
                laws.

            


    

     

    
      	 	
              7.2

            	
              The
                Pledgor shall immediately give a written notice to the Pledgee if
                the
                Pledgor is aware of or find that any event under Article 7.1 herein
                or any
                events that may result in the foregoing events have happened or is
                going
                on.

            


    

     

    
      	 	
              7.3

            	
              Unless
                the event of default under Article 7.1 herein has been solved to
                the
                Pledgee's satisfaction, the Pledgee, at any time when the event of
                default
                happens or thereafter, may give a written notice of default to the
                Pledgor
                and require the Pledgor to immediately make full payments of the
                outstanding service fees under the Service Agreement and other payables
                or
                dispose the Pledge in accordance with Article 8
                herein.

            


    

     

    
      
        	8.	
                EXERCISE
                  OF THE RIGHT OF THE
                  PLEDGE

              


      

    

     

    
      	 	
              8.1

            	
              The
                Pledgor shall not transfer or assign the Equity Interest without
                prior
                written approval from the Pledgee prior to the full repayment of
                the
                consulting and service fees under the Service
                Agreement.

            


    

     

    
      	 	
              8.2

            	
              The
                Pledgee shall give the Notice of Default to the Pledgor when the
                Pledgee
                exercises the right of pledge.

            


    

     

    
      	 	
              8.3

            	
              Subject
                to Article 7.3, the Pledgee may exercise the right to dispose the
                Pledge
                at any time when the Pledgee gives the Notice of Default in accordance
                with Article 7.3 or thereafter.

            


    

     

    
      	 	
              8.4

            	
              The
                Pledgee is entitled to have priority in receiving payment or proceeds
                from
                the auction or sale of whole or part of the Equity Interest pledged
                herein
                in accordance with legal procedure until the outstanding technical
                consulting and service fees and all other payables under the Service
                Agreement are repaid.

            


    

     

    
      	 	
              8.5

            	
              The
                Pledgor shall not hinder the Pledgee from disposing the Pledge in
                accordance with this Agreement and shall give necessary assistance
                so that
                the Pledgee could realize his
                Pledge.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	9.	
              TRANSFER
                OR ASSIGNMENT

            


    

     

    
      	 	
              9.1

            	
              The
                Pledgor shall not donate or transfer his rights and obligations herein
                without prior consent from the
                Pledgee.

            


    

     

    
      	 	
              9.2

            	
              This
                Agreement shall be binding upon and inure to the benefit of the successors
                of the Pledgor and be effective to the Pledgee and his each successor
                and
                assignee.

            


    

     

    
      	 	
              9.3

            	
              The
                Pledgee may transfer or assign his all or any rights and obligations
                under
                the Service Agreement to any individual (natural person or legal
                entity)
                at any time. In this case, the assignee shall enjoy and undertake
                the same
                rights and obligations herein of the Pledgee as if the assignee is
                a party
                hereto. When the Pledgee transfers or assigns the rights and obligations
                under the Service Agreement, at the request of the Pledgee, the Pledgor
                shall execute the relevant agreements and/or documents with respect
                to
                such transfer or assignment.

            


    

     

    
      	 	
              9.4

            	
              After
                the Pledgee’s change resulting from the transfer or assignment, the new
                parties to the pledge shall re-execute a pledge
                contract.

            


    

     

    
      
        	10.	
                TERMINATION

              


      

    

     

    This
      Agreement shall not be terminated until the consulting and service fees under
      the Service Agreement are paid off and XinAo shall no longer undertake any
      obligations under the Service Agreement. The Pledgee shall then cancel or
      terminate this Agreement within reasonable time as soon as
      practicable.

     

    
      
        	11.	
                FORMALITIES
                  FEES AND OTHER
                  EXPENSES

              


      

    

     

    
      	 	
              11.1

            	
              The
                Pledgor shall be responsible for all the fees and actual expenditures
                in
                relation to this Agreement, including but not limited to legal fees,
                cost
                of production, stamp tax and any other taxes and charges. If the
                Pledgee
                pays the relevant taxes in accordance with the laws, the Pledgor
                shall
                fully indemnify such taxes paid by the
                Pledgee.

            


    

     

    
      	 	
              11.2

            	
              The
                Pledgor shall be responsible for all the fees (including but not
                limited
                to any taxes, formalities fees, management fees, litigation fees,
                attorney's fees, and various insurance premiums in connection with
                disposition of Pledge) incurred by the Pledgor for the reason that
                (1) the
                Pledgor fails to pay any payable taxes, fees or charges in accordance
                with
                this Agreement; or (2) the Pledgee has recourse to any foregoing
                taxes,
                charges or fees by any means for other
                reasons.

            


    

     

    
      
        	12.	
                FORCE
                  MAJEURE

              


      

    

     

    
      	 	
              12.1

            	
              If
                this Agreement is delayed in or prevented from performing in the
                event of
                Force Majeure (“Event of Force Majeure”), only within the limitation of
                such delay or prevention, the affected party is absolved from any
                liability under this Agreement. Force Majeure, which includes acts
                of
                governments, acts of nature, fire, explosion, typhoon, flood, earthquake,
                tide, lightning, war, means any unforeseen events beyond the prevented
                party’s reasonable control and cannot be prevented with reasonable care.
                However, any shortage of credit, capital or finance shall not be
                regarded
                as an event beyond
                a Party’s reasonable control. The Pledge effected by Force Majeure who
                claims for exemption from performing any obligations under this Agreement
                or under any Article herein shall notify the other party of such
                exemption
                promptly and advice him of the steps to be taken for completion of
                the
                performance.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.2

            	
              The
                party affected by Force Majeure shall not assume any liability under
                this
                Agreement. However, subject to the party affected by Force Majeure
                having
                taken its reasonable and practicable efforts to perform this Agreement,
                the Party claiming for exemption of the liabilities may only be exempted
                from performing such liability as within limitation of the part
                performance delayed or prevented by Force Majeure. Once causes for
                such
                exemption of liabilities are rectified and remedied, both parties
                agree to
                resume performance of this Agreement with their best
                efforts.

            


    

     

    
      
        	13.	
                DISPUTE
                  RESOLUTION

              


      

    

     

    
      	 	
              13.1

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

            


    

     

    
      	 	
              13.2

            	
              The
                parties shall strive to settle any dispute arising from the interpretation
                or performance, or in connection with this Agreement through friendly
                consultation. In case no settlement can be reached through consultation,
                each party can submit such matter to China International Economic
                and
                Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing under
                the current effective rules of CIETAC. The arbitration proceedings
                shall
                be conducted in Chinese. The arbitration award shall be final and
                binding
                upon the parties.

            


    

     

    
      
        	14.	
                NOTICE

              


      

       

    

    
      	 	
              14.1

            	
              Any
                notice which is given by the parties hereto for the purpose of performing
                the rights, duties and obligations hereunder shall be in writing.
                Where
                such notice is delivered personally, the time of notice is the time
                when
                such notice actually reaches the addressee; where such notice is
                transmitted by telex or facsimile, the notice time is the time when
                such
                notice is transmitted. If such notice does not reach the addressee
                on
                business date or reaches the addressee after the business time, the
                next
                business day following such day is the date of notice. The delivery
                place
                is the address first written above of the parties hereto or the address
                advised in writing including facsimile and telex from time to
                time.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	15.	
              EFFECTIVENESS

            


    

     

    
      	 	
              15.1

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

            


    

     

    
      	 	
              15.2

            	
              This
                Agreement is executed in English.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Equity
      Pledge Agreement


     

    (No
      text
      on this page)


     

    The
      Pledgee: Beijing Ao Hang Construction Material Technology Co.,
      Ltd.


     

    Authorized
      Representative: Weili He

     

    The
      Pledgor: Xianfu Han

     

    Signature:
      

     

    
      
        
        

      

      
        10