Exclusive
      Technical Consulting

    and
      Services Agreement

     

    between

     

    Beijing
      Ao Hang Construction Material Technology Co., Ltd.

     

    and

     

    Beijing
      Xin Ao Concrete Co., Ltd.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Exclusive Technical Consulting and Services Agreement (the
“Agreement”)
      is made
      and entered into on the date of November
      __28__,
      2007
      between the following two parties in Beijing:

     

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

            


    

    
      	
              Legal
                Address:

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

            


    

     

    
      	
              Party
                B:

            	
              Beijing
                Xin Ao Construction Co.,
                Ltd.

            


    

    
      	
              Legal
                Address:

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

            


    

     

    WHEREAS:

     

    
      	
              1.

            	
              Party
                A, a wholly foreign-owned enterprise organized in People’s Republic of
                China (the “PRC”) under the Laws of the PRC, owns resources to provide the
                technical consulting and services.

            


    

     

    
      	
              2.

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

            


    

     

    
      	
              3.

            	
              Party
                A agrees to provide Party B with technical consulting and related
                services, and Party B agrees to accept such technical consulting
                and
                services provided by Party A;

            


    

     

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

     

    
      	1.	
              Technical
                Consulting and Services;
                Exclusivity

            


    

     

    
      	 	
              1.1

            	
              During
                the term of this Agreement, Party A agrees to, as the exclusive technical
                consulting and services provider of Party B, provide the exclusive
                technical consulting and services to Party B set forth on Appendix
                1.
                Party A further agrees that, during the term of this Agreement, it
                shall
                not provide any technical consulting and services to any other third
                parties without Party B’s prior written consent, with the exception to the
                affiliates of Party B.

            


    

     

    
      	 	
              1.2

            	
              Party
                B hereby agrees to accept such exclusive technical consulting and
                services
                provided by Party A. Party B further agrees that, during the term
                of this
                Agreement, it shall not accept any third parties to provide such
                technical
                consulting and services for such above-mentioned business without
                the
                prior written consent of Party A.

            


    

     

    
      	 	
              1.3

            	
              Party
                A shall be the sole and exclusive owner of all right, title and interests
                to any and all intellectual property rights arising from the performance
                of this Agreement, including but not limited to, copyrights, patent,
                know-how, trade secrets and others no matter whether it is developed
                by
                Party A or by Party B based on Party A’s intellectual property
                right.

            


    

     

    
      	2.	
              Calculation
                and Payment of the Fee for Technical Consulting and Services (the
                “Fee”)

            


    

     

    The
      parties agree that the Fee under this Agreement shall be determined according
      to
      the terms set forth in Appendix 2.

     

    
      	3.	
              Representations
                and Warranties

            


    

     

    
      	 	
              3.1

            	
              Party
                A hereby represents and warrants as
                follows:

            


    

     

    
      	 	
              3.1.1

            	
              Party
                A is a company duly registered and validly existing under the Laws
                of the
                PC;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.1.2

            	
              Party
                A has the power, has been duly authorized by all necessary action,
                and has
                obtained all third party and governmental consents and approvals
                to
                execute and perform this Agreement. The execution, delivery and
                performance of this Agreement and does not and will not result in
                any
                violation of enforceable or effective laws or contractual
                limitations;

            


    

     

    
      	 	
              3.1.3

            	
              the
                Agreement constitutes a legal, valid and binding obligation of Party
                A,
                enforceable against it in accordance with its terms upon
                its execution.

            


    

     

    
      	 	
              3.2

            	
              Party
                B hereby represents and warrants as
                follows:

            


    

     

    
      	 	
              3.2.1

            	
              Party
                B is a company duly registered and validly existing under the Laws
                of the
                PRC and is licensed to engage in the business of the information
                service
                on the value-added communication
                services.

            


    

     

    
      	 	
              3.2.2

            	
              Party
                B has the company power, within the business scope, has been dully
                authorized by all necessary action, has been obtained all consents
                and
                approvals from any third parties and governments to execute and perform
                this Agreement, and do not and will not result in any violation of
                enforceable or effective laws or contractual
                limitations.

            


    

     

    
      	 	
              3.2.3

            	
              the
                Agreement constitutes its legal, valid and binding obligation of
                Party B,
                enforceable against it in accordance with its terms upon
                its execution.

            


    

     

    
      	4.	
              Confidentiality

            


    

     

    
      	 	
              4.1

            	
              Party
                B agrees to use all reasonable means to protect and maintain the
                confidentiality of Party A’s confidential data and information
                acknowledged or received by Party B by accepting the exclusive consulting
                and services from Party A (collectively the “Confidential
                Information”).
                Party B shall not disclose or transfer any Confidential Information
                to any
                third party without Party A’s prior written consent. Upon termination of
                this Agreement, Party B shall, at Party A’s
                request, return all and any documents, information or software contained
                any of such Confidential Information to Party A or destroy it and
                delete
                all such Confidential Information from any memory
                devices.

            


    

     

    
      	 	
              4.2

            	
              The
                parties agree that this Article 4 shall survive no matter whether
                this
                Agreement is amended, cancelled or
                terminated.

            


    

     

    
      	5.	
              Indemnity

            


    

     

    Party
      B
      shall indemnify and hold harmless Party A from and against any loss, damage,
      obligation and expenses arising out of any litigation, claim or other legal
      procedure against Party A arising out of the performance of this
      Agreement.

     

    
      	6.	
              Effectiveness
                and Term

            


    

     

    
      	 	
              6.1

            	
              This
                Agreement shall be executed and come into effect as of the date first
                set
                forth above. The term of this Agreement is ten (10) years, unless
                earlier
                terminated as set forth in this Agreement (the “Term”). Party A and Party
                B shall review this Agreement every three (3) months to determine
                whether
                any amendment or supplement to the Agreement is necessary after
                considering the circumstances.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	7.	
              Termination

            


    

     

    
      	 	
              7.1

            	
              Termination;
                extension

            


    

     

    This
      Agreement shall terminate automatically upon expiration of the Term, and may
      be
      extended only if Party A gives its written consent of the extension of this
      Agreement before the expiration of this Agreement. The parties shall, through
      negotiations, determine the extension term.

     

    
      	 	
              7.2

            	
              Early
                Termination

            


    

     

    During
      the Term, Party B may not terminate this Agreement except in the case of gross
      negligence, fraud or other illegal acts or bankruptcy of Party A.
      Notwithstanding the foregoing, Party A may terminate this Agreement at any
      time
      with a written notice to Party B thirty (30) days before such
      termination.

     

    
      	 	
              7.3

            	
              Survival

            


    

     

    All
      rights and obligations under Article 4 and Article 5 shall survive after the
      termination of this Agreement.

     

    
      	8.	
              Dispute
                Resolution

            


    

     

    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance 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
      (the “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 and shall be enforceable in
      accordance with its terms.

     

    
      	9.	
              Force
                Majeure

            


    

     

    
      	 	
              9.1

            	
              Force
                Majeure, which includes, but not limited to, acts of governments,
                acts of
                nature, fire, explosion, typhoon, flood, earthquake, tide, lightning
                or
                war, means any event that is beyond the 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 of Force Majeure. The affected party who is claiming to be
                not
                liable to its failure of fulfilling this Agreement by Force Majeure
                shall
                inform the other party, without delay, of the approaches of the
                performance of this Agreement by the affected
                party.

            


    

     

    
      	 	
              9.2

            	
              In
                the event that the affected party is delayed in or prevented from
                performing its obligations under this Agreement by Force Majeure,
                only
                within the scope of such delay or prevention, the affected party
                will not
                be responsible for any damage by reason of such a failure or delay
                of
                performance. The affected party shall take appropriate means to minimize
                or remove the effects of Force Majeure and attempt to resume performance
                of the obligations delayed or prevented by the event of Force Majeure.
                After the event of Force Majeure is removed, the parties agree to
                resume
                performance of this Agreement with their best
                efforts.

            


    

     

    
      	10.	
              Notices

            


    

     

    All
      notices or other communications provided for hereunder shall be written in
      English and Chinese and shall be personal delivery or by registered or postage
      prepaid mail, recognized courier service or facsimile transmission to the
      address of the relevant party or parties set forth below.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Party A:

            	
              Beijing
                Ao Hang Construction Material Technology Co., Ltd.

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

            
	 	 
	
              If
                to Party B:

            	
              Beijing
                Xin Ao Concrete Co., Ltd.

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

            


    

     

    
      	11.	
              Assigns

            


    

     

    Party
      B
      may not assign its rights and obligations under this Agreement to any third
      parties without the prior written consent of Party A.

     

    
      	12.	
              Severability

            


    

     

    If
      any
      provision contained in this Agreement is held invalid or unenforceable under
      applicable, such provision shall be invalid or unenforceable as to such
      jurisdiction and the remaining provisions hereof shall not be in any way
      impaired.

     

    
      	13.	
              Amendment
                and Supplement

            


    

     

    Any
      amendment and supplement of this Agreement shall be effective only if it is
      made
      in writing and signed by the parties hereto. The amendment and supplement duly
      executed by the parties shall be part of this Agreement and shall have the
      same
      legal effect as this Agreement.

     

    
      	14.	
              Governing
                Law

            


    

     

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

     

    
      	15.	
              Miscellaneous

            


    

     

    This
      Agreement is executed in English.


     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      
        

      

    

    


    Exclusive
      Technical Consulting and Services Agreement

    


    [No
      text
      on this page]

     

    
      	
              By:

            	
               

            


    

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

    


    Representative:
      Weili He


     

    
      	
              By:

            	
               

            


    

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

    


    Representative:
      Xianfu Han

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Appendix
      1: The list of Technical Consulting and services

     

    Party
      A
      shall provide Party B with the following technical consulting and
      services:

     

    
      	
              1.

            	
              New
                Material Ingredient Formula

            


    

    


    
      	
              2.

            	
              New
                Material Related Computer Software

            


    

    


    
      	
              3.

            	
              Production
                and Management

            


    

    


    
      	
              4.

            	
              Technical
                Consulting and Guidance

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        

      

    

     

    Appendix
      2: Calculation and Payment of the Fee for Consulting and
      Services

     

    Party
      B
      shall pay a consulting service fee in amount of its net profit after tax per
      year to Party A. However, Party A has the right, from time to time, to adjust
      the consulting service fee according to the quantity of the consulting service
      provided to Party B.