Exhibit 10.1

Financial Advisory Agreement


                          FINANCIAL ADVISORY AGREEMENT

     THIS FINANCIAL ADVISORY AGREEMENT ("Agreement") is made and entered into on
this the 17th day of November, 2004, by and between HFG INTERNATIONAL,  LIMITED,
a Hong Kong corporation  ("HFG"), and China Tailong Holdings Co., Ltd, a company
organized under the laws of The People's Republic of China (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to engage HFG to provide  certain  financial
advisory and consulting services as specifically  enumerated below commencing as
of the date hereof, and HFG is willing to be so engaged;

     NOW, THEREFORE,  for and in consideration of the covenants set forth herein
and the mutual benefits to be gained by the parties  hereto,  and other good and
valuable  consideration,  the receipt and  adequacy of which are now and forever
acknowledged  and  confessed,  the parties  hereto hereby agree and intend to be
legally bound as follows:

1.  Retention.  As of the date hereof,  HFG hereby  agrees to be retained by the
Company as its exclusive  financial  advisor for the  transactions  contemplated
herein. In its capacity as a financial advisor to the Company, HFG will:

A. Restructuring and Going Public Transaction.
(i) consult on the development and  implementation of a restructuring  plan (the
"Restructuring")  resulting in an  organizational  structure that will allow the
Company to complete the Going Public Transaction, as hereinafter defined; and
(ii)  be  required  to  provide  the  Company  with  access  to a  public  shell
corporation  (the "Public  Company")  that is domiciled in the United  States of
America,  obligated  to file  periodic  reports  with  the U.S.  Securities  and
Exchange Commission and whose shares are quoted on the Over-the-Counter Bulletin
Board exchange with which it can consummate a merger or exchange  transaction (a
"Going Public Transaction") resulting in the current stockholders of the Company
acquiring  control  of  90%  (the  "Control   Percentage")  of  the  issued  and
outstanding  common stock of the Public Company  following  consummation  of the
Going Public Transaction, leaving 10% of the issued and outstanding common stock
of the Public Company to be held by persons other than the current  stockholders
of the Company.  The Company  acknowledges that the Control  Percentage shall be
subject to a  proportionate  adjustment in the event the Company does not report
net income of at least $3.7 million (the `Net Income  Threshold") in its audited
financial  statements  for fiscal 2004.  The  proportionate  adjustment  will be
calculated by multiplying  the percentage by which the company misses its number
(the  "Shortfall  Percentage")  by 10%. So for example if the  company's  actual
fiscal 2005 net income is $2.96 million.  It means that it missed its Net Income
threshold by 20%, therefore the total  proportionate  adjustment of 12% would go
to persons other than the current  stockholders of the Company.  This adjustment
must be executed within 30 of the date when fiscal 2005 numbers are reported.


<PAGE>

B. Post Transaction Period

Upon consummation of the Going Public Transaction, HFG agrees to:

(i)  coordinate and supervise a training program for the purpose of facilitating
     new  management's  operation  of the Public  Company,  which shall  include
     instruction on (a) basic knowledge of U.S. capital  markets;  (b) corporate
     governance; (c) risk management associated with operating a public company;
     and (d) US GAAP compliance and internal controls and procedures;
(ii) assist in  developing  and  implementing  the  Public  Company's  financial
     relations  program,  which  shall  include (a)  establishing  a program for
     communicating with brokerage  professionals,  investment bankers and market
     makers;   (b)  creating  a  complete  investor  relations  strategy  to  be
     implemented  in English and Chinese;  and (c) assisting in the  preparation
     and dissemination of press releases;
(iii)at  the  appropriate   time,   provide   assistance  and  guidance  in  the
     preparation  and assembly of  application  materials for the listing of the
     Public  Company's  common stock on a national  exchange or quotation medium
     that may include the American Stock Exchange or the NASDAQ Stock Market;
(iv) to assist the  Company and or the Public  Company in any future  efforts to
     raise additional capital,  with the specific terms of such assistance to be
     identified in a definitive agreement prior to HFG undertaking any action in
     connection with a capital raising effort; and
(v)  provide the Public Company with such additional financial advisory services
     as may be agreed upon by the parties,  to the extent HFG has the  expertise
     or legal right to render such services.

2.  Authorization.  Subject to the terms and conditions of this  Agreement,  the
Company  hereby  appoints  HFG to act on a best efforts  basis as its  exclusive
consultant during the Authorization Period (as hereinafter defined).
     In addition,  except in the event of an act constituting either (a) willful
intent to  undermine  the  success  of the  Restructuring  or the  Going  Public
Transaction or (b) gross  negligence on the part of HFG, the Company agrees that
it will not hold  HFG  liable  or  responsible  in the  event  that  either  the
Restructuring or the Going Public Transaction is not consummated.

3. Authorization  Period.  HFG's engagement  hereunder shall become effective on
the date hereof (the  "Effective  Date") and will  automatically  terminate (the
"Termination Date"), except as otherwise provided for in Section 4 below, on the
first  to  occur  of the  following:  (a)  the  Company's  breach  of one of the
covenants set forth in Section 4 hereof,  (b) immediately upon the determination
that the either the  Restructuring  or the Going Public  Transaction  can not be
consummated  because of a due diligence issue regarding the Company,  including,
but not  limited  to,  the  Company's  inability  to provide  audited  financial
statements  in  accordance  with  U.S.  GAAP,  that  can  not  be  cured  to the
satisfaction  of  HFG or (c)  the  earlier  of the  date  the  Public  Company's
securities are listed on either the AMEX or NASDAQ or 12 months from the closing
date of the Going Public Transaction.  This Agreement may be extended beyond the
Termination Date if both parties mutually agree in writing.

4. Professionals and Fees. It is expressly  acknowledged by the Company that HFG
shall not render legal or accounting  advice in connection  with the services to
be provided herein, and that it shall be the sole  responsibility of the Company


<PAGE>

to (a) solicit  appropriate  legal and  accounting  professionals  to effect the
transactions  contemplated  herein and (b) pay all related legal and  accounting
fees  incurred  by  either  the  Company  or  the  post-  Restructuring   entity
attributable to both the  Restructuring  and the Going Public  Transaction.  HFG
shall not be  responsible  for the  payment  of any  professional  or other fees
incurred  by the  Public  Company  following  the  closing  of the Going  Public
Transaction.  HFG shall  introduce  the Company to audit firms and legal counsel
who are  capable  of  assisting  the  Company  in  completing  the Going  Public
Transaction.

For its  services  to be  performed  hereunder,  HFG  shall be  entitled  to fee
compensation  of 450,000  U.S.  (the  "Fee") to be paid in  accordance  with the
provisions of this Section 4. Within 5 days of the  execution of this  Agreement
the Company  shall pay to HFG the amount of $100,000  U.S.  Upon  closing of the
Going Public  transaction the Company shall pay to HFG the amount of $350,000 in
satisfaction of the balance of the Fee.

     The  Company  also  agrees  to  reimburse  HFG  for all  the  domestic  and
international travel and accommodation expenses incurred during the term of this
Agreement.  HFG will  claim  all the  reasonable  expenses  with  attachment  of
supporting  legal  documents.  The amount of the  expense  will not be more than
20,000 USD and HFG shall  burden the  additional  expense  other than  20,000USD
itself.

5. Representations and Covenants.  The Company and HFG represent and covenant as
follows:

          (a) The Company shall make available to HFG and/or shall agree to have
     professionally   prepared  all  financial   statements,   legal  documents,
     projections,  appraisals, performance summaries and other information which
     in HFG's  reasonable  judgment  shall be necessary or  appropriate  for the
     respective Transactions contemplated hereby;
          (b) The  Company  represents,  warrants  and  agrees  that,  except as
     required by law or legal  process it will keep  confidential,  and will not
     disclose to any third  party  (other  than the  Company's  representatives,
     attorneys,  accountants  and  advisors),  (i) the  amount  of any  fees and
     expenses  contemplated by the Agreement and (ii) the advice rendered by HFG
     whether formal or informal;
          (c)  The  Company  hereby  grants  to  HFG,  during  the  term of this
     Agreement  and for a period  of 24  months  thereafter,  the right of first
     refusal to complete any financing  transaction  on behalf of the Company or
     the Public  Company that may be  undertaken  by any third party  pursuant a
     written  term sheet  delivered  by said third  party to the  Company or the
     Public Company. In the event that such a financing opportunity is presented
     to HFG, HFG shall have 10 days to advise the Company or the Public  Company
     of its desire to  undertake  the  financing  and the time  specified in the
     actual term sheet to complete same; and

6. Indemnification. The parties hereto mutually agree to indemnify each other to
the extent provided for in this paragraph. In the absence of gross negligence or
willful misconduct on the part of a party to this Agreement, neither party shall
be liable to the other, or to their respective officers,  directors,  employees,
shareholders  or creditors,  for any act or omission in the course of satisfying
or in connection with the performance of their respective obligations under this
Agreement.  In those cases  where  gross  negligence  or willful  misconduct  is
alleged and proven,  the parties agree to defend,  indemnify and hold each other


<PAGE>

harmless from and against any and all reasonable costs, expenses and liabilities
(including,  but not  limited  to,  attorneys'  fees paid in the  defense of the
interests of the party seeking indemnification) which may in any way result from
the  acts  or  actions  performed  by  the  parties  in  satisfaction  of  their
obligations under this Agreement.

7. Governing  Law. This  Agreement  shall be governed by the laws of the Peoples
Republic of China and any  dispute  arising  hereunder  shall be  submitted  for
binding arbitration to the China Foreign Trade Commission Arbitration Committee.

     It is understood  that this Agreement will be prepared and executed in both
the English and Chinese languages,  with both versions having legal efficacy. If
a dispute  arises as to the  interpretation  of a  particular  provision of this
Agreement because of differences between the Chinese and English languages,  the
dispute  shall be resolved in  accordance  with the  provisions of the preceding
paragraph of this Section 7.



     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                                HFG:

                                                HFG International, Limited



                                                 By: /s/ Timothy P. Halter
                                                 -------------------------------
                                                 Timothy P. Halter,
                                                 Its:President

                                                 The Company:

                                                 China TaiLong Holdings Co., Ltd



                                                 By: /s/Chang Yu
                                                 -------------------------------
                                                 Chang Yu
                                                 Its:President


<PAGE>

                             Financial Advisory Agreement

     WHEREAS,  this Agreement is  supplemental  to an agreement  dated 17th Nov,
2004 between HFG INTERNATIONAL,  LIMITED, a Hong Kong corporation  ("HFG"),  and
China  Tailong  Holdings  Co.,  Ltd, a company  organized  under the laws of The
People's Republic of China (the "Company") to the Agreement ("FAA").

     "The  $100,000  payment  shall be  returned to the Company in the event the
audit  firm  that is  engaged  by the  Company  determines  that  the  Company's
financial  statements  can not be  audited  in  conformity  with  U.S.  GAAP for
purposes of completing the Going Public Transaction.

     But if it is  determined  that such  audited  financial  statements  can be
prepared or are prepared but the Company elects not to go forward with the Going
Public Transaction, the $ 100,000 shall not be refundable to the Company.

     This supplemental  agreement and Financial Advisory Agreement have the same
legal efficacy.





                                                 HFG:

                                                 HFG International, Limited



                                                 By: /s/ Timothy P. Halter
                                                 -------------------------------
                                                 Timothy P. Halter,
                                                 Its:President
                                                 The Company:

                                                 China TaiLong Holdings Co., Ltd



                                                 By: /s/ Chang Yu
                                                 -------------------------------
                                                 Name: Chang Yu
                                                 Its: President




<PAGE>

                               FIRST AMENDMENT TO
                          FINANCIAL ADVISORY AGREEMENT

     THIS FIRST AMENDMENT TO FINANCIAL ADVISORY AGREEMENT  ("Agreement") is made
and  entered  into on this the 23rd day of  December,  2004,  by and between HFG
INTERNATIONAL,  LIMITED,  a Hong Kong  corporation  ("HFG"),  and China  Tailong
Holdings Co., Ltd., a company  organized under the laws of The People's Republic
of China (the "Company").

                              W I T N E S S E T H:

     WHEREAS, the parties entered into that certain Financial Advisory Agreement
(the  "FAA")  on or about  November  17,  2004 and that  certain  Supplement  to
Financial Advisory Agreement (the "Supplement") also on November 17, 2004;

     WHEREAS,  the parties desire to amend and restate certain provisions of the
FAA as set forth below;

     WHEREAS,  unless otherwise modified hereby, all terms and conditions of the
FAA and the Supplement shall remain in full force and effect; and

     WHEREAS,  all defined terms used herein shall have the meaning set forth in
either the FAA or the Supplement unless otherwise defined herein.

     NOW, THEREFORE,  for and in consideration of the covenants set forth herein
and the mutual benefits to be gained by the parties  hereto,  and other good and
valuable  consideration,  the receipt and  adequacy of which are now and forever
acknowledged  and  confessed,  the parties  hereto hereby agree and intend to be
legally  bound as follows:

     1. First Amendment and  Restatement.  (a) Paragraph A.(ii) of Section 1. of
the FAA is herby amended and restated in its entirety as follows:

     "be  required  to  provide  the  Company  with  access  to a  public  shell
corporation  (the "Public  Company")  that is domiciled in the United  States of
America,  obligated  to file  periodic  reports  with  the U.S.  Securities  and
Exchange Commission and whose shares are quoted on the Over-the-Counter Bulletin
Board exchange with which it can consummate a merger or exchange  transaction (a
"Going Public Transaction") resulting in the current stockholders of the Company
acquiring  control  of  90%  (the  "Control   Percentage")  of  the  issued  and
outstanding  common stock of the Public Company  following  consummation  of the
Going Public Transaction, leaving 10% of the issued and outstanding common stock
of the Public Company to be held by persons other than the current  stockholders
of the Company.  The Company  acknowledges that the Control  Percentage shall be
subject to a  proportionate  adjustment in the event the Company does not report
net income of at least $3.33 million (the `Net Income Threshold") in its audited
financial  statements  for fiscal 2004.  The  proportionate  adjustment  will be
calculated by multiplying  the percentage by which the Company misses its number
(the  "Shortfall  Percentage")  by 10%. So for example if the  Company's  actual
fiscal 2004 net income is $2.66 million.  It means that it missed its Net Income
threshold by 20%, therefore the total  proportionate  adjustment of 12% would go
to persons other than the current  stockholders of the Company.  This adjustment
must be executed within 30 of the date when fiscal 2004 numbers are reported."



<PAGE>

     2. Second  Amendment and  Restatement.  The second  paragraph of Section 4.
Professionals  and  Fees.  of the FAA is  hereby  amended  and  restated  in its
entirety as follows:

"For its  services  to be  performed  hereunder,  HFG shall be  entitled  to fee
compensation  of $640,000  U.S.  (the "Fee") to be paid in  accordance  with the
provisions of this Section 4. Within 5 days of the execution of this  Agreement,
the Company shall pay to HFG the amount of $100,000 U.S. Upon the closing of the
Going Public  Transaction,  the Company  shall pay to HFG the amount of $540,000
U.S. in satisfaction of the balance of the Fee."

     3.  Governing  Law.  This  Agreement  shall be  governed by the laws of the
Peoples  Republic of China and any dispute arising  hereunder shall be submitted
for  binding  arbitration  to  the  Chinese  International  Economic  and  Trade
Arbitration Commission.

     It is understood  that this Agreement will be prepared and executed in both
the English and Chinese languages,  with both versions having legal efficacy. If
a dispute  arises as to the  interpretation  of a  particular  provision of this
Agreement because of differences between the Chinese and English languages,  the
dispute  shall be resolved in  accordance  with the  provisions of the preceding
paragraph of this Section 3.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

                                                HFG:

                                                HFG International, Limited


                                                By: Timothy P. Halter
                                                --------------------------------
                                                Timothy P. Halter, President

                                                Company:

                                                China Tailong Holdings Co., Ltd.


                                                By: /s/Chang Yu
                                                --------------------------------
                                                Name: Chang Yu