Exhibit
      10.21

     

    SUTOR
      STEEL TECHNOLOGY CO., LTD. 

     

    No
      8,
      Huaye Road, Dongbang Industrial Park 

    Changshu,
      People’s Republic of China, 215534

    (86)
      512-52686688

    


     

    July
      10,
      2007

     

    By
      Hand Delivery

    


    Liuhua
      Guo

    


    Dear
      Mr.
      Guo:

     

    The
      purpose of this letter agreement (the “Agreement”) is to confirm your employment
      arrangement with SUTOR
      STEEL TECHNOLOGY CO., LTD. (the
      “Company”), on the following terms and conditions:

     

    1.  Duties.
      You
      will be employed as the Chief Executive Officer, subject to the supervision
      of
      the board of directors. Your duties will include,
      but
      not
      be limited to, developing and implementing the overall strategic direction
      of
      the Company and implementing the Company’s business plan as the most senior
      executive officer of the Company. You shall devote your entire business time,
      energies, attention and abilities to the business of Company unless otherwise
      authorized by the board of directors. During your employment by Company, you
      shall not engage in any activity or have any business interest which in any
      manner interferes with the proper performance of your duties, conflicts with
      the
      interest of Company or brings into disrepute the business reputation of
      Company.

     

    2.  Salary.
      Your
      salary will be $100,000 per year, to be paid in monthly installments or
      otherwise in accordance with Company’s normal payroll practices.

     

    3.  Bonus.
      You
      shall be eligible for a bonus, which will be payable in the sole discretion
      of
      Company based upon your performance and the Company’s performance during any
      year of your employment with the Company.

     

    4.  Term
      of Employment.
      You
      will be an employee-at-will. This means that either you or Company may end
      your
      employment at any time, with or without cause, and with or without
      notice.

     

    5.  Vacation.
      You
      shall be entitled to 24 paid vacation days. You may not take more than 35
      vacation days consecutively. Vacation days will not be carried over to future
      years of employment.

     

    6.  Incentive
      and Other Plans.
      You
      will be entitled to participate in such pension, major medical, life insurance
      and other plans and benefit programs as may be made available from time to
      time
      to employees of Company having responsibilities comparable to yours and under
      the terms of which you are eligible to participate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Company
      Policies.
      You
      shall at all times be subject to and comply with policies, rules and procedures
      of Company then in effect, including without limitation with respect to hours
      of
      work, holidays, vacation and sick leave and pay, conflict of interest, improper
      payments, political contributions and payments to government
      officials.

     

    8.  Patents.
      You
      hereby assign to Company all rights to any inventions, techniques, processes,
      concepts, ideas, programs, source codes, formulae, research and development
      and
      marketing plans, whether or not patentable or copyrightable, made, conceived
      or
      reduced to practice by you during the course of your employment by
      Company.

     

    9.  Covenants.
      During
      your employment by Company and at all times thereafter, you shall not (a)
      disrupt, disparage, impair or interfere with the business of Company or (b)
      disclose to anyone else, directly or indirectly, any proprietary or business
      sensitive information concerning the business of Company or use, or permit
      or
      assist, by acquiescence or otherwise, anyone else to use, directly or
      indirectly, any such information. Such information shall include all information
      to the extent not generally known to the public which, if released to
      unauthorized persons, could be detrimental to the reputation or business
      interests of Company or parties with which Company contracts or which would
      permit such person to benefit improperly.

     

    10.  Company
      Property.
      Upon
      termination of your employment for any reason, you shall promptly deliver to
      Company all property belonging to Company and shall not retain any copies of
      any
      correspondence, reports, lists or other documents relating in any way to the
      affairs of Company or its clients.

     

    11.  Non-Solicitation.
      During
      the term of your employment by Company and for a period of twelve months
      following the termination of your employment, whether voluntary or involuntary,
      you shall not, directly or indirectly:

     

    (a)  solicit
      customers or business patronage which results in competition with the business
      of Company or any of its affiliates, or

     

    (b)  approach
      or attempt to induce any person who is then in the employ of Company to leave
      the employ of Company or employ or attempt to employ any person who was in
      the
      employ of Company at any time during the prior twelve months.

     

    12.  Non-Competition.
      In
      addition to, and not in lieu of, any other agreement(s) not to compete with,
      solicit employees or customers of, or solicit others having a relationship
      with,
      the Company, you agree that during the term of your employment by Company and
      for one (1) year after the termination of your employment with the Company
      (the
“Non-Competition Period”), you shall not, directly or indirectly, engage in, or
      have any ownership interest in, any person, firm, corporation, undertaking
      or
      business (whether as an executive, officer, director, employee, agent, security
      holder, consultant, investor or similar position) that engages in business
      of
      developing, manufacturing and selling steel finishing fabrication products
      within 500 kilometers of the Company’s primary operations in China (“Competitive
      Business”).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the above, you may own, as an investor, holdings as part of a portfolio
      investment through mutual funds or other funds pooling investments in different
      corporations (the stock of which is publicly traded) some of which may be
      engaging in a Competitive Business, in each case when any and all the investment
      and voting decisions with respect to such voting stock are made by an
      unaffiliated third party fund manager. You may also serve as a shareholder,
      director, employee or officer of any entity that is not engaged in a Competitive
      Business.

     

    13.  Notices.All
      notices hereunder shall be to the parties’ addresses set forth above for the
      Company and on the Signature Page for you, in writing and given by registered
      or
      certified mail, return receipt requested, postage and registration fees prepaid,
      and shall be deemed given when so mailed. The addresses set forth herein may
      be
      changed by notice given in the manner set forth in this Section.

     

    14.  Miscellaneous.
      This
      Agreement (a) shall be governed by, and construed in accordance with, the laws
      of the British Virgin Islands, without regard for the conflict of laws
      principles thereof, (b) shall inure to the benefit of, and shall be binding
      upon, the parties hereto and their respective heirs, legal representatives
      and
      assigns, (c) may not be changed orally but only by an agreement in writing
      signed by the party against whom any waiver, change, amendment, notification
      or
      discharge is sought, and (d) contains the entire agreement between the parties
      hereto with respect to the subject matter hereof and supersedes all prior
      agreements, oral or written, between the parties hereto. The invalidity of
      all
      or any part of any section of this Agreement shall not render invalid the
      remainder of this Agreement. If any provision of this Agreement is so broad
      as
      to be unenforceable, such provision shall be interpreted to be only so broad
      as
      is enforceable.

     

    Very
      truly yours,

     

    SUTOR
      STEEL TECHNOLOGY CO., LTD. 

    By:/s/
      Lifang
      Chen                            


    Name:
      Lifang Chen

    Title:
      Chairman

    


    ACCEPTED
      AND AGREED TO 

    AS
      OF THE
      DATE FIRST ABOVE

    WRITTEN:

    


    /s/
      Liuhua Guo 

    Liuhua
      Guo

    


    Address:
      

    


    c/o
      Sutor
      Steel Technology Co., Ltd.

    No
      8,
      Huaye Road 

    Dongbang
      Industrial Park 

    Changshu,
      China, 215534

    


    
      
        
        

      

      
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