Investment
      Trust Agreement 

     

    The
      Agreement is made and entered into on October 28, 2006 in Xi’an, the PRC by and
      between

     

    
      	
              Trustor: 

            	
               

            	
              Xi’an
                Amorphous Alloy Science & Technology Co., Ltd.
                

            
	
               

            	
               

            	
              Address:
                6F, Yasen Industrial Center Building, No. 15 Gaoxin 6th
                Road,
                

            
	
               

            	
               

            	
              Hi-tech
                Zone, Xi’an 

            
	
               

            	
               

            	
              Legal
                representative: Song Yongxing 

            
	
               

            	
               

            	
               

            
	
              Trustees:
                

            	
              1.
                

            	
              Song
                Yongxing 

            
	
               

            	
               

            	
              ID
                No.:

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              2.

            	
              Mao
                Junming 

            
	
               

            	
               

            	
              ID
                No.:

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              3.
                

            	
              Xu
                Zewei 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              4.

            	
              Dai
                Tao 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              5.
                

            	
              Wang
                Yuefeng 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              6.

            	
              Lin
                Yuan 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              7.

            	
              Zhang
                Wei 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              8.

            	
              Feng
                Yarong 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              9.
                

            	
              Shi
                Sujun 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            
	
               

            	
               

            	
               

            
	
               

            	
              10.
                

            	
              Yu
                Xinzheng 

            
	
               

            	
               

            	
              ID
                No.: 

            
	
               

            	
               

            	
              Domicile:
                

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    WHEREAS:

     

    1.
      The
      Trustor is a joint stock limited company incorporated and legally existing
      in
      accordance with the laws of China, registered in Shaanxi Xi’an Administration
      for Industry and Commerce, No. 6101012110931; 

     

    2.
      The
      Trustees are citizens of the People’s Republic of China and natural person
      shareholders of the Trustor, and Song Yongxing is the legal representative
      of
      the Trustor.. 

     

    3.
      Xi’an
      Amorphous Alloy Zhongxi Transformer Co., Ltd. (hereinafter referred to as
“AAZX”) is a limited liability company established by the Trustees with the
      authorization of the Trustor on June 29, 2004 and registered in Shaanxi Xi’an
      Administration for Industry and Commerce; the Trustees hold the shareholdings
      of
      AAZX and are registered as the shareholder on behalf of the Trustor. AAZX owns
      RMB32 million as registered capital, among which the Trustees contributed
      totally RMB30 million, holding 93.75% of the total shares of AAZX, and Xi'an
      Zhongxi Zengliu Dianlu Transformer Factory, Ltd. contributed RMB2 million.
      

     

    4.
      The
      Parties agree to make a formal trust investment agreement to specify the trust
      relationship between the Parties and to realize Trustor’s aim of oversea
      financing. 

     

    It
      is
      hereby agreed as follows through friendly negotiation concerning the matters
      as
      mentioned in the WHEREAS: 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Article
      1 Investment Trust and Escrow

     

    1.1
      The
      Parties confirm that thirty million yuan (RMB30 million) of investment by the
      Trustees in AAZX shall be the investment entrusted by the Trustor, who shall
      be
      the actual owner of 93.75% of the shareholdings of AAZX(hereinafter referred
      to
      as the “Warehoused Shareholding”) which is registered under the names of the
      Trustees, and the Trustees are entrusted shareholders. 

     

    1.2
      All
      of the investment contributed by the Trustees with entrustment of theTrustor
      shall include investment of money with amount to seven million and eight hundred
      and sixty thousand yuan (RMB7,860,000), workshop, namely, workshop 1F and office
      building 4F of No. 1, Yasen Industrial Center Building, No. 15 Gaoxin 6th Road,
      Hi-tech Zone, Xi’an, with amount to fourteen million two hundred thousand yuan
      (RMB14,200,000), and equipment with amount to seven million nine hundred and
      forty thousand yuan (RMB7,940,000), seeing Annex 1, the List of Material
      Investment, and Annex 2, the List of Asset Handover. 

     

    1.3
      Assets comtributed by the Trustees with entrustment have been verified by Shanxi
      Zhongqing Certified Public Accountants, which issued the capital verification
      report, No. Shan Zhong Qing Yan Zi(2004)1112. The assets contributed with
      entrustment and the proportion of shareholdings are as follows: 

     

    
      
        	
                Serial No.  

              	 	
                Name of Agent  

              	 	
                Amount of Capital 

                Contribution(RMB)  

              	 	
                Form of Capital 

                Contribution  

              	 	
                Proportion 

                of 

                Shareholding  

              	 
	
                1

              	 	 	
                Song Yongxing 

              	 	 	
                3,000,000

              	 	 	
                Currency

              	 	 	
                43.75

              	
                %

              
	
                 
                   

              	 	 	
              	 	 	
                11,000,000

              	 	 	
                Material
                  Objects (real estate)

              	
                 

              	 	
              	 
	
                2

              	 	 	
                Mao
                  Junming

              	 	 	
                2,100,000

              	 	 	
                Material
                  Objects (equipment)

              	
                  

              	 	
                6.56

              	
                %

              
	
                3

              	 	 	
                Xu
                  Zewei

              	 	 	
                2,000,000

              	 	 	
                Material
                  Objects (equipment)

              	
                 

              	 	
                6.25

              	
                %

              
	
                4

              	 	 	
                Wang
                  Yuefeng 

              	 	 	
                1,920,000

              	 	 	
                Material
                  Objects (equipment)

              	
                 

              	 	
                6

              	
                %

              
	
                5

              	 	 	
                Dai
                  Tao

              	 	 	
                1,920,000

              	 	 	
                Material
                  Objects (equipment)

              	
                 

              	 	
                6

              	
                %

              
	
                6

              	 	 	
                Lin
                  Yuan

              	 	 	
                1,660,000

              	 	 	
                Currency

              	 	 	
                5.19

              	
                %

              
	
                7

              	 	 	
                Zhang
                  Wei

              	 	 	
                1,600,000

              	 	 	
                Currency

              	 	 	
                5

              	
                %

              
	
                8

              	 	 	
                Feng
                  Yarong 

              	 	 	
                1,600,000

              	 	 	
                Currency

              	 	 	
                5

              	
                %

              
	
                9

              	 	 	
                Shi
                  Sujun

              	 	 	
                1,600,000

              	 	 	
                Material
                  Objects (real estate)

              	
                 

              	 	
                5

              	
                %

              
	
                10

              	 	 	
                Yu
                  Xinzheng 

              	 	 	
                1,600,000

              	 	 	
                Material
                  Objects (real estate)

              	
                 

              	 	
                5

              	
                %

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    1.4
      The
      Trustor shall have the right to terminate the trust at any time with a notice
      to
      the Trustees. The Trustees shall, within the period given by the Trustor after
      receipt the notice from the Trustor, make the Warehoused Shareholding registered
      under the name of the Trustor or a third party appointed by the Trustor in
      accordance with the method determined by the Trustor, including but not limited
      to, gratuitous donations, consideration of RMB1, or gratuitous transfer.


     

    1-5
      The
      Trustees shall be willing to accept the said trust of the Trustor, to make
      capital contributions and hold the shares on behalf of the Trustor and to
      exercise relevant shareholders’ rights subject to the Trustor’s instructions.
      The Trustees shall agree to all arrangements under the Agreement. 

    


    Article
      2 Scope of Authority 

     

    The
      rights to be exercises by the Trustees with the trust of the Trustor shall
      include: 

     

    2.1
      The
      Trustees shall register as the shareholders of AAZX, sign their names in the
      shareholder book of AAZX and exercise the voting right as AAZX’s shareholders
      subject to the instructions of the Trustor; 

     

    2.2
      One
      or several persons of the Trustees shall act as the director of AAZX, be elected
      as the legal representative and exercise the voting right as the legal
      representative and the director of AAZX; 

     

    2.3
      The
      Trustees shall make resolutions concerning recombination and listing of the
      assets, shareholdings, rights and interestsof the Trustor and AAZX as the
      shareholders of AAZX pursuant to relevant decisions of the Trustor, and execute
      the agreements and legal documents concerning AAZX oversea financing and listing
      as the legal representative or the authorized representative; 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    2-4
      The
      Trustees shall, for interests of the Trustor, exercise other rights of the
      shareholders conferred by the Corporation Law and the Articles of Association
      of
      AAZX. 

    


    Article
      3 Term of Investment Trust

     

    The
      term
      of trust investment shall be effective from the day of execution and
      effectiveness of the Agreement to

     

    1)
      the
      termination of AAXZ; or 

    2)
      the
      day of termination of the Agreement negotiated by and between the Parties;
      or


    3)
      the
      day of rescission of the Agreement notified in writing by the Trustor.


     

    If
      the
      Trustor notifies one or several persons of the Trustees in writing of rescission
      of the entrustment relationship, the Agreement shall remain in full force upon
      the other Trustees who are not notified. 

    


    Article
      4 Rights and Obligations of the Trustor 

     

    The
      rights and obligations of the Trustor within the term of trust investment shall
      include: 

     

    4.1
      As an
      actual investor and owner of the assets of investment entrusted, the Trustor
      shall enjoy the actual and final right to own, dispose (including but not
      limited to, assignment, donation or pledge etc.), and gain benefits from the
      Warehoused Shareholding. The Trustor shall enjoy the actual shareholders’ rights
      and assume corresponding obligations. The decisions upon operation and
      management made by theTrustees shall meet the interests of the Trustor;


     

    4.2
      The
      Trustor shall enjoy the right to, at its own discretion, give instructions
      to
      the Trustees at any time concerning entrustment of the Trustees’ exercise of the
      rights as described in Article 2 hereof, and the Trustees shall carry out the
      instructions unconditionally; 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    4.3
      The
      Trustor shall enjoy the right to, at its own discretion, know the operation
      of
      AAZX and make decisions upon the Trustees at any time, and the Trustees shall
      carry out the decisions unconditionally; 

     

    4.4
      The
      Trustor shall enjoy the right to, at its own discretion, at any time rescind
      the
      trust to the Trustees and require the Trustees to make the Warehoused
      Shareholding registered under the name of the Trustor or a third party appointed
      by the Trustor subject to the method determined by the Trustor, including but
      not limited to, gratuitous donations, consideration of RMB1, or gratuitous
      transfer. In case of necessary execution of relevant legal documents and
      completion of corresponding legal procedures then, the Trustees shall consent
      and undertake unconditionally; 

     

    4.5
      The
      Trustor shall enjoy the right to, pursuant to the Agreement, supervise and
      correct improper acts of the Trustees and require the Trustees to compensate
      for
      losses due to such acts; 

     

    4.6
      The
      Trustor may authorize the Trustees to entrust a third party to be in charge
      of
      operation and management of the Company; 

     

    4.7
      Instructions given by the Trustor to the Trustees shall not impair the
      legitimate individual rights of the Trustees, nor conflict with the laws and
      regulations of China. 

     

    Article
      5 Rights and Obligations of the Trustees 

     

    The
      rights and obligations of the Trustees within the term of trust investment
      shall
      include: 

     

    5.1
      The
      Trustees shall make investment in AAZX in their own names with entrustment
      of
      the Trustor and act as the dummy shareholders of AAZX; 

     

    5.2
      The
      Trustees shall operate AAZX in good faith for the interest of the Trustor;
      

     

    5.3
      The
      Trustees shall have the right to, at the Trustor’s instruction, exercise the
      rights hereunder as the dummy shareholders; however, the Trustees shall not
      seek
      for any private interests for themselves in the name of dummy shareholders,
      nor
      cause any adverse impacts on the Trustor or AAZX; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    5.4
      If
      the Trustor requires the Trustees to sub-entrust a third party to operate and
      manage AAZX, the Trustees shall, at the Trustor’s requirements, make relevant
      resolutions at the board meetings and the Shareholders’ meetings and execute
      relevant contracts; 

     

    5.5
      The
      Trustees shall, at any time at the Trustors’ instructions, transfer the
      Warehoused Shareholding to the Trustor or any third party appointed by the
      Trustor pursuant to Article 4.4 hereof, and cooperate unconditionally with
      the
      Trustor or the third party in completing relevant legal procedures;


     

    5.6
      If,
      during performance of the Agreement, one or several persons of the Trustees
      resign from the Company, they shall disqualify for Trustees automatically,
      and
      the Trustor shall entrust others as substitute for trustee; however, the former
      trustee shall perform his rights and obligations until the new trustee is
      nominated; 

     

    5.7
      The
      Trustees shall have the right to refuse the issues which are violated Article
      4.7 hereof. 

    


    Article
      6 Effectiveness 

     

    6.1
      The
      Agreement shall become effective as of the day when the legal representative
      or
      authorized representative of the Trustor signs and stamps the common seal on
      and
      all the Trustees sign the Agreement. 

     

    6.2
      In
      the case where the Agreement becomes null and invalid due to amendment to the
      laws, regulations and policies of the People’s Republic of China, government
      regulation or others, neither party shall compensate each other; however, the
      Parties shall take corresponding measures to avoid or minimize losses
      immediately subject to the solutions of Trustor. 

    


    Article
      7 Confidentiality 

     

    7.1
      The
      Parties agree and shall urge the persons who know about the trust investment
      to
      assume strict confidentiality liabilities concerning all terms of the Agreement
      and all items with respect to the Warehoused Shareholding and not to disclose
      to
      any third party except with express provisions of laws, requirements of judicial
      institutions or relevant governmental authorities or the consent of the Parties;
      otherwise, corresponding legal liabilities shall be held. 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    7.2
      The
      confidentiality obligation shall be permanent and survive the termination of
      the
      Agreement. 

    


    Article
      8 Liability for Breach of Agreement 

     

    After
      effectiveness of the Agreement, the acts of either party against the provisions
      herein shall constitute a breach of the Agreement, and the breaching party
      shall
      compensate the losses to the non-breaching caused thereof. 

    


    Article
      9 Settlement of Dispute 

     

    Any
      and
      all disputes arising from the Agreement shall be settled through amicable
      negotiation. Where negotiation fails, either party may have the right to bring
      a
      lawsuit with the People’s Court with legal jurisdiction. 

    


    Article
      10 Severability 

     

    10.1
      If
      any provision of the Agreement becomes null and invalid or unenforceable in
      accordance with relevant laws and regulations, such provision shall be null
      and
      invalid merely, and the remainder of the Agreement shall still be in full force
      and binding upon the Parties. 

     

    10.2
      In
      case of circumstances as mentioned in Article 10.1, the Parties shall make
      a
      supplementary provisions as soon as possible through friendly negotiation to
      substitute for the null and invalid provision. 

    


    Article
      11 Non-waiver 

     

    11.1
      Either party’s non-performance or delay of performance of certain right as
      provided herein shall not constitute the party’s waiver of such right.


     

    11.2
      Either party’s failure to require the other party to perform its obligations
      hereunder shall not be deemed as the party’s waiver of further requirement.


     

    11.3
      Exemption of either party in breach of any of the terms of the Agreement from
      liability by the other party shall not be deemed as further exemption from
      liabilities from breach of the said term or other terms hereof.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Article
      12 Supplementary Provisions 

     

    12.1
      Any
      and all taxes and duties arising from execution and performance of the Agreement
      and in the course of trust investment shall be borne by the Parties respectively
      in accordance with the laws and regulations. 

     

    12.2
      Relevant supplementary agreement made by and between the Parties concerning
      the
      trust investment after effectiveness of the present Agreement, if any, is part
      of the Agreement and has equal legal force with the Agreement. In case of
      conflict of the supplementary agreement with this Agreement, the former shall
      apply. In case of several supplementary agreements, the latest one shall
      prevail. 

     

    12.3
      The
      Agreement shall be in twelve originals, one for each party concerned and the
      remaining shall be available for corresponding formalities. 

    


    (no
      text
      below) 

    


    Trustor: Xi’an
      Amorphous Alloy Science & Technology Co., Ltd.

     

    Legal
      representative: 

    (or
      authorized representative)

     

    
      	
              Trustees:
                

            	
              By:

            	
              /s/
                Song
                Yongxing  

            	 	
              By:

            	
              /s/ Mao
                Junming

            
	
               

            	 	
                  
                Song Yongxing

            	 	 	
                   Mao
                Junming

            
	
               

            	 	 	 	 	
               

            
	
               

            	
              By:

            	
              /s/
                Xu
                Zewei

            	 	
              By:

            	
              /s/
                Dai
                Tao

            
	
               

            	 	
                  
                Xu Zewei

            	 	 	
                   Dai
                Tao

            
	
               

            	 	
               

            	 	 	
               

            
	
               

            	
              By:

            	
              /s/
                Wang
                Yuefeng

            	 	
              By:

            	
              /s/
                Lin
                Yuan

            
	
               

            	 	
                  
                Wang Yuefeng

            	 	 	
                   Lin
                Yuan

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              By:

            	
              /s/
                Zhang
                Wei

            	
               

            	
              By:

            	
              /s/
                Feng
                Yarong

            
	
               

            	
                   Zhang
                Wei

            	 	 	
                   Feng
                Yarong

            


    

     

    
      	 	 	 
	
              Shi
                Sujun

            	 	
              Yu
                Xinzheng

            


    

     

    Annexes:
      

     

    1.
      List
      of Material Investment 

    


    2.
      List
      of Asset Handover 


    
      
        
        

      

      
        10