Exhibit
10.2
 
 Trust
Agreement
 
 This
Trust Agreement is entered into as of April 4, 2008 (“Effective Date”), by and
among the following parties:
 
 Trustors:
 
 (1)
            Heilongjiang
      Xing An Mining Development Group Co., Ltd., a People’s Republic of
              China
      (“PRC”) limited liability company (“Xing An Mining”)
              Registered
      Address: China, Heilongjiang Province, Jiagedaqi, Ren Min Road
      No.9
                PRC
      Entity Identification
No.:32840000
 
 (2)
            GONG
      Mingshu
              Address:
      China, Heilongjiang Province, Jiagedaqi, Ren Min Road No.9
                PRC
      ID No.: 219004195703010228
   (3)
            YUE
      Yunjia
              Address:
      China, Heilongjiang Province, Jiagedaqi, Ren Min Road No.9
                PRC
      ID No.:130302198405082513
   (4)
            YUE
      Yunpeng
              Address:
      China, Heilongjiang Province, Jiagedaqi, Ren Min Road No.9
                PRC
      ID No.: 13030219770505291X
   (5)
            YUE
      Guoqing
              Address:
      China, Heilongjiang Province, Jiagedaqi, Ren Min Road No.9
                PRC
      ID No.:13030419580505051X
 
 Trustee:
 
 Cang
Anping
 Registered
Address: China, Heilongjiang Province, Harbin, Daowai Nan Zhi Road
No.56
 ID card
No.: 230105196401261912
 
 Beneficiary:
 
 Songzai
International Holding Group, Inc., a Nevada corporation
 Address:
20337 Rimview Place, Walnut, CA 91789
 Attn: Li
Hongjun
 
 Whereas,
Beneficiary has entered into agreement to acquire (the “Acquisition”) 90% of the
outstanding equity interests of Heilongjiang Xing An Group Hong Yuan Coal Mining
Co., Ltd. (“Hong Yuan”),
a PRC limited liability company having a registered address of Xi Lin Ji Town,
Mo He County, Da Xing'an Mountain District, Heilongjiang Province, and
Heilongjiang Xing An Group Sheng Yu Mining Co., Ltd. (“Sheng Yu”), a PRC limited
liability company having a registered address of Cross Area between Zhenxing
Road and Zhonghua Road, Xi Lin Ji Town, Mo He County, Da Xing'an Mountain
District, Heilongjiang Province (collective the “Companies”).
  
  Whereas,
after the consummation of the Acquisition, Trustors will own in the aggregate
10% of the outstanding equity interests of each of the Companies (“Trust
Shares”).
 
 Whereas,
in connection with the Acquisition, Trustors desire to transfer and assign to
the Beneficiary all of the beneficial interests of the Trust Shares, and
Beneficiary desires such transfer and assignment.
 
 Now, in
accordance with the Rule of Correlative Law and legislation of the General Rule
of Civil Law of PRC and Trust Law of PRC, Trustors, Beneficiary and Trustee,
after friendly consultation on equal standing, enter into this Trust Agreement
as follows:
 
 Section
One: Appointment of Trustee; Creation of the Trust
 
 1.    
Trustors agree and hereby appoint and entrust Trustee to hold and administer the
Trust Shares on behalf of Trustors for the sole and exclusive benefit of
Beneficiary for the term of this Trust Agreement.
 
 2.    
Trustee agrees and hereby accepts Trustors’ appointment and the entrustment of
the Trust Shares to hold and administer on behalf of Trustors for the sole and
exclusive benefit of Beneficiary for the term of this Trust
Agreement.
 
 3.    
Pursuant to Paragraphs 1 and 2 of this Section One (collectively the “Trust”),
all of the rights, powers, privileges and benefits pursuant to or derived from
the Trust Shares, including voting and dividend rights, shall belong to the
Beneficiary unconditionally.
 
 4.    
The parties to agree to cooperate with each other and to take any and all such
actions as may be required by applicable PRC laws and regulations, including the
execution of documents, in order to effectuate the purpose of this
Agreement.
 
 Section
Two: Trustee’s Duties
 
 1.    
Unless otherwise agreed in this Agreement, Trustee guarantees that during the
term of this Agreement, it will act and cooperate unconditionally with
Beneficiary by following the written instruction of Beneficiary for the
administration of the Trust, including the exercise of any attendant rights,
powers and privileges of the Trust Shares, and the allocation of any
distribution pursuant thereto. Additionally, at any shareholders meeting or for
any shareholders action, Trustee shall vote the Trust Shares pursuant to the
written instruction of Beneficiary.
  
  2.    
Trustee may, pursuant to written instruction of Beneficiary, execute a Power of
Attorney granting Beneficiary the right to exercise the voting rights attached
to the Trust Shares at shareholders meetings.
 
 3.    
Trustee shall not sell, exchange, loan, offset, pledge, or otherwise dispose the
Trust Shares without the prior written consent of Trustors and
Beneficiary.
 
 4.    
Trustee shall not pledge or otherwise use the Trust Shares or any distributions
therefrom for Trustee’s benefits without the prior written consent of Trustors
and Beneficiary.
 
 Section
Three: Trustee’s Consideration
 
 Trustors
and Beneficiary shall not pay Trustee any considerations for the construction
and administration of the Trust pursuant to this Agreement.
 
 Section
Four: Restrain any successor
 
 This
Agreement is binding upon Trustors, Trustee and their respective successors.
Unless otherwise set forth in this Agreement, the responsibilities and duties of
Trustee and its successor with respect to the entrustment and administration of
the Trust Shares shall not exceed those set forth in the Trust
Agreement.
 
 Section
Five: Term of the Agreement
 
 The term
of the Agreement is from the Effective Date until such date that the Companies
cease their corporate existence.
 
 Section
Six: Termination
 
 This
Agreement, and the Trust, may be terminated upon any one of the following events
(each a “Termination Event”):
 
 1.    
If and when the Trust Shares may be legally transferred to the Beneficiary in
accordance with applicable PRC law and regulations, upon the consummation of
such transfer.
 
 2.    
If and when the existence or the purpose of the Trust violates the then
applicable PRC law or regulations.
 
 3.    
If and when the intent and purpose of the Trust can no longer be achieved
pursuant to this Agreement and/or the Trust.
 
 Upon the
occurrence of a Termination Event, the Trust shall be deemed dissolved without
any further actions of the parties.
  
  Section
Seven: Responsibility for Breach of the Agreement
 
 1.    
If Trustee takes actions in contravention of this Agreement or the purpose of
the Trust, or which causes the loss of the Trust Shares, Trustee shall be liable
for any resulting damages and, in the event of the loss of the Trust Shares,
Trustee shall be obligated to recover the Trust Shares or make compensation of
equivalent value to replace the Trust Shares.
 
 2.    
Trustee may not use the Trust Shares for its own benefits and shall be liable
for any resulting damages and, in the event of the loss of the Trust Shares,
Trustee shall be obligated to recover the Trust Shares or make compensation of
equivalent value to replace the Trust Shares.
 
 Section
Eight: Application of law
 
 The
parties agree that this Agreement is entered into, and should be interpreted, in
accordance with the General Rule of Civil Law of PRC and Trust Law of PRC on the
basis of honesty and creditability.
 
 Section
Nine: Dispute Resolution
 
 In the
event that a dispute arises during the term of the Agreement, the parties shall
first attempt to resolve the dispute through consultation and negotiation
amongst themselves. If the dispute cannot be resolved by the parties’
consultation and negotiation, any one of the parties may initiate litigation to
resolve the dispute before a People’s Court in Heilongjiang Province with proper
jurisdiction over the matter that is the subject of the dispute. The parties
hereby agree that the findings of the People’s Court shall be deemed final for
the resolution of the dispute and shall be binding upon all
parties.
 
 
 This
Agreement is executed by the parties on April 4, 2008, with Trustors, Trustee
and Beneficiary each holding a duplicate copy.
 
 Signature
Page Follows.
   
  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed
  as of the
day and year first above written.
 
 TRUSTOR:
            
            TRUSTEE:HEILONGJIANG
      XING AN GROUP
            
            By:
            /s/ CANG AnpingHONG
      YUAN COAL MINING CO., LTD.Its:By:
            /s/ GONG MingshuIts:
            ChairmanHEILONGJIANG
      XING AN GROUP
              SHENG
      YU MINING CO., LTD.By:
            /s/ GONG MingshuIts:
            ChairmanHEILONGJIANG
      XING AN MINING
              DEVELOPMENT
      GROUP CO., LTD.
            
            BENEFICIARYSONGZAI
      INTERNATIONAL HOLDINGBy:
            /s/ GONG Mingshu
            
            GROUP
      INC.Its:
            ChairmanBy:
            /s/ LI
      Hongjun/s/ GONG MingshuGONG
      Shuming
            
            Its:
            President/s/
      YUE YunjiaYUE
      Yunjia/s/
      YUE YunpengYUE
      Yunpeng/s/ YUE GuoqingYUE
      Guoqing