Exhibit
10.12

    (English
Translation)

     

    NO.

    Labor
Contract

    


    Party
A(Employer): Dalian Heavy Mining Equipment Manufacturing Co., Ltd.

    


       Party
B(Employee):  Lixin Wang

    


    Dalian
Labor and Social Security Bureau

    Notices

    


     1. Party A
should truly tell Party B about the work content, work environment, work place,
career danger, safety of operation, remuneration and other information that
Party B requires to know. Party A has the right to know the information directly
related to labor contract. And Party B should tell the truth.

    


    2. If
Party A hires Party B, Party A cannot hold Party B’s ID card and other
credentials. Besides, Party A cannot require Party B to supply warrant or obtain
money from Party B in other ways.

    


    3. Party
A should set up labor contract in one month after hiring Party B. If both
parties set up labor contract before hiring and working, labor relationship
begins when Party B starts to work. Party A should set up employees list and go
through an employee record in labor administration bureau.

    


    4. If
labor contract term is longer than 3 month and shorter than 1 year, probation
period cannot excess one month; if term is longer than 1 year and shorter than 3
years, the probation period should not excess 2 months; if the contract term is
longer than 3 years, the probation period cannot exceed 6 months. If the
contract term is based on work contribution and is shorter than 3 months, Party
A can not set up probation period. The probation period is included in labor
contract term.

    


    5. One of
the following situation, if Party B bring up or agree to extend or set up labor
contract, both parties should set up flexible term labor contract except that
Party B bring up to set up fixed term labor contract:

    


    a. Party B has worked continuously for
Party A for 10 years;

    


    b. When Party A firstly implement labor
contract system or nation-owned companies change business type and reset up
labor contract, Party B has worked continuously for 10 years and Party B has
less than 10 years to retire;

    


    c. both parties set up fixed term labor
contract continuously twice and Party B do not have the situation in NO.39 and
NO. 40.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    6. Party
A cannot make agreement with Party B about paying violation fees except for
service period agreement and competition limits agreement.

    


    7.
Consultant telephone number for labor insurance policy: 12333

    Compliant
telephone number for labor insurance supervision:

    Dalian: 84369110 Development Zone:
87622867 Pulan Dian: 83118624

    Zhongshan District: 82799610 Baoshui
District: 82702460   Wafangdian: 85630056

    Xigang District:
39608681   Gaoxinyuan District: 84796982 Zhuanghe:
89818880

    Shahekou District:
84610121  Lvshunkou District: 86363017 Changhai: 89884660

    Ganjingzi District:
86589470  Jinzhou District: 87779020

    Changxingdaolingang Industrial
Zone:85283613

    


    This
Contract is signed on a mutuality voluntary basis by and between Party A and
Party B in accordance with the Labor Law of People's Republic of China as well
as the Labor Contract of People's Republic of China.

    


    I.
Background Information of both parties

    


    1. Party
A (Employer): Dalian Zhongkuang Device Manufacture LLC

    Legal
Representative: Lixin Wang

    Business
Type: Running by local people

    Investment
Type: Joint-Stock

    Organization
Code: 24109998-8

    Registered
Place: Liaoning Province Dalian City Gaoxin District Gaoneng Street
NO.26

    Actual
Operation Place: Liaoning Province Dalian City Gaoxin District Gaoneng Street
NO.26

    Contact
Telephone: 84799486

    


    2. Party
B (Employee): Lixin Wang     Gender: Male

    Type of
registered permanent residence (Non-Agriculture, agriculture):
Non-angraculture

    Permanent
Residence ID NO.: 210202195503073232

    Other
effective credentials and NO.:

    Permanent
Residence: Liaoning Province Dalian City Xigang District Xinhe Road
NO.54-5-3

    Actual
Residence: Liaoning Province Dalian City Xigang District Xinhe Road
NO.54-5-3

    


    Contact
Telephone: 13904119652

    


    3. Should
Party B change contact information, Party B should notify Party A in
time.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    II.
Labor Contract Term

    


    4. Both
parties select the second form to decide the term of this labor
contract.

    


    a. Fixed
term of XXX years commencing on mm/dd/yyyy and terminating on mm/dd/yyyy.
The probation period is from mm/dd/yyyy to mm/dd/yyyy (being included in
the term of contract).

    


    b.
Flexible term commencing on 01/01/2008. The probation period is from mm/dd/yyyy
to mm/dd/yyyy (being included in the term of contract). 

    


    c. Taking
the completion of a specific amount of work as a term, commencing on mm/dd/yyyy
till the work is completed.

    


    III.
Working Content and Working Places

    


    5. Party
A arranges Party B in managerial position based on work needs and Party B will
work on Finance and Accounting. The working place is Liaoning Province Dalian
City Gaoxin District Gaoneng Street NO.26.  Both parties could sign
position agreement, arranging specific position responsibilities and
requirements.

    


    6. Party
B should take the positions seriously, fulfils task on time and abide by the
rules which are set up by Party A based on laws.

     

    IV.
Working Hours and Holidays

    


    7. Both
parties select the first form to decide the term of this labor
contract.

    


    a. Party B’s standard work hours shall
be eight hours per day, forty hours per week. Saturday and Sunday are
off.

    


    b. Flexible working time. Based on
security of Party B's health and advice, Party A should adopt intense work,
centralized rest, flexible work and other proper working ways and ensure that
Party B can fulfill work and have the right of having rest and taking
vacations.

    


    c. Use XXX(Month, Quarter, Year) as a
period working time, the average working hours per day and the average working
hours per week are not beyond the legal standards working time.

    


    If Party
A uses the second and third form, party A should apply for the approval from
Labor Administrative Bureau.

    


    8.
According to related laws in China and company operation needs, Party A should
arrange the working hours properly for Party B. And Party B shall enjoy
statutory holidays and family visits, weddings, funerals, family planning, paid
annual leave and other leave entitlements.

    


    9. Party
A should stick to standard working hours and can not compel Party B to work
overtime. If it is really because of operational needs, Party A can ask Party B
to work overtime less than one hour per day, which should be approved by labor
committee and Party B. Because special reasons to work overtime, Party A should
ensure the heath of Party B. The extended working hour should be no more than 3
hours per day and no more 36 hours per month.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    V.
Remuneration

    


    10. Party
A set up the remuneration system based on laws, operational characteristics and
economic benefit. The salary level of Party B will be equal pay for equal work,
which is based on remuneration system, labor technique, work intensity, work
environment, work contribution and so on.

    


    11. Party
A will pay salary to Party B in the third form.

    a. hourly wages. Party B's
standard wage is XXX RMB / month (RMB / week). Bonus will be based on the
actual working contributions.

    


    b. piece-rate wages. B's labor
quota is XXX, piece rate as XXX. 

    


    c. remuneration system. The standard
salary during probation period is XXX.

    


    12. Party
A will pay in cash or transfer the total amount of salary to Party B before 30th
in each month. If it happens to holidays or weekends, salary should be advanced
to the nearest working day.

    


    Party A
should record Party B’s salary amount, paid date, working days and signature in
documents and provide salary statement to Party B.

    


    13. In
case of the extension of work hours by Party A, the salary shall be paid
according to Labor Law.

    


    14.
During work hours, Party B fulfills its national and social obligation. The
salary shall be paid no less than the minimum salary standard.

    


    15.
Remuneration will be in accordance with the related regulation and no less than
80% of minimum salary standards when Party B is receiving medical treatment for
diseases or injuries within the prescribed period of time.

    


    VI.
Social Insurance and related benefits

    


    16. Both
sides must follow state and local regulations on social insurance and
participate in social insurance. Party A will on behalf of Party B to deduct the
amount and paid the liable amount. Both parties choose to use first form to pay
the social insurance fees.

    


    a. Participate in endowment insurance,
medical insurance, unemployment insurance, injury insurance and pregnant
insurance.

    


    b. Participate in medical insurance,
injury insurance and XXX.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    17. During
contract period, if Party B has any of work related injury or occupational
disease, or non-work related injury and illness at work, non-fatal and medical
treatment, benefits should abide by national and local regulations;
 female workers during pregnancy, birth, breast-feeding treatment also
should be based on national and local regulations.

    


    18. Party
A provide supplementary insurance and benefits are XXXXX.

    


    VII. Labor
protection and labor conditions

    


    19. Party
A must establish a sound safety and health systems and operational procedures,
work standards and the necessary training on the Party B.

    


    20. Party
B must comply with state regulations to provide occupational safety and health
conditions and necessary labor protection articles.

    


    21. Party
A must be in accordance with relevant state regulations on occupational hazards,
tell and educate Party B about the danger of the work. Party A should try to
prevent the danger from Party B.

    


    22. Party
B in the production (work) process must strictly observe the safety rules. Any
management of the Party A’s illegal command, or force, Party B has the right to
refuse to perform dangerous operations.

    


    VIII.
Labor contract changes and performing

    


    23. Both
parties should take their own responsibilities according to this
contract.

    


    24. If
Party A change its name, legal representatives, major people in charge or
investors, all of these will not affect this contract.

    


    25. If
Party A acquisitions or divide in parts, the contract is still in
effect.

    


    26. Both
parties consent, then they can change the contents of the Contract and record
it in writing.

    


    VIII.
Termination

    


    27. This
contract can be terminated by agreement of both parties.

    


    28. Party
B's termination the labor contract shall be 30 days in advance written
notice to the Party A. During the probationary period, Party B can terminate the
labor contract by 3 days in advance written notice to Party A.

    


    29. One
of the following circumstances, Party B may terminate this contract at any
time:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    a. Party A is not in accordance
with the provisions of this contract to provide labor protect or working
conditions;

    


    b. Party A is not in accordance with
the provisions of this contract to pay labor remuneration;

    


    c. Party A doesn't pay medical
insurance fee according to laws;

    


    d. Regulations are against laws and
rules, which affect Party B's benefits;

    


    e. Labor contract is ineffective
because of the situation in NO.26 in Labor Law;

    


    f. Other situations that allow Party B
to terminate the contract;

    


    g. Party A uses violence, threats,
imprisonment, or illegal restriction of personal freedom to forced
labor.

    


    30. If
Party B has one of the following circumstances, Party A may terminate this
contract

    


    a. during the probationary period,
Party B is proved to be inconsistent with the conditions of
employment;

    


    b. serious violations of Party A's
rules and regulations;

    


    c. a serious dereliction of duty or
practices graft, causing significant harm to the interests of the
Party;

    


    d. Party B build labor relationship
with others at the same time, which affects seriously on Party A; Or after
reminder of Party A, Party B doesn't change;

    


    e. Party A make or change the contract
under pressure or cheat;

    


    f. criminal responsibility according to
law.

    


    31. One
of the following circumstances, Party A may terminate this contract. It should
be thirty days in advance written notice to Party B or pay an extra one month
salary to Party B:

    


    a. Party B is ill or has work related
injury. After medical treatment period expires; Party B can not
do the original work and cannot be arranged in the Party A.

    


    b. Party B is incompetent after
training or adjustment of his position is still incompetent;

    


    c.  the labor contract is based on
significant changes in objective circumstances, resulting in inability to
perform the contract, the parties shall negotiate an agreement not to change the
labor contract, labor contract is terminated by a Party;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    32. If
Party A need to lay-off, Party A should be based on Labor Contract Law and
cannot be harmful to Party B.

    


    33. One
of the following circumstances, the contract can be terminated:

    


    a. contract expires;

    


    b. Party B start to get retirement
insurance;

    


    c. Party B dies;

    


    d. Party A is announced to be
bankrupted.

    


    e. Party A is asked to be
closed or Party A decide to dismiss in advance;

    


    f. Other situations that occur in
laws or regulations.

    


    34. Party
A should provide termination certification to Party B when Party A terminates
the labor contract. And Party A should handle the profile and social insurance
transfer in 15 days. Party B should handle work transfer. Party A should pay the
compensation when Party B is handling the work transfer if there is any
compensation. Party A should keep the terminated contract in 2
years.

    


    IX.
Economic compensation and compensation

    


    35.Party
A should pay economic compensation to Party B according to NO.46 in Labor
Contract Law if Party Acome up with the dissolution or termination or the
contract is terminated based on NO. 27, NO. 29, NO.31, NO.32.

    


    36.
Economic compensation is based on Party B’s working period for Party A. Each
whole year stands for paying one month salary. If the period is between 6 months
and 1 year, calculate as 1 year; less than 6 months, pay half month salary.
Salary standard is the 12 months average salary before Party B terminate labor
contract.

    


    37. If
Party B’s salary is three times higher than the prior year average salary
reported by local government, Party A should pay three time higher than the
average salary of employees. The payment period can not excess 12
years.

    


    38. If
Party A terminates illegally and Party B requires to continue the labor
contract, Party A can not terminate the contract; If Party B does not require to
continue the contract or the contract cannot continue longer, Party A should pay
compensation based on twice of standards compensation.

    


    If Party
B terminates illegally, which affects Party A badly, Party B should take
responsibility of loss.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    X.
Others

     

    39. If
Party A provide B with special training and training fees, both parties can set
up special agreement and terms.

     

    If Party
B is against to service terms, Party B should pay compensation.

     

    40. Party
B has the responsibility of confidential. Both party can set up special
agreement and negotiate the competition limits.

     

    If Party
B is against to the competition limits, Party B should pay compensation. If
there is any loss to Party A, Party B should pay it.

     

    41. The
annex to the contract is as follows:

    a.
position contract

    b.
training contract

    c.
confidential contract

    d.
XXXX

     

    42. Other
agreements: XXX

     

    43.
Either party may also directly to the labor dispute arbitration committee for
arbitration.

     

    44.
Matters not this is a contract, or the future state, contrary to the relevant
provisions of the city, according to relevant regulations.

    


    45. This
contract is two points, each party holds one.

    


    Party A
(seal) /s/Wenxiao Zhang        Party B
(seal)  /s/ Lixin Wang

    


    Representative:
________________ Representative:________________

     

    Date:
2008/1/4

     

    The labor
contract which is signed by both party voluntarily apply for attestation. It
should be supplied to labor administration bureau in 30 days.

     

    Seal by
Attestation
Organization              Date
of Attestation: