Exhibit
10.3

    (English
Translation)

    


    No.:
YB7501200928439002


     

    Shanghai
Pudong Development Bank

     

    Contract
of Guarantee

     

    (Single)

     

    SHANGHAI
PUDONG DEVELOPMENT BANK


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    Contract
of Guarantee


     

    
      
        
          
            	
                    Guarantor:

                  	
                    Wang,
      Lixin                
      Wang, Peili

                  
	 
      	 
      
	
                    Creditor:

                  	
                    Shanghai Pudong Development Bank Co. Ltd. Dalian
      Branch

                  


          

        

      

    

     

    Whereas:

     

    The guarantor voluntarily assumes the
guarantee liability for the entire loan under the Main Contract (as specified in
Article 7), in order to ensure the comprehensive and timely performance of the
obligations by the debtor under the Main Contract and the exercise of the
creditor’s
rights.

     

    The
parties have reached a consensus through friendly consultation to conclude this
contract. The parties will commit in accordance to the terms and conditions
stipulate hereunder.

     

    Article
One     The Main Debt Guaranteed

     

     The
details of the guaranteed Creditor’s right(s) are provided in Article 7 of this
Agreement.

     

    Article
Two     Guarantee Liability

     

    
      
        	
                1.

              	
                Scope
      of Guarantee

              


      

    

     

    The Guarantee covers the creditor’s
right of this contract, interests (the interests mentioned hereinafter including
interest, default interest, compound interest), liquidated damages,
compensation, charges, all expenses incurred in the signing and performance of
this contract and the expenses attributable to the exercise of guarantee rights
and the creditor’s rights (including but not limited to litigation fee, taxes,
attorney fee, travel expenses, management fee and charge for auction or
disposition of property) and the additional security deposit required by the
creditor has not added to the guarantee amount.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              Mode
      of Guarantee

            


    

     

    The Guarantee mode hereof is guarantee
with joint and several liabilities.

     

    The guarantor confirms. In case that
the debtor fails to repay the debt in accordance with the Main Contract, the
creditor is entitled to ask the guarantor to assume the guarantee liability in
the scope defined in this contract, no matter whether the creditor has other
security rights on the debt under the contract (including but not limited to
security, mortgage and pledge), with no need to ask the other guarantor to
assume the guarantee liability first.

     

    The guarantor hereby undertakes to
waive the defense that claims for advance enforcement of the guarantee in rem
provided by the debtor.

     

    
      
        	
                3.

              	
                Guarantee
      Period

              


      

    

     

    Guarantee period for each debt shall be
calculated respectively and is from the maturity date of each debt to two years
after the maturity date in the Main Contract.  The guarantor shall
assume separately the guarantee liability of repayment installments of each debt
under the contract during the term of the contract.  The guarantee
period of any one debt shall be two years as from the expiry of last installment
loan in case of the repayment in installments for the debt.

     

    The term “maturity” and “expiry” stated
in this contract includes the situation when the creditor announces the early
maturity.  The early maturity date announced of shall be the expiry
date of the debt.

     

    The guarantee period shall be two years
as of the expiry date provided in the extension agreement if an extension
agreement is reached between the debtor and the creditor.  The
guarantor’s join and several liabilities for the debts shall remain in force in
the extended period without the guarantor’s prior content.

     

    
      
        	
                4.

              	
                Alteration
      of The Main Contract

              


      

    

     

    Any extension and any deferred
repayment permission the creditor gives to the debtor and the amendments,
alterations or replacements of any terms and conditions of the Main Contract
made by the creditor and the guarantor shall not have any effect on the rights
and interests of the creditor under this contract and shall not cause any
diminishment of the guarantee liability base on the guarantor’s deemed consent
in the case.

     

    The issue of Letter of Credit, Letter
of Guarantee or Standby Letter of Credit by the creditor, or any amendment of
the Letter of Credit, Letter of Guarantee or Standby Letter of Credit made by
the creditor and the guarantor shall not cause any diminishment of the guarantee
liability with no need to obtain the consent of the guarantor or prior notify
the guarantor based on the guarantor’s deemed consent in the case.

     

    Article
Three     Statement and Commitments

     

    The
guarantor states and undertakes as follows to the creditor:

     

    
      	
            	
              (1)

            	
              The
      guarantor shall be an independent legal subject that has complete civil
      capacity to perform the obligations of the contract and assume the civil
      responsibility independently.

            


    

    
      	
            	
              (2)

            	
              The
      guarantor has the authority to sign the contract, and the guarantor has
      already obtained all the authorization and approval required by the
      contract; the terms and conditions of this contract are reached on a basis
      of the guarantor’s real intent and free will and shall have legal binding
      force on the guarantor.

            


    

    
      	
            	
              (3)

            	
              The
      guarantor hereby undertakes that there is no any infringement of the laws
      (the laws hereof includes laws, regulations, rules, local laws and
      regulations, judicial interpretation), Articles of Association, relevant
      documents of the bodies with power, judgments or decisions made and any
      conflict with other contract that the guarantor has already signed or any
      other obligations the guarantor has already taken during the execution and
      performance of this contract.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
            	
              (4)

            	
              The
      guarantor shall promise all financial statements (if any) complies with
      the laws and regulations of the People’s Republic of China (excluding Hong
      Kong, Macau and Taiwan Region) and could gives a real, complete and
      unprejudiced explanation of the financial conditions of the guarantor and
      all documents and materials involved with this contract are accurate,
      real, complete, valid without any
concealment.

            


    

    
      	
            	
              (5)

            	
              The
      guarantor shall vow to go through the filing, registration or other
      procedures required by the validity and legal performance of the contract
      and pay relevant expenses.

            


    

    
      	
            	
              (6)

            	
              No
      big adverse change of the operational and financial situation occurs since
      the latest audited financial
statement.

            


    

    
      	
            	
              (7)

            	
              The
      guarantor has disclosed all the facts or information it knows or should
      know which is important for the creditor to decide whether to offer the
      loan under the contract.

            


    

    
      	
            	
              (8)

            	
              The
      guarantor hereby confirms any arrear of wage, medical care, disability
      benefits and compensatory payment has not happened or will not happen in
      the execution date and during the performance of this
      contract.

            


    

    
      	
            	
              (9)

            	
              The
      guarantor undertakes there is no situation or event that has or may have
      material negative effect on the performance capability of the
      guarantor.

            


    

     

    Article
Four     Contracted Matters

     

    
      	
              1.

            	
              The
      Commitments of the Guarantor

            


    

     

    
      	
            	
              (1) 

            	
              The
      guarantor undertakes not to take the following actions without the written
      content of the creditor:

            


    

     

    
      	
               
      

            	
              1)

            	
              Dispose
      the whole or majority of the significant assets in ways of sale, donation,
      rent, transfer, mortgage, pledge or other
  measures.

            


    

    
      	
               
      

            	
              2)

            	
              Change
      materially the operative mechanism or property organization form,
      including but not limited to the contractual operation, leasing,
      consortium, corporation system reform, shareholding reform, share
      transfer, merger (or acquisition), joint venture with foreign investment
      (or cooperation), division, establishment of subsidiaries, transfer of
      property and decrease of registered
capital.

            


    

    
      	
               
      

            	
              3)

            	
              Change
      the business scope or major businesses and to alter the Articles of
      Association.

            


    

    
      	
               
      

            	
              4)

            	
              Providing
      the guarantee to the third parties that have huge negative effect on the
      guarantor’s financial situation and its capability to perform the
      obligations under the contract.

            


    

    
      	
               
      

            	
              5)

            	
              Apply
      for reorganization, bankruptcy and dismissal of the
    company.

            


    

    
      	
               
      

            	
              6)

            	
              Sign
      the contracts/agreements that have huge adverse effect on the guarantor’s
      ability to perform the obligations under this contract or assume relevant
      obligations that have same effect.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (2)   The
guarantor undertakes to promptly notify the creditor of the event on the day of
the event and send the originals of relevant notice (stamped by non-natural
person or signed by natural person) to the creditor in five (5) business days
after the day of the event in case of the following circumstances:

     

    
      	
               
      

            	
              1)

            	
              The
      events that deny the authenticity and accuracy of the statements and
      commitments the guarantor makes in this contract
  happen.

            


    

    
      	
               
      

            	
              2)

            	
              The
      guarantor or its controlling shareholder, actual controller or the related
      parties being involved in litigation or arbitration, or its asset being
      distained upon, sealed-up, frozen or enforced or being imposed by other
      measures that have same effect, or its legal representative, director,
      supervisor and senior management staffs being involved in litigation,
      arbitration or other enforcement
measures.

            


    

    
      	
               
      

            	
              3)

            	
              The
      change of the legal representative or its authorized representatives, the
      responsible person, the main person in charge of finance, mailing address,
      business name and office location, or the guarantor’s change of home
      address, habitual residence and work unit, leave the residing city for an
      extended period of time, name change or has negative change on the income
      level.

            


    

    
      	
               
      

            	
              4)

            	
              Apply
      reorganization, bankruptcy by other creditors, or revoked by the superior
      agency.

            


    

     

    (3)   The
guarantor undertakes to cooperate with the creditor and supply the corresponding
financial information or proof of income upon request after this contract is
signed and during the fulfillment.

     

    
      	
               
      

            	
              1)

            	
              The
      issue of Letter of Credit, Letter of Guarantee or Standby Letter of Credit
      by the creditor for the debtor, the guarantor undertakes to
      assume  joint and several liabilities and complement the deposit
      when the debtor fail to complement the deposit as required (including
      advance complement).  Complement the deposit does not relieve
      the guarantor from its commitments under this contract.  The
      guarantor is responsible for any losses (including loss of interest)
      during the complement deposit are made according to this
      contract.

            


    

    
      	
               
      

            	
              2)

            	
              The
      guarantor confirmed, before the debtor repays all debt under the
      obligation of the Main Contract to the creditor, the guarantor shall not
      execute the right of recovery to the debtor during the fulfillment of this
      contract.

            


    

    
      	
               
      

            	
              3)

            	
              In
      the event the debtor early repay all or part of the debtor’s debts, or the
      debtor settle individually with the creditor, the guarantor will assume
      the joint and several liabilities to the remaining debt after the early
      repayment or individual settlement.

            


    

     

    
      	
              2. 

            	
              Retain
      or Transfer Agreement

            


    

     

    
      	
               
      

            	
              1)

            	
              The
      creditor is entitled to retain or transfer fund from any guarantor’s
      account(s) opened in Shanghai Pudong Development Bank to repay due debt
      when the guarantor has a debt that is
due.

            


    

    
      	
               
      

            	
              2)

            	
              Unless
      otherwise stipulated by the Nation’s authorize agency, the order of repay
      from the retained or transferred fund shall be first to repay the due and
      unpaid fees for the guarantor and creditor, then to repay the due and
      unpaid interest, and last to repay the due and unpaid
      principle.

            


    

    
      	
               
      

            	
              3)

            	
              In
      the event the currency of the retained or transferred fund and the debt
      are different, the creditor will adopt the conversion rate determined by
      itself to purchase the foreign exchange for repayment with the risk taken
      by the guarantor.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Proof
      of Debt

            


    

     

    The valid proof of debt guarantee by
the guarantor shall be the accounting certificate issued and documented
according to the creditor’s business regulation.

     

    
      	
              4. 

            	
              Notice
      and Service

            


    

     

    
      
        	
              	
                1)

              	
                When
      a party of this contract serves notices to the other party, the address to
      serve shall be what was listed on the signing page of this contract, until
      the written note of change of address was made by the other
      party.  As long as the notices is serve to the aforesaid
      address, the acceptance date shall be determine as follow: The seventh
      (7th) bank’s business day from when the register mail is sent from the
      business address (corporation and its affiliates) or home address (natural
      person); the date when the recipient signed for it the notice is deliver
      in person, the send day of the fax or e-mail if the notice is serve by fax
      or e-mail.  However, the acceptance date for the creditor shall
      be the actual receiving day if the notices, requests or other
      communications were sent or served to the
      creditor.  Furthermore, it the notices or requests were served
      via fax or e-mail, the original document (stamped by non-natural person or
      signed by natural person) shall be delivered via mail or in person for
      verification.

              


      

    

    
      
        	
              	
                2)

              	
                The
      guarantor agreed: In the event of any litigation action being brought
      against the guarantor, any summons and notification relating to the
      proceedings shall be sent to the address specified at the signing page of
      this contract, which will taken as actual arrival of the files, without
      written notification to the bank, the address mentioned above shall not be
      changed.

              


      

    

     

    
      	
              5.

            	
              Effective,
      Change and Cancellation

            


    

     

    
      	
               
      

            	
              1)

            	
              This
      contract will take effect after it was signed or stamped by both parties’
      legal representative/responsible person (only signature is needed if the
      guarantor is the natural person) and sealed by the guarantor and the
      creditor; until all guaranteed debts under this contract were
      payoff.

            


    

    
      	
               
      

            	
              2)

            	
              The
      effectiveness of this contract is independent from the effectiveness of
      the Main Contract; it will not become invalid or face revocation due to
      the invalidity or revocation of the Main
  Contract.

            


    

    
      	
               
      

            	
              3)

            	
              After
      this contract takes effect, neither party shall change or terminate this
      contract in advance.  If the change or termination is necessary,
      written agreement shall be reach through consultation of both
      parties.

            


    

     

    Article
Five     Default and Handling

     

    
      	
              1. 

            	
              Default

            


    

     

    Any of the following condition exists
will be constituted as default of the guarantor to the creditor:

     

    
      	
            	
              1) 

            	
              The
      guarantor makes any incorrect or misleading statements, directions,
      guarantees in this contract, or issues any incorrect or misleading
      notifications, authorizations, approvals, certificates and other documents
      according to or related to this contract, or has been proved to be
      incorrect or misleading, or has been confirmed to have lapsed or revoked
      or has no legal effect.

            


    

    
      	
            	
              2) 

            	
              The
      guarantor violated any agreement under Article
  Four.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    3)     
  Shut down, out of service, dissolution rectification,
reconstruction, liquidation, receivership or trusteeship, dissolve, canceled or
revoked business license or bankrupt of the guarantor.

    
      	
            	
              4) 

            	
              The
      guarantor is natural person, and is dead or been declared
      dead.

            


    

    
      	
            	
              5) 

            	
              The
      guarantor transfers the asset by the guise of marriage or tries to
      transfer the asset.

            


    

    
      	
            	
              6) 

            	
              The
      guarantor has a deteriorating financial position, and serious difficulties
      in business operation, or incident occurred that would have the negative
      effect on its ability of normal business operation, financial status or
      the ability to repay the debt.

            


    

    
      	
            	
              7) 

            	
              The
      guarantor or the controlling shareholders, actual controlling person or
      other relative person involved in serious lawsuits or arbitrations, or the
      major capital is being sealed, detente, frozen, compulsory implemented or
      other equal measure, or the legal representatives, directors, supervisors
      or senior management involved in lawsuits, arbitrations or other coercive
      measures that would have a negative effect on the guarantor’s ability to
      repay the debt.

            


    

    
      	
            	
              8) 

            	
              Any
      other violation of this contract of the guarantor that’s serious enough to
      obstruct the normal performance of this contract, or prejudice the
      legitimate interests of the
creditors.

            


    

     

    
      	
              2. 

            	
              Default
      Handling

            


    

     

    The creditor reserve the right to
announce the early maturity if any of the aforesaid default occurred, and
required the guarantor to assume the responsibility of liability or required the
debtor to make up the security deposit, and required the guarantor to pay the
liquidated damages (see Article Seven for the calculation method of liquidated
damages).  If the liquidated damages are not enough to compensate all
losses of the creditor, the guarantor shall compensate the creditor for all
losses resulting.

     

    Article
Six     Other Clause

     

    
      	
              1. 

            	
              Suitable
      Law

            


    

     

    The law suitable for this contract is
the law of the People’s Republic of China (excluding Hong Kong, Macau and Taiwan
Region)

     

    
      	
              2.

            	
              Solution
      of Dispute

            


    

     

    All disputes relative to this contract
shall be resulted through friendly consultations; if unsuccessful, the local
People’s Court at where the creditor reside shall have the non-exclusive
jurisdiction.  During the dispute, all parties shall continue to
fulfill the undisputed term of this contract.

     

    
      	
              3. 

            	
              Miscellaneous

            


    

     

    
      	
            	
              1) 

            	
              Any
      addition needed for the outstanding issues under this contract shall be
      stated in Article Seven of this contract after the agreement of both
      parties.  Additional written agreement may be sign as the
      appendix of this contract.  The appendix of this contract (see
      Article Seven for detail) is an inseparable part of this contract, and has
      equal legal effect as the main body of this
  contract.

            


    

    
      	
               
      

            	
              2)

            	
              Unless
      otherwise specified in this contract, this related terms and expressions
      have same meaning as those in the Main
Contract.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Article
Seven     Contract Elements Clause

     

    
      	
              1. 

            	
              The
      Main Contract guaranteed under this contract [corresponds to the Whereas
      of this contract]

            


    

     

    
      	
               
      

            	
              (1)

            	
              The
      Main Contract is the <<Agreement for
      Short-term Loan>> that was signed by the debtor and the
      creditor on 1/12/2010[No.:75012009284390].  The
      creditor in this contract is the Financing Bank
      in the Main Contract.

            


    

    
      	
               
      

            	
              (2)

            	
              The
      debtor of the Main Contract is: Dalian Heavy Mining
      Equipment Manufacturing Co. Ltd., address:
      ______________.

            


    

     

    
      	
              2. 

            	
              The
      main debt guaranteed under this contract [corresponds to Article One on
      this contract]

            


    

     

    þ The main debt
guaranteed under this contract is, according to the Main Contract, the creditor
finance no more than RMB (Currency) Twelve Millions Yuan
even (Capital Writing).  Debt period (named period in the Main
Contract) is 1/12/2010
– 1/11/2011.

     

    o The main debt
guaranteed under this contract is, according to the Main Contract, the creditor
supply ___________________ (name of the intermediate business) for the debtor,
and responsible for no more then ___(Currency)___________________Yuan even
(Capital Writing) of liabilities.  In the event that the creditor is
force to make advance payment on the aforesaid operation, the main debt shall be
transfer as the corresponding advance payment of the creditor.  The
main debt amount shall be adjusted according to what was agreed on the Main
Contract.

     

    
      	
              3. 

            	
              Default
      Handling [corresponds to  Paragraph 3 of Article Five of this
      contract]

            


    

     

    Liquidated
damages: equivalent to Twenty (Capital
Writing) percent of the main debt or _________________
___________________________________________________________

     

    
      	
              4. 

            	
              Appendix
      of this contract includes:  [corresponds to item (1) of
      Paragraph 3 of Article Six of this
contract]

            


    

     

    
      	
               
      

            	
              (1)

            	
              <<____________>>.

            


    

    
      	
               
      

            	
              (2)

            	
              <<____________>>.

            


    

    
      	
               
      

            	
              (3)

            	
              <<____________>>.

            


    

    
      	
               
      

            	
              (4)

            	
              <<____________>>.

            


    

    
      	
               
      

            	
              (5)

            	
              <<____________>>.

            


    

    
      	
               
      

            	
              (6)

            	
              <<____________>>.

            


    

     

    5.       Other
matters agreed by both parties [corresponds to item (1) of Paragraph 3 of
Article Six of this contract]

     

    _________________________________________________________________________________________
_________________________________________________________________________________________
_________________________________________________________________________________________

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    6.         This
contract is made in Triplication, the
guarantor holds one
copy, the creditor holds two copies,
_____holds ____copy, and they have equal legal effect.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    This contract was signed by the
following guarantor and creditor on 1/12/2010.  The
guarantor confirm, when signing this contract, both parties had already been
explained and discussed all terms in detail, and have no objection to all terms,
and accurately understand the legal meaning of the terms such as rights,
obligations, responsibilities, limitations and waive.

     

    
      
        	
                Guarantor
      (Seal)

              	 
      	
                Creditor
      (Seal) seal

              
	 
      	 
      	 
      
	
                Legal
      Representative or Authorized Agent

              	 
      	
                Responsible
      Person or Authorized Agent

              
	 
      	 
      	 
      
	
                (Signature
      or Stamp)

              	 
      	
                (Signature
      or Stamp) stamp

              
	 
      	 
      	 
      
	
                /s/
      Lixin Wang

              	 
      	 
      
	 
      	 
      	 
      
	
                /s/
      Peili Wang

              	 
      	 
      
	 
      	 
      	 
      
	
                (Above
      for Legal Persons use)

              	 
      	 
      


      

    

    


     

    
      
        	
                Guarantor
      (Signature)

              	
                Signature/Finger
      print

              	
                Signature/Finger
      print

              
	 
      	 
      	 
      
	
                Type
      of valid ID and No.:

              	
                210207195503073232

              	
                21020219608133247

              


      

    

     

    
      
        	 
      
	
                (Above
      for Natural Persons use)

              


      

    

     

    
      
        	
                Home
      address:

              	 
      	
                Main
      business address:

              
	 
      	 
      	 
      
	
                Zip
      code:

              	
                 

              	
                Zip
      code:

              
	 
      	 
      	 
      
	
                Telephone:

              	 
      	
                Telephone:

              
	 
      	 
      	 
      
	
                Fax:

              	 
      	
                Fax:

              
	 
      	 
      	 
      
	
                E-mail:

              	 
      	
                E-mail:

              
	 
      	 
      	 
      
	
                Contact
      person:

              	 
      	
                Contact
      person:

              


      

    

     

    
      
         


      

      
        10