EXHIBIT 10.12

                                [GRAPHIC OMITTED]

                                   SINCE 1842

                                 KUHNS BROTHERS

                                 THE FARM HOUSE

                               558 LIME ROCK ROAD

                          LIME ROCK, CONNECTICUT 06039

Mr. Fu Li

Dalian Fushi Bimetallic Manufacturing Company, Ltd.
City of Dalian
Liaoning Province
People's Republic of China
c/o Chris Bickel

                                                                    May 27, 2005

                                 PROPOSAL LETTER

Mr. Fu:

This proposal letter (the "Proposal") to Dalian Fushi  Bimetallic  Manufacturing
Company, Ltd. with its principal place of business in the city of Dalian located
in the Liaoning  Province of the People's  Republic of China  (hereinafter,  the
"Company"), represents the intentions of Kuhns Brothers, Inc. and its affiliates
including  for  purposes  of  this  transaction  Redwood  Capital,   Inc.("Kuhns
Brothers",  or the "Firm") with  respect to an equity  financing  including  the
simultaneous  issuance  of  approximately  $11.75  million of  corporate  equity
financing  for Company  (the  "Financing")  and the  acquisition  by Dalian of a
public shell listed on an exchange in the United  States of America (the "Public
Shell")  in a  reverse  takeover  merger  (altogether  with the  Financing,  the
"Transaction").

I.    KUHNS BROTHERS EXPECTS THAT THE TRANSACTION WILL TAKE PLACE AS FOLLOWS:

      o     Kuhns Bros. & Co., Inc., a wholly-owned subsidiary of the Firm, will
            act  as the  financial  advisor  (the  "Financial  Advisor")  to the
            Company with respect to developing the Company's  financing plan and
            structuring and documenting the related Transaction.


<PAGE>

      o     The Financial Advisor will structure the Financing.

      o     The  Financial  Advisor  will locate and arrange for the purchase by
            the Company of the Public Shell.

      o     Kuhns Brothers Securities Corporation,  a wholly-owned broker/dealer
            subsidiary of the Firm,  will act as placement agent (the "Placement
            Agent") with respect to raising the Financings.

      o     Preparations for the Equity  Financing,  consisting of approximately
            $11.75 million of Common Stock with attached Warrants, will commence
            simultaneously with the execution of this Agreement.

      o     The Company's  purchase of the Public Shell,  issuance of the Equity
            Financing   and   reverse   takeover   merger   shall   take   place
            simultaneously.

      o     The  Transaction,  including the Financing,  the  acquisition of the
            Public Shell and the other related  activities,  shall result in the
            Company's  owning   approximately  72%  of  its  shares  immediately
            subsequent  to the issuance of the Financing and the purchase of the
            Public Shell.

      o     The closing of all aspects of the Transaction  (the "Closing") shall
            take  place  approximately  90-120  days from the  execution  by the
            Company of Kuhns Brothers'  engagement agreement as described below,
            subject  to the  availability  on a  timely  basis  of any  and  all
            information required of the Company,  including its financial, legal
            and accounting information.

      o     Immediately  subsequent to the Closing,  the Company shall  register
            the common stock and warrants  comprising  the Financing with the US
            Securities and Exchange Commission (the "SEC").

      o     Immediately  subsequent  to the Closing,  the Company  shall file an
            application to list its shares on either the American Stock Exchange
            (the  "AMEX") or the National  Association  of  Securities  Dealers'
            Small-Cap Market (the "NASDAQ Small-Cap Market), with the AMEX being
            the preferred venue.

      o     The proposed terms of the Financings are described in more detail in
            Appendix A to this Proposal (the "Proposed Terms").

II.   THIS PROPOSAL IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

      o     Completion by Kuhns Brothers'  personnel,  to its sole satisfaction,
            of due  diligence  with respect to the Company,  including  physical
            inspection of the Company's  business and financial  information  in
            China.

      o     Satisfactory  preparation  by the Company,  with the  assistance and
            direction of Kuhns  Brothers,  of satisfactory  offering  materials,
            including a private placement memorandum (the "PPM"), investor Power
            Point  presentation  (the  "Investor  Presentation"),   subscription
            materials  (the  "Subscription  Booklet")  and  forms of the  bridge
            notes, the common stock and the warrants comprising the Financings.

      o     The  execution  of  an  engagement   agreement  with  Kuhns  Brother
            substantially   in  the  form  of   Appendix   B  (the   "Engagement
            Agreement").

This Proposal is an expression of intent only by Kuhns  Brothers.  This Proposal
does not give rise to any  contractual or legal  obligation or commitment of any
kind with respect to Kuhns  Brothers.  The Company and Kuhns Brothers would only
create a binding obligation upon the execution of the Engagement Agreement.


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<PAGE>

If the Company is in  agreement  with the matters  discussed  herein,  please so
indicate by executing this Proposal in the space provided below.

                                                 Very truly yours,

                                                 Kuhns Brothers, Inc.
                                                 By:____________________________
                                                 Title:_________________________



Dalian Fushi Bimetallic Manufacturing Company, Ltd
By:___________________________
Title:________________________


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<PAGE>

                                   APPENDIX A

                     PROPOSED TERMS OF THE EQUITY FINANCING

Securities to be Sold.........      $11.75  million of Common Stock (the "Common
                                    Stock")  and  attached  warrants to purchase
                                    Common Stock (the  "Warrants");  altogether,
                                    the  Common   Stock  and  the  Warrants  are
                                    hereinafter known as the "Securities".

Investors.....................      Accredited   financial    institutions   and
                                    selected  high-net-worth   individuals  (the
                                    "Investors").

Offering Documentation........      An executive summary  ("Executive  Summary")
                                    and power point  presentation  ("Power Point
                                    Presentation")  issued by the  Company,  and
                                    definitive  term sheet  (the  "Term  Sheet")
                                    negotiated   between  the  Company  and  the
                                    Investors by the Placement Agent.

Financing Documentation.......      Common Stock and Warrant purchase agreements
                                    (the   "Securities   Purchase   Agreement"),
                                    Public Shell purchase agreement (the "Public
                                    Shell  Purchase   Agreement")  and  Investor
                                    subscription  documents  (the  "Subscription
                                    Documents").

Description of Securities.....      Ownership of the Common  Stock  entitles the
                                    holder to vote on all matters brought before
                                    the Company, and may pay dividends,  payable
                                    in cash or shares of  Common  Stock,  at the
                                    rate  and  at  times  as  determined  by the
                                    Company's Board of Directors.  Certain terms
                                    of the Securities,  including:  i) the ratio
                                    of  Warrants to Common  Stock (the  "Warrant
                                    Coverage");  ii) the  exercise  price of the
                                    Warrants  (the  "Exercise  Price");  and the
                                    period  during  which  the  Warrants  can be
                                    exercised  (the  "Exercise  Period") will be
                                    mutually  determined  by the Company and the
                                    Investors and stipulated in the Term Sheet.

Estimated Offering Size.......      $11,700,000

Use of Proceeds...............      Working capital and capital projects.

Registration Rights...........      The Company shall file for the  registration
                                    under  the  Securities  Act of  1933  of all
                                    securities    contained    in   the    Units
                                    ("Registrable Securities") during the period
                                    of  six  to 12  months  after  the  Closing.
                                    Holders    of     Registrable     Securities
                                    ("Holders")   shall   also  have   customary
                                    piggyback rights.


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<PAGE>

Financial Statements..........      The  Company  will  include in the  offering
                                    documents    the     following     Financial
                                    Statements:

                                    Audited  financial  statements as at and for
                                    the  years  ended  December  31,  2004,  and
                                    unaudited financial statements as at and for
                                    the first  quarter of 2005  ended  March 31,
                                    2005;

                                    In addition, the Company will deliver at the
                                    Closing the following Financial Statements:

                                    Unaudited financial statements and as at and
                                    for the  second  quarter  of 2005 ended June
                                    30, 2005.

Restrictions on Issuances.....      For a  period  of 12  months  following  the
                                    Closing,   the  Company  and  its  principal
                                    stockholders will not, without prior written
                                    consent,  issue  or sell any  securities  or
                                    rights to acquire securities.


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<PAGE>


                                   APPENDIX B

                              ENGAGEMENT AGREEMENT

                                [GRAPHIC OMITTED]
                                   Since 1842

                                 KUHNS BROTHERS
                                 THE FARM HOUSE
                               558 LIME ROCK ROAD
                          LIME ROCK, CONNECTICUT 06039

Mr. Fu Li
Chairman & CEO

Dalian Fushi Bimetallic Manufacturing Company, Ltd.
City of Dalian
Liaoning Province
People's Republic of China
c/o Chris Bickel

                                                                    May 27, 2005

               AGREEMENT PROVIDING FOR INVESTMENT BANKING SERVICES

Mr. Fu:

      This  letter  agreement  (the  "Agreement")  is  written  to set forth the
understanding  and  agreement  between  Kuhns  Brothers,  Inc.  and its  related
subsidiaries   (altogether,   "Kuhns  Brothers")  and  Dalian  Fushi  Bimetallic
Manufacturing  Company, Ltd. with its principal place of business in the city of
Dalian  located in the  Liaoning  Province  of the  People's  Republic  of China
(hereinafter, the "Company").


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<PAGE>

      The Company hereby engages Kuhns Brothers on an exclusive basis, initially
for the six  month  period  commencing  the  date  hereof,  to  provide  it with
investment  banking  services and Kuhns Brothers hereby accepts such engagement.
In the  event  that  as a  result  of this  initial  engagement  Kuhns  Brothers
successfully  arranges and closing the financings and related merger acquisition
described  below (the  "Closing"),  this  Agreement  will  remain in force for a
period  of two  years  following  the  closing  of such  financing  and  related
transaction.

I.    INVESTMENT BANKING SERVICES

1.    FINANCIAL ADVISORY SERVICES

      Kuhns  Brothers,  through its  subsidiary  Kuhns Bros.  & Co.,  Inc.  (the
"Advisor")  and  its  subsidiary  Kuhns  Brothers  Securities  Corporation  (the
"Placement Agent"),  will assist the Company with its current investment banking
requirements,  including  what is presently  expected to be an equity  financing
(the "Equity  Financing")  including the simultaneous  issuance of approximately
$11.75  million  of  corporate  equity  financing  for  Company  (or  things  of
equivalent value invested in it or its controlled subsidiaries or affiliates) to
institutional and  high-net-worth  individual  financial  investors  ("Financial
Investors") or, at the option of the Company,  strategic  investors  ("Strategic
Investors")  and the  acquisition  by the Company of a public shell listed on an
exchange  in the United  States of  America  (the  "Public  Shell") in a reverse
takeover  merger  (altogether  with  the  Financings,  the  "Transaction),  such
assistance to be provided  over the period of this  Agreement  (altogether,  the
"Financing").  Kuhns Brothers  assistance with respect to the Financing shall be
on a best efforts basis.

      With  respect to  Financial  Investors,  Kuhns  Brothers  will provide the
following  financial  advisory and  placement  agency  services  relating to the
Financing:

      (i)   provide advice  regarding the financial  structure of the Company or
      its  subsidiaries  or any  projects or programs  undertaken  by any of the
      foregoing;  (ii) assist in structuring  the Financing with respect to what
      is usual and  standard  practice on terms and  conditions  equivalent  for
      organizations  in  similar  financings;  (iii)  assist  in  preparing  and
      documenting the offering  memorandum and related materials relating to the
      Financing;  (iv) when the  structuring  of the  Financing  has  reached an
      appropriate  stage,  assist in the  process  to obtain  and  execute  such
      Financing; and (v) assist in obtaining and executing such Financing on the
      most  favorable  terms  and  conditions  consistent  with  current  market
      conditions and the nature of and risks inherent in the Company.


      With  respect to  Strategic  Investors,  Kuhns  Brothers  will provide the
following services:


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<PAGE>

      (i)   assist in the  evaluation  of a Strategic  Investor from a financial
      point of view; (ii) provide advice and assistance with respect to the form
      and structure of the transaction  involving the Strategic  Investor;  and,
      when  the  structuring  of  the  strategic  relationship  has  reached  an
      appropriate  stage, (iii) act as the Company's agent to assist the Company
      in locating and  obtaining,  on the most favorable  terms and  conditions,
      such  Strategic  Investors  in the form of Company  clients,  customers or
      vendors, and assist the parties to enter into sales, vendor,  licensing or
      related strategic  agreements.  (Such agreements with Strategic Investors,
      whether they result in a financial  investment and or license arrangement,
      sales or vendor agreement or otherwise, shall also be considered Financing
      for purposes of this Agreement.)

      Kuhns  Brothers  shall not be required to undertake  duties not reasonably
within the scope of the  financial  advisory  services in which it is  generally
engaged. In performance of its duties,  Kuhns Brothers shall provide the Company
with the benefits of its best  judgment and efforts,  but it is  understood  and
acknowledged by the parties that the value of Kuhns Brothers'  advice may not be
measurable in a quantitative  manner. Kuhns Brothers does not guarantee that the
Company will receive the valuation for its securities that it desires.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing  financial  advisory services of all types contemplated by
this Agreement to others.  Nothing herein  contained shall be construed to limit
or restrict Kuhns  Brothers or its  affiliates in conducting  such business with
respect to others or rendering such advice to others.

      The  Company  recognizes  and  confirms  that  Kuhns  Brothers,  in acting
pursuant  to this  Agreement,  will be using  information  in reports  and other
information provided by third parties,  including  information provided by or on
behalf of the Company. Kuhns Brothers does not assume responsibility for and may
rely on, without independent verification,  the accuracy and completeness of any
such reports and  information.  The Company hereby warrants that any information
relating to the Company that is  furnished to Kuhns  Brothers by or on behalf of
the Company will be accurate and will not contain any material  misstatements of
fact or omissions. The Company agrees that any information or advice rendered by
Kuhns Brothers or its  representatives  in connection with this Agreement is for
confidential use of the Company's Board of Directors,  management and employees,
as  well  as  attorneys,  accountants  and  other  agents  of the  Company  on a
need-to-know  basis and,  except as otherwise  required by law, the Company will
not, and will not permit any third party to, disclose or otherwise refer to such
advice or  information  in any manner  without  Kuhns  Brothers'  prior  written
consent.

2.    MERGER AND ACQUISITION SERVICES

      Relating to its assistance  with respect to the Financing,  Kuhns Brothers
shall  provide  the  Company  with  services  related to merger and  acquisition
transactions  in the event that at any time during  which this  Agreement  is in
place,  the  Company or any of its  affiliates  shall enter into any "merger and
acquisition  transaction"  as described  below with any party  introduced to the
Company by Kuhns Brothers, directly or indirectly.


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<PAGE>

      For  purposes  of  this  Agreement,   the  term  "merger  and  acquisition
transaction"  means:  (i) any  merger,  consolidation,  reorganization  or other
business combination including strategic partnerships or joint ventures pursuant
to which the  business  or  businesses  of a third  party,  including  projects,
stand-alone  assets or  technologies,  are combined  with that of the Company in
either a direct ownership, joint venture or strategic alliance fashion; (ii) the
acquisition,  directly or  indirectly,  by the  Company of all or a  substantial
portion of the assets or equity of a third party by way of  negotiated  purchase
or otherwise; or (iii) the acquisition, directly or indirectly, by a third party
of all or a substantial portion of the assets or equity of the Company by way of
negotiated purchase or otherwise (the "Transaction(s)").

      Kuhns Brothers' merger and acquisition  services may include, but will not
necessarily be limited to:

      (i)   Assistance  in  the  identification  of  businesses,  organizations,
      assets or technologies that may constitute  potential  Transactions;  (ii)
      assistance in the evaluation of such third parties from a financial  point
      of view;  (iii)  assistance  with respect to the form and structure of the
      Transaction;  (iv)  conducting  discussions and  negotiations  regarding a
      Transaction;  and (v) providing other related advice and assistance as the
      Company may reasonably request in connection with a Transaction.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing merger and acquisition services (of all types contemplated
by this  agreement) to others.  Nothing herein  contained  shall be construed to
limit or restrict Kuhns  Brothers or its affiliates in conducting  such business
with respect to others or in rendering such advice to others.

3.    STRATEGIC PLANNING SERVICES

      Relating to its assistance  with respect to the Financing,  Kuhns Brothers
shall  provide the Company with  strategic  planning  services.  Kuhns  Brothers
strategic planning services shall include, but not be limited to, the following:

      (i)   advice regarding the Company's  business plan; (ii) advice regarding
      formation of the Company's corporate goals and their implementation; (iii)
      advice  regarding  corporate  organization,   personnel  and  the  related
      selection of needed specialty skills; (iv) general corporate documentation
      preparation and assistance,  including  services relating to assisting the
      Company  in  preparation  of its  business  plan  and  related  materials,
      including  regulatory and filing  documentation;  (v) assistance regarding
      preparation and organization of the Company's corporate paperwork.


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<PAGE>

II.   COMPENSATION

      In  consideration  of rendering such  services,  the Company agrees to pay
Kuhns Brothers on the following basis:

(I)   FOR FINANCIAL ADVISORY SERVICES--

      (a)   a  signing  fee of  $50,000,  payable  upon  the  execution  of this
            Agreement;

      (b)   a non-refundable  documentation fee of $30,000,  upon the successful
            purchase  of the Public  Shell,  payable  from the  proceeds  of the
            Equity Financing; and

      (c)   a purchase fee of $120,000,  payable upon the successful purchase of
            the Public Shell, payable from the proceeds of the Equity Financing;
            and

      (d)   a financing fee, payable upon closing(s) of the Financing,  equal to
            the following percentages of the total Financing value:

                ----------------------------------------------
                CORPORATE FINANCING           FEE
                ----------------------------------------------
                Public equity offering        10.00%, plus
                                              warrants
                ----------------------------------------------
                Exercise   of   Warrants   or 10.00%
                Subscription Rights
                ----------------------------------------------

      With  respect to warrants  provided as  compensation  as  indicated in the
table above, the warrant "coverage", that is the percent of the dollar amount of
securities  issued for which Kuhns Brothers  shall receive  warrants to purchase
the  Company's  equity  securities,  shall be 10%. For  example,  if the Company
issues $1 million of common stock with warrants  attached,  Kuhns Brothers shall
receive a warrant to buy $100,000 of common stock with warrants  attached of the
Company.  Such warrant will have a strike price that is 110% of the price of the
equity securities, or underlying equity securities, offered in the Financing, or
in the case of compensation not involving a Financing shall be at a strike price
that is 100% of the  price  of the  Company's  common  stock  as set by the most
recent third party sale, and shall be outstanding for a period of 6 years.

      In connection  with our  financial  advisory  services,  you agree that if
during the period Kuhns  Brothers is retained by you a Financing is  consummated
with a third  party,  acting  either as a  Financial  Investor or as a Strategic
Investor,   who  was  introduced   directly  or  indirectly  by  Kuhns  Brothers
("Introduced  Investors"),  or if the Company enters into a definitive agreement
with Introduced  Investors which at any time thereafter  results in a Financing,
you will pay Kuhns  Brothers a financing fee equal to the fees  indicated  above
with  respect to such  Financing.  It is  understood  that for  purposes of this
Agreement,  Kuhns Brothers shall be deemed to have  introduced  such  Introduced
Investors to the Company not only by physical  introductions  and meetings,  but
also by arranging or facilitating  telephonic or correspondence meetings between
the  parties,  whether  or not Kuhns  Brothers  participated  in such  meetings,
telephone calls or correspondence.


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<PAGE>

      Additionally,  if during 2 years  from the  execution  of this  contract a
Financing is  consummated  with a third party not  introduced  to the Company by
Kuhns  Brothers,  Kuhns  Brothers  will  be  paid  a fee  equal  to  50%  of its
compensation due pursuant to the language above.

      Notwithstanding anything contained herein, Kuhns Brothers' fees payable in
connection with a Financing shall be paid at the level of the compensation table
above at any time as there is a closing  of the  Financing  or  Transaction,  or
tranche  of  the  Financing  or   Transaction,   or   finalization   of  related
documentation or purchase of a Public Shell (the "Closings"),  and at the option
of Kuhns  Brothers,  shall be paid in cash or in the  securities  of the Company
being offered in the Financing.

      In the event that Kuhns  Brothers is successful in raising the  Financing,
but the Company declines to accept the Financing,  Kuhns Brothers will be paid a
fee equal to 50% of its compensation due pursuant to the language above.

(II)  FOR MERGER AND ACQUISITION SERVICES--

      (a)   a merger and acquisition fee equal to the "Lehman  Formula" based on
            $5 million  increments,  that is, 5% of the first $5 million,  4% of
            the  second  $5  million,  etc.,  of the  consideration  paid in the
            Transaction,  or the  Lehman  Formula  of the  equity  value  of the
            organization being acquired, at the option of Kuhns Brothers.

            In the event that Kuhns  Brothers  is  involved  in both  merger and
            acquisition services and financial advisory services with respect to
            a Transaction, Kuhns Brothers shall be paid for each service.

      For purpose of this Agreement,  "consideration" means the aggregate value,
whether in cash,  securities,  assumption  (or  purchase  subject to) of debt or
liabilities  (including,  without  limitation,  indebtedness for borrowed money,
pension  liabilities or guarantees) or other property,  obligations or services,
paid or payable  directly or  indirectly  (in escrow or  otherwise) or otherwise
assumed  in  connection  with a  Transaction,  or the net  present  value of the
estimated  benefits to the Company of any joint venture,  licensing or marketing
agreement  ("Consideration").  The value of Consideration shall be determined as
follows:


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<PAGE>

      (a)   the value of  securities,  liabilities,  obligations,  property  and
            services  shall be the fair market value as shall mutually be agreed
            upon at the date of the closing of the Transaction;

      (b)   the value of indebtedness,  including indebtedness assumed, shall be
            the face amount; and/or

      (c)   the net present  value of the  estimated  benefits to the Company of
            any joint  venture,  licensing or marketing  agreement,  as mutually
            determined by the parties. If the parties cannot come to such mutual
            determination,  the net  present  value  described  above  shall  be
            determined by arbitration.

      If the Consideration payable in a Transaction includes contingent payments
to be calculated by reference to uncertain  future  occurrences,  such as future
financial or business  performance,  then any fees of Kuhns Brothers relating to
such  Consideration  shall  be  payable  at the  time  of the  receipt  of  such
Consideration.

      The Company acknowledges that Kuhns Brothers and its affiliates are in the
business of providing merger and acquisition services (of all types contemplated
by this  Agreement) to others.  Nothing herein  contained  shall be construed to
limit or restrict Kuhns  Brothers or its affiliates in conducting  such business
with respect to others or in rendering such advice to others.

      The Company also  acknowledges that Kuhns Brothers and its affiliates have
or may have ownership interests in businesses, assets or technologies identified
by them or others to the  Company  as  potential  Transactions.  Nothing  herein
contained  shall be construed to limit or restrict the ability of Kuhns Brothers
or its  affiliates  to be  compensated  for  its  ownership  interest  in such a
Transaction  on a basis  separate  and  apart  from the  compensation  described
herein.

      In connection with our merger and acquisition services,  you agree that if
during  the  period  Kuhns  Brothers  is  retained  by  you,  a  Transaction  is
consummated  with a third  party  introduced  by Kuhns  Brothers  or the Company
enters  into a  definitive  agreement  with a third  party  introduced  by Kuhns
Brothers  which  at  any  time  thereafter  results  in  a  Transaction  ("Third
Parties"),  you will pay Kuhns  Brothers a  transaction  fee equal to the Lehman
Formula times the Consideration.

      It is understood that for purposes of this Agreement, Kuhns Brothers shall
be deemed to have  introduced  such  Third  Parties to the  Company  not only by
physical  introductions  and  meetings,  but also by arranging  or  facilitating
telephonic or correspondence meetings between the parties,  whether or not Kuhns
Brothers participated in such meetings, telephone calls or correspondence.


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<PAGE>

      Additionally,  if during the period  Kuhns  Brothers is retained by you, a
Transaction is  consummated  with a third party not introduced to the Company by
Kuhns Brothers,  Kuhns will be paid a fee equal to 50% of its  compensation  due
pursuant to the language above.

(III) FOR STRATEGIC PLANNING SERVICES--

      Upon execution of this Agreement:

      (a)   commencing on upon the closing(s) of the Financing, a non-refundable
            monthly retainer of $10,000 per month will be paid to Kuhns Brothers
            in  arrears  for  work  performed  in this  Agreement  prior  to the
            closing(s) of the Financing; and

      (b)   commencing  upon the closing(s) of the Financing , a  non-refundable
            monthly  retainer of $10,000 per month,  payable on the first of the
            month,  will be paid to Kuhns  Brothers for 24 months for  strategic
            and financial advisory services.

(IV)  FOR EXPENSES--

      (a)   the Company shall pay directly the reasonable  expenses  incurred by
            Kuhns  Brothers  in relation to the  Financing,  including  expenses
            related to Kuhns Brothers' due diligence,  and shall reimburse Kuhns
            Brothers for any expenses  reasonably  incurred by it related to the
            Financing,  subject to such expenses being  authorized in advance by
            the Company (including, without limitation,  reasonable professional
            and  reasonable  legal  fees  and  disbursements  incurred  by Kuhns
            Brothers in connection with its engagement hereunder with respect to
            services  to be rendered by it, as well as any such fees or expenses
            reasonably  incurred  directly by personnel of Kuhns Brothers or its
            agents or  representatives  in connection with work on behalf of the
            Company).

      (b)   In the  event  the  Financing  does  not  close  due  to a  material
            misrepresentation  by the Company that is discovered  during the due
            diligence process, the Company will reimburse Kuhns Brothers for its
            out of pocket expenses, plus a breakage fee of $50,000.

      All  compensation  and expenses will be  reimbursed to Kuhns  Brothers via
      wire transfer. The Firm's wiring instructions are attached as Schedule A.

III.  RIGHT TO BOARD PARTICIPATION OR OBSERVER STATUS

      Kuhns  Brothers  has  the  right,  in  its  sole  discretion,  to  name  a
representative  to the  Company's  board of  directors  during  the time of this
Agreement and for such period of time after the termination of this Agreement as
any Financial or Strategic Investor introduced by Kuhns Brothers owns 5% or more
of the Company's  common stock. In its sole  discretion,  Kuhns Brothers may not
exercise its board participation  right, but shall instead choose to be named an
Observer to the Company's  board of directors.  Observer  status,  if exercised,


                                       13
<PAGE>

shall  entitle  Kuhns  Brothers to be present at all board  meetings,  including
physical and telephonic sessions, as well as to receive all information provided
to the Company's  board  members for such  meetings;  Observer  status shall not
enable Kuhns Brothers to vote or otherwise participate at such board meetings.

IV.   RIGHT TO SUB-CONTRACT OR SYNDICATE

      Kuhns Brothers has the right, in its sole discretion,  to sub-contract any
of its rights to provide  services  hereunder to qualified  third parties in its
sole discretion,  so long as Kuhns Brothers remains the prime contractor of such
services to the Company.  Kuhns Brothers has the right to enter into any finder,
inter dealer or syndication  agreements  with qualified  parties with respect to
placing and arranging the Financing.

V.    ADDITIONAL INVESTMENT BANKING SERVICES

      The Company agrees that Kuhns  Brothers shall have the right,  but not the
obligation,  which right is exercisable in Kuhns Brothers' sole  discretion,  to
provide   investment   banking   services  to  the  Company  on  an  irrevocable
preferential  right of refusal basis to provide such services in relation to the
Company's  financing for the term this Agreement and such  additional  period of
time  as may be  necessary  to  complete  any  project  or  Transaction  already
commenced  pursuant to the  Company's  written  request or  engagement  of Kuhns
Brothers  prior to the  expiration  of such 2 year  period.  Such  services  may
include  underwriting  and  acting  as  a  placement  agent  for  the  Company's
securities on a lead-managed  or co-managed  basis and providing other financial
advisory services. Such right shall terminate with respect to any transaction or
service if the Company shall request Kuhns Brothers to lead such  transaction or
to provide  such  service  and Kuhns  Brothers  shall fail to notify the Company
within  fifteen  (15) days  thereafter  that  Kuhns  Brothers  will  accept  the
engagement.  In the event that Kuhns Brothers  agrees to provide such investment
banking  services,  Kuhns  Brothers  shall be paid as  described in paragraph II
above.  The remaining  terms of such  engagement  shall be contained in specific
engagement agreements relating to the specific transaction.  Notwithstanding the
above or any oral representations or assurances  previously or subsequently made
by the parties, this Agreement does not constitute a commitment by or obligation
of Kuhns Brothers to act as underwriter  or placement  agent in connection  with
any future offering of the Company's corporate securities.  Such a commitment on
the part of Kuhns  Brothers  will  exist  only  upon the  execution  of a final,
written  engagement  agreement  and then only in  accordance  with the terms and
conditions  thereof.  In any event,  Kuhns  Brothers  may  determine in its sole
discretion,  for any reason (including,  without limitation,  the results of its
due  diligence  investigation,  a  material  change in the  Company's  financial
condition;  business  or  prospects,  the  lack of  appropriate  internal  Kuhns
Brothers  committee   approvals  or  then  current  market  conditions)  not  to
participate in such an offering of the Company's  securities.  In the event that
Kuhns  Brothers,  with  respect  to any  particular  transaction,  elects not to
provide  investment  banking or  financial  advisory  services  to the  Company,
nothing  contained  herein shall be deemed to prevent the Company from utilizing


                                       14
<PAGE>

the services of another investment  banking firm for such transaction,  but such
retention of another investment banking firm shall be without prejudice to Kuhns
Brothers' rights hereunder with respect to subsequent transactions.

      Upon  the  successful  execution  of  the  Financing,  Transaction  or any
publicly traded equity or debt capital markets transaction lead or co-managed by
Kuhns Brothers, Kuhns Brothers, in accordance with its customary practices, will
provide  market making and research  services to investors in the  securities of
the Company (subject,  however, to the Company's  continuation of its engagement
of  Kuhns  Brothers  as a  financial  advisor  pursuant  to the  terms  of  this
Agreement) for a period of two years following the closing of such financing and
related  transaction,  and subject to the Firm's  customary  right not to make a
market in such securities at any time or to suspend research coverage).

      For the  purpose of this  agreement,  "cause"  means the  failure by Kuhns
Brothers  to  perform  in  a  material  respect  its  obligations  hereunder  in
accordance  with  the  skill  and  diligence  normally  provided  by  recognized
investment banking companies;  provided,  however,  that the Company shall first
give Kuhns Brothers  reasonable  prior written notice (a minimum of fifteen days
notice) of the  Company's  intent to terminate  the  engagement  (such notice to
specify in  reasonable  detail the facts  alleged to give rise to the  Company's
right to  terminate  for  cause)  and  shall  have  provided  Kuhns  Brothers  a
reasonable   opportunity   to  cure  by   performing   such   obligations   (the
reasonableness  of such  opportunity to be measured not only by Kuhns  Brothers'
ability to perform  during  such  period but also by the  adverse  effect on the
Company resulting from providing such additional period to enable Kuhns Brothers
to perform).

VI.   INDEMNIFICATION

      The Company shall  indemnify  Kuhns Brothers and hold it harmless  against
any and all losses,  claims,  damages or liabilities to which Kuhns Brothers may
become subject  arising in any manner out of or in connection with the rendering
of  service  by  Kuhns  Brothers  hereunder,  unless  it is  finally  judicially
determined that such losses,  claims,  damages or liabilities  resulted from the
gross negligence, bad faith and willful misconduct of Kuhns Brothers.

      The Company shall reimburse Kuhns Brothers promptly for any legal or other
expenses reasonably  incurred by it in connection with investigating,  preparing
to defend or  defending,  or  providing  evidence  in or  preparing  to serve or
serving as a witness with respect to, or  otherwise  relating to, any  lawsuits,
investigations,  claims or other proceedings  arising in any manner out of or in
connection with the rendering of services by Kuhns Brothers hereunder (including
without limitation, in connection with the enforcement of this Agreement and the
indemnification  obligations set forth herein);  provided,  however, that in the
event of a final judicial  determination  is made to the effect specified above,
Kuhns  Brothers  will remit to the  Company any  amounts  reimbursed  under such
paragraph.


                                       15
<PAGE>

      The Company agrees that the indemnification and reimbursement  commitments
set forth in this paragraph  shall apply if either the Company or Kuhns Brothers
is a formal party to any such  lawsuits,  claims or other  proceedings  and that
such commitments  shall extend upon the terms set forth in this paragraph to any
controlling person, affiliate,  director,  officer,  employee, or agent of Kuhns
Brothers (each,  with Kuhns  Brothers,  an  "Indemnified  Person").  The Company
further  agrees that,  without  Kuhns  Brothers'  prior written  consent,  which
consent will not be unreasonably withheld, it will not enter into any settlement
of a lawsuit,  claim or any other  proceeding  arising  out of the  transactions
contemplated by this Agreement  unless such settlement  includes an implicit and
unconditional  release  from the party  bringing  such  lawsuit,  claim or other
proceeding of all Indemnified Persons.

      The Company  further agrees that the  Indemnified  Persons are entitled to
retain  separate  counsel  of their  choice in  connection  with any  matters in
respect of which  Indemnification,  reimbursement  or contribution may be sought
under this  Agreement.  Fees for counsel will be payable only if management  and
counsel to the Company have has been consulted and allowed to participate  fully
in the  selection  of  reasonable  and  appropriate  counsel to the  Indemnified
Person(s).  Each  Indemnified  person  shall give notice to the  Company  within
thirty (30) days of the assertion  against such Indemnified  Person of any claim
or the  commencement  of any action or  proceeding  relating  to any  foregoing,
provided  further  that if the  Indemnified  person fails to notify the Company,
then the Company  shall be relieved  of any  liability  that it may have to such
Indemnified Person as to such claim hereunder.

      The  Company  and Kuhns  Brothers  agree  that if any  indemnification  or
reimbursement   sought  pursuant  to  the  preceding   paragraph  is  judicially
determined to be unavailable for a reason other than the gross  negligence,  bad
faith or  willful  misconduct  of Kuhns  Brothers,  then  whether  or not  Kuhns
Brothers  is the  Indemnified  Person,  the  Company  and Kuhns  Brothers  shall
contribute to the losses,  claims,  damages,  liabilities and expenses for which
such indemnification or reimbursement is held unavailable (i) in such proportion
as is  appropriate  to reflect the  relative  benefits to the Company on the one
hand, and Kuhns Brothers on the other hand, in connection with the  transactions
to  which  such  indemnification  or  reimbursement  relates,  or  (ii)  if  the
allocation  provided  by clause  (i) above is  judicially  determined  not to be
permitted, in such proportion as is appropriate to reflect not only the relative
benefits  referred to in clause (i) but also the relative  faults of the Company
on the one hand,  and Kuhns  Brothers  on the other  hand,  as well as any other
equitable considerations;  provided,  however, that in no event shall the amount
to be contributed by Kuhns Brothers pursuant to this paragraph exceed the amount
of the fees actually received by Kuhns Brothers hereunder.

VII.  MISCELLANEOUS

      Except as  contemplated  by the terms hereof or subpoena issued by a court
of competent jurisdiction, Kuhns Brothers shall keep confidential all non-public
information  provided  to it  by  the  Company,  and  shall  not  disclose  such
information to any third party, other than such of its employees and advisors as
Kuhns Brothers determines to have a need to know.


                                       16
<PAGE>

      Except as required by  applicable  law, any advice to be provided by Kuhns
Brothers under this Agreement shall not be disclosed  publicly or made available
to any  third  parties  without  the  prior  approval  by  Kuhns  Brothers,  and
accordingly  such advice  shall not be relied upon by any person or entity other
than the Company.

      The term of Kuhns  Brothers'  engagement  hereunder  shall extend from the
date hereof until  terminated as set forth below.  Subject to the  provisions of
this  Agreement  that  shall  survive  any  termination  or  expiration  of  the
understanding  between the parties,  either party may terminate  Kuhns Brothers'
engagement  hereunder  at any time by giving  the  other  party at least 10 days
written notice.

      The  Company   agrees  that  Kuhns   Brothers   has  the  right  to  place
advertisements  in financial and other  newspapers  and journals  describing the
Company's  Financing  and  Kuhns  Brothers'  related  services  to  the  Company
hereunder,  provided  that  Kuhns  Brothers  will  submit  a copy  of  any  such
advertisements  to the Company for its prior approval,  which approval shall not
be unreasonably withheld.

      Nothing in this Agreement,  expressed or implied, is intended to confer or
does it confer on any person or entity  other than the  parties  hereto or their
respective successors and assigns, and to the extent expressly set forth herein,
the  Indemnified  Persons,  any  rights or  remedies  under or by reason of this
Agreement  or as a result  of the  services  to be  rendered  by Kuhns  Brothers
hereunder.

      Neither the execution and delivery of this letter Agreement by the Company
nor the consummation of the transactions  contemplated  hereby will, directly or
indirectly,  with or without the giving of notice or lapse of time, or both: (i)
violate any  provisions of the  Certificate of  Incorporation  or By-laws of the
Company; or (ii) violate, or be in conflict with, or constitute a default under,
any agreement, lease, mortgage, debt or obligation of the Company or require the
payment, any pre-payment or other penalty with respect thereto.

      The  invalidity or  unenforceability  of any  provision of this  Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement, which shall remain in full force and effect.

      This Agreement may not be amended or modified  except in writing signed by
each of the  parties  and shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of  Connecticut.  The  Company  and Kuhns
Brothers  hereby  irrevocably  and  unconditionally  consent  to  submit  to the
exclusive  jurisdiction  of the  courts of the State of  Connecticut  and of the


                                       17
<PAGE>

United States District  Courts located in Connecticut for any lawsuits,  actions
or other proceedings  arising out of or relating to this Agreement and agree not
to commence any such lawsuit,  action or other proceeding except in such courts.
The Company  further  agrees that  service of any  process,  summons,  notice or
document by mail, return receipt  requested,  to the Company's address set forth
above shall be  effective  service of process for any  lawsuit,  action or other
proceeding  brought against the Company in any such court. The Company and Kuhns
Brothers  hereby  irrevocably  and  unconditionally  waive any  objection to the
laying of venue of any  lawsuit,  action or other  proceeding  arising out of or
relating  to this  Agreement  in the courts of the State of  Connecticut  or the
United States District  Courts located in the State of  Connecticut,  and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such lawsuit,  action or other proceeding brought in any
such court has been brought in an inconvenient forum. Any right to trial by jury
with  respect  to any  lawsuit,  claim or  other  proceeding  arising  out of or
relating to this  Agreement  or the  services  to be rendered by Kuhns  Brothers
hereunder is expressly and irrevocably waived.

      This  agreement  is subject to the  approval of the board of  directors of
both companies.

      If the  foregoing  correctly  sets forth the  understanding  and agreement
between Kuhns Brothers and the Company, please so indicate in the space provided
for that  purpose  below,  whereupon  this  letter  shall  constitute  a binding
agreement as of the date hereof.

                                                 Kuhns Brothers, Inc.

                                                 By:____________________________
                                                    Name:  John D. Kuhns
                                                    Title: Chairman

AGREED:

By:_________________________________
    Name:
    Title: Chairman of the Board
    Dalian Fushi Bimetallic Manufacturing Company, Ltd


                                       18
<PAGE>

                                   SCHEDULE A

KUHNS BROTHERS ELECTRONIC WIRE TRANSFER INSTRUCTIONS

Please wire funds to:

Bank:  National Iron Bank
       195 Main Street
       Salisbury, Connecticut
Telephone: (860) 435-2581
Account:  Kuhns Brothers, Inc.
Account #:  38718
ABA#:  011102638


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