FORM 8-K  Exhibit 10.1
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                      TRT PROJECT JOINT-OPERATION AGREEMENT


THIS JOINT-OPERATION  AGREEMENT (hereinafter  "Agreement"),  is made and entered
into as of this First day of February, 2007, subject to the approval by Board of
Directors  of both  Parties and their mother  companies  if  applicable,  by and
between:

Shanghai TCH Data  Technology  Co. Ltd.  ("TCH"),  a company duly  organized and
existing  under  the laws of the  People's  Republic  of China  and  having  its
principal  executive office at Suite 301, No.689,  East Laoshan Road, Pudong New
District, Shanghai, People's Republic of China;

                                       And

Xi'an Yingfeng  Science and Technology  Co., Ltd. ( "Yingfeng"),  a company duly
organized  and  existing  under the laws of the  People's  Republic of China and
having its principal executive office at Chang'an International Square, Suite B,
Room 909, No. 88, Nan-Guan-Zheng Street, Xi'an City, Shaanxi Province,  People's
Republic of China, Postal Code: 710068;

          (TCH and Yingfeng shall individually be referred to as a "Party",  and
     collectively as the "Parties".)

                                   WITNESSETH:

WHEREAS,  Both  Parties  are  duly  organized  under  the  applicable  laws  and
regulations  and have full  authority and power to negotiate,  enter and execute
business contracts and agreements; and

WHEREAS, Both Parities have experiences and expertise in designing, constructing
and operating top gas recovery turbine systems ("TRT"); and

WHEREAS,  On September  26, 2006,  Yingfeng  entered the "Contract To Design and
Construct  TRT  Project"  ("Project  Contract")  with  Xingtai  Iron  and  Steel
Company.,Ltd.  ("Xingtai")  to design and  construct  a TRT  system for  Xingtai
(Please see Exhibit A to this Agreement or Exhibit 10.2 to this Form 8-K for the
full text of the Project Contract between Yingfeng and Xingtai); and

WHEREAS,  Yingfeng and TCH would jointly pursue the TRT Project specified in the
aforementioned  Project Contract. TCH would provide the necessary investment and
properties including cash, hardware, software, major components, and equipments;
Yingfeng  would  provide  the  expertise,  skills  and  manpower  in  designing,
installation, maintenance and operation of the TRT system; and

NOW, THEREFORE, intending to be bound, the Parties hereto agree as follows:


                        ARTICLE 1. RIGHTS AND OBLIGATIONS

<PAGE>


SECTION 1.01.
     TCH and  Yingfeng  agree  to  jointly  pursue  the  project  of  designing,
constructing,  installing,  maintaining  and  operating  TRT system for  Xingtai
("Joint Project").

SECTION 1.02 The Rights and Obligations of TCH.
     TCH provide the  investment  and  properties in the TRT Project,  including
cash, hardware, software, equipments, components, and devices that are set forth
in the Project  Contract as necessary and needed in  constructing  and operating
the TRT  system.  The  detailed  list  of the  hardware,  software,  equipments,
components, and devices to be invested by TCH will be presented in the "Property
Item List" recognized and confirmed by both Parties. The Property Item List will
be prepared by TCH and  submitted  for  approval  by both  Parties  prior to the
actual  construction and installation of the TRT system. The items listed in the
Property  Item List will  include,  but no limited to,  tangible and  intangible
properties.

     TCH shall also:

     (1)  Remain in possession of the titles to the  investment  and  properties
          such  as  hardware,  software,  equipments,  components,  and  devices
          invested  by  TCH  in the  Joint  Project,  which  are  listed  in the
          "Property  Item List".  TCH also has the right to transfer  and divide
          the aforementioned properties.
     (2)  Have all the rights,  titles,  benefits and  interests  that  Yingfeng
          originally had under the Project  Contract  including the payment made
          by Xingtai for the TRT system and other property  rights and interests
          specified in the Project  Contract,  except for those rights,  titles,
          benefits and interests set forth in Section 1.03 of this Agreement.
     (3)  Have  the  right  to  monitor  and  oversee  Yingfeng's   conducts  in
          designing, constructing, installing, maintaining and operating the TRT
          system.
     (4)  Have the ownership of all the patents and intellectual property rights
          that  developed  by  Yingfeng  in its  course  of  pursuing  the Joint
          Project.
     (5)  May terminate this Agreement if TCH obtains all the necessary  Chinese
          governmental  approval  and  certifications  required for pursuing TRT
          projects independently.
     (6)  Bear the risk of loss or damage to the properties and capital invested
          by TCH in the Joint Project.
     (7)  Make monthly  payment of Thirty  Thousand RMB Yuan (RMB (Y) 30,000.00)
          to Yingfeng as the  compensation  for  Yingfeng's  efforts in managing
          TCH's properties in the Joint Project.
     (8)  Reimburse  Yingfeng for the costs and expenses incurred in the regular
          maintenance  and operation of the Joint Project  within one week after
          receiving the expense invoice from Yingfeng.

     TCH shall not be required or obligated in any manner to observe, perform or
fulfill any of the conditions or  obligations  in the Project  Contract that are
not specifically imposed on TCH by this Section.

SECTION 1.03. The Rights and Obligations of Yingfeng.
     Yingfeng provides the technical and engineer team,  expertise,  skills, and
all the  manpower to design,  construct,  install,  maintain and operate the TRT
system specified in the Project Contract.

     Yingfeng shall:

     (1)  Undertake  necessary  steps and measures in maintaining  and upgrading
          the TRT system upon the written consent of TCH.

<PAGE>


     (2)  Enter and execute  supplemental  agreements and contracts with Xingtai
          for purpose of carrying out the Joint Project.
     (3)  Exercise the right and power to  designate or remove the  personnel on
          the  work  positions  in  the  Joint  Project,  choose  the  component
          suppliers  and vendors and take other  actions  necessary to carry out
          the Joint Project.
     (4)  Maintain the intactness and safety of the properties  that TCH invests
          and owns in the Joint Project and make reasonable  efforts to maintain
          and  manage  the  properties  invested  and  owned by TCH in the Joint
          Project.
     (5)  Have the  entitlement  to the monthly  payment of Thirty  Thousand RMB
          Yuan (RMB (Y) 30,000.00) made by TCH, as  compensation  for Yingfeng's
          efforts in managing TCH's properties in the Joint Project.
     (6)  Have the  rights  to be  reimbursed  by TCH for the cost and  expenses
          incurred in the regular maintenance and operation of the Joint Project
          within one week after TCH received the expense invoice from Yingfeng.
     (7)  Refrain  from  assigning,   delegating,  or  transfering  any  of  the
          obligations  or  rights  set  forth in this  Agreement  without  TCH's
          express consent.
     (8)  Transmit  to TCH all the  payments  made by Xingtai for the TRT system
          pursuant to the Project  Contract  within Two (2) days after receiving
          them from Xingtai if Xingtai directly wires the payments to Yingfeng's
          account.
     (9)  Provide to TCH a detailed  status report of the Joint Project  without
          concealing or misrepresent any material fact or incident.
     (10) Coordinate and address all the issues involving Xingtai in the pursuit
          of the Joint Project,  such as issues regarding suppliers and vendors,
          etc.
     (11) Pay the tax associated with the Joint Project.

     Yingfeng also remains  fully liable under the Project  Contract to observe,
perform and fulfill all other conditions and obligations in the Project Contract
that are not listed  above and are not  imposed  on TCH by Section  1.02 of this
Agreement.



                    ARTICLE 2. REPRESENTATIONS AND WARRANTIES

SECTION 2.01.
     TCH hereby represents,  warrants, and agrees that:
     (1)  It is duly organized under the applicable laws and regulation;
     (2)  It is in good standing;
     (3)  It has all the necessary power,  right and  authorization to enter and
          execute this Agreement.

SECTION 2.02.
     Yingfeng  hereby  also  represents,  warrants  and agrees  that the Project
Contract are in full force and effect.  Yingfeng further  represents,  warrants,
and agrees that:
     (1)  It is duly organized under the applicable laws and regulation;
     (2)  It is in good standing;
     (3)  It has all the necessary power,  right and  authorization to enter and
          execute this Agreement.


                         ARTICLE 3. TERM AND TERMINATION

<PAGE>


SECTION 3.01.Term.
     This  Agreement and the Joint Project will become fully  effective upon the
final  approval by the Board of Directors  of both Parties and will  continue in
effect thereafter until February 01, 2012, unless otherwise  terminated pursuant
to Section 3.02 of this  Agreement.  Both  Parties may take certain  preliminary
actions to make preparation for the Joint Project prior to the final approval by
the Board,  including selecting and purchasing necessary components and software
for TRT  system,  organizing  and  training  the  technician  team for the Joint
Project  and  developing  the  construction  and  installation  plan for the TRT
system.

SECTION 3.02. Termination.

     This Agreement may be terminated as follows:

     (1) In the event that Yingfeng  fails to perform its obligation to transmit
the payments to TCH as required in Section  1.03(8) of this  Agreement,  causing
TCH material  loss, and fails to make any remedy within two months after receipt
of written  notice  from TCH  specifying  such  failure,  Yingfeng  is deemed in
material breach of this Agreement and TCH may choose to terminate this Agreement
by  notifying  Yingfeng  in  writing  and  Yingfeng  shall be liable for all the
damages caused by its breach.
     (2) In the  event  that TCH fails to  perform  its  obligation  to make the
payment to Yingfeng as required in Section  1.02(7) of this  Agreement,  causing
Yingfeng  material  loss,  and fails to make any remedy  within two months after
receipt of written notice from Yingfeng  specifying such failure,  TCH is deemed
in material  breach of this  Agreement and Yingfeng may choose to terminate this
Agreement  by  notifying  TCH in  writing  and TCH shall be  liable  for all the
damages caused by its breach.
     (3) In the event that either Party fails in any material respect to observe
or perform its obligations  under this Agreement,  which failure is not remedied
in a  reasonable  time,  after  receipt of written  notice  from the other Party
specifying such failure, this Agreement shall automatically terminate.
     (4) Either  Party may,  at its option,  terminate  this  Agreement  without
cause,  effective at any time after the date first written above, upon giving at
least Thirty (30) days prior  written  notice of such  termination  to the other
Party.
     (5) Upon the  completion  of the Term  set  forth in  Section  3.01 of this
Agreement.

SECTION 3.03. Force Majeure.
     Notwithstanding  any other  provision of this  Agreement,  if either TCH or
Yingfeng  is delayed in or  prevented  from  fulfilling  any of its  obligations
hereunder by reason of any cause beyond its reasonable control  (including,  but
not  limited  to acts  of  God,  fire,  third  party  strike,  flood,  delay  of
transportation  or inability to obtain  necessary raw materials  through  normal
commercial  channels),  then that party will not be liable under this  Agreement
for  damages  resulting  from such delay or  failure.  Each Party will  promptly
notify the other upon  becoming  aware of the  occurrence  of any such cause and
will use its  reasonable  best  efforts to minimize  any  resulting  delay in or
interference with the performance of its obligations hereunder.


                          ARTCLE 4. MISCLEANOUS MATTERS

SECTION 4.01. Confidential Information and Publicity.
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     From  time to time  during  the term of this  Agreement  either  Party  may
disclose or make available to the other  Confidential  Information in connection
with activities contemplated  hereunder.  Except as may be required by law or as
may be reasonably necessary to enforce rights hereunder,  each Party agrees that
during the term of this Agreement and  thereafter  (a) it will use  Confidential
Information  belonging to the other solely for the  purpose(s) of this Agreement

<PAGE>

and (b) it will not disclose Confidential  Information belonging to the other to
any third party  without the express  prior  written  consent of the  disclosing
party.  Each party  further  agrees  that  except as  reasonably  necessary  for
performance  hereunder  or  otherwise  expressly  required  by law,  it will not
publicly announce or otherwise  disclose any of the terms and conditions of this
Agreement without the express prior written consent of the other.

SECTION 4.02. Governing Law; Successors and Assigns.
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     This Agreement  shall be governed and construed in accordance with the laws
of the People's Republic of China and shall be binding upon the heirs,  personal
representatives,  executors,  administrators,  successors  and  assigns  of  the
Parties

SECTION 4.03. Entire Agreement.
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     This Agreement constitutes the entire agreement of the Parties with respect
to the subject matter hereof and supersedes and replaces any prior  agreement or
understanding  between the Parties with respect to the  Assignment.  No changes,
alterations or  modifications  hereto shall be effective  unless made in writing
and signed by all the Parties.

SECTION 4.04. Headings and Counterparts.
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     The  headings of the Sections of this  Agreement  are for  convenience  and
shall not by themselves  determine the  interpretation  of this Agreement.  This
Agreement  may be executed  in any number of  counterpart  copies,  all of which
copies shall constitute one and the same instrument.

SECTION 4.05. Independent Counsel.
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     The Parties each  acknowledges  that this  Agreement  has been  prepared on
behalf of TCH by Bernard & Yam, LLP, counsel to TCH, and that Bernard & Yam, LLP
is not representing, and is not acting on behalf of, Yingfeng in connection with
this  Agreement.  Yingfeng has been provided with an opportunity to consult with
its own counsel and its own business,  securities  and tax advisors with respect
to this Agreement.


     IN WITNESS WHEREOF, the Parties hereto have signed this Agreement as of the
date first above written.

SIGNATURE

By:

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                        /s/Hanqiao Zheng
                         Hanqiao Zheng
             Shanghai TCH Data Technology Co., Ltd.


By:

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                         /s/Geyun Wang
                           Geyun Wang
        Xi'an Yingfeng Science and Technology Co., Ltd.