Guaranty Agreement among Jilin City Haitian Business Consulting Co., Ltd., Jilin Haitian Industrial Company, Ltd., Wang Xitian, and Jilin Province Huizheng Venture Capital Co.

Summary

This agreement, dated December 15, 2006, is between Jilin City Haitian Business Consulting Co., Ltd. (Party A), Jilin Haitian Industrial Company, Ltd. (Party B), Wang Xitian (Party C), and Jilin Province Huizheng Venture Capital Co. (Party D). Parties C and D guarantee that Party B will fulfill all its obligations, including payment of fees, to Party A under several related business agreements. If Party B defaults, Party A can enforce this guaranty directly against Parties C and D without first seeking legal action against Party B.

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GUARANTY AGREEMENT

This Guaranty Agreement (the "Agreement") is entered into as of December 15^th, 2006, between the following two parties:

PARTY A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD.

LEGAL ADDRESS: No.1-3 South-hanyang Street, Longtan Economic Development Zone, Jilin City, China

PARTY B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.

LEGAL ADDRESS: No.1-3 South-hanyang Street, Longtan Economic Development Zone, Jilin City, China

PARTY C: WANG XITIAN

LEGAL ADDRESS: No.1-3 South-hanyang Street, Longtan Economic Development Zone, Jilin City, China

PARTY D: JILIN PROVINCE HUIZHENG VENTURE CAPITAL CO.

LEGAL ADRESS: No.1-3 South-hanyang Street, Longtan Economic Development Zone, Jilin City, China

WHEREAS, Party A is a wholly foreign owned enterprise registered in The People’s Republic of China (“PRC”) under the laws of the PRC;

WHEREAS, Party B is a domestic company with exclusively domestic capital registered in the PRC and is engaged in the business of manufacturing chemicals (“Business”);

WHEREAS, Party A has established a business relationship with Party B by entering into an Exclusive Business Consulting Agreement dated as of the same date hereof (“Consulting Agreement”), an Operating Agreement dated as of the same date hereof (the “Operating Agreement”), and a Technology Consulting Services Agreement dated as of the same date hereof (“Technology Agreement”) (collectively the foregoing agreements are hereinafter referred to as the “Affiliation Agreements”);

WHEREAS, Party B is an affiliated Chinese entity of Party A;

WHEREAS, pursuant to the Affiliation Agreements between Party A and Party B, Party B shall pay Party A certain fees as set forth in the Affiliation Agreements, and Party B’s daily operations will have a material effect on its ability to pay the fees payable to Party A;

WHEREAS, Party C presently owns 25.89% of the registered capital of Party B;

WHEREAS, Party D presently owns 45.45% of the registered capital of Party B; and

WHEREAS, Parties C and D have agreed to guaranty all of the obligations of Party B to Party A under the Affiliation Agreements including Party B’s payment of fees to Party A in accordance with such agreements.

NOW THEREFORE, Party A, Party B, Party C and Party D through negotiations hereby agree as follows:

1. Each of Party C and Party D hereby, jointly and separately, guaranty to Party A the full performance by Party B of each and every obligation of Party B under each of the Affiliation Agreements. Furthermore, this guaranty is effective on the date hereof whether or not Party B is in default under any obligations under any of the Affiliation Agreements. Moreover, in the event of a default by Party A under any of the Affiliation Agreements, Party A need not secure a judgment or pursue legal recourse against party B prior to enforcing this Guaranty against Parties C and D.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first set forth above.

PARTY A: JILIN CITY HAITIAN BUSINESS CONSULTING CO., LTD


By: /s/ Wang Xitian
Wang Xitian, Chairman and CEO

PARTY B: JILIN HAITIAN INDUSTRIAL COMPANY, LTD.


By: /s/ Wang Xitian
Wang Xitian, Chairman and CEO

PARTY C:


/s/ Wang Xitian
Wang Xitian

PARTY D: JILIN PROVINCE HUIZHENG VENTURE CAPITAL CO.


By: /s/ Wang Xitian
Wang Xitian, Chairman