C3 Capital, Limited And Changchun Master Industry Co., Ltd In matter of Yili Master Carborundum Production Co., Ltd. Enter Into Equity Interest Transfer Contract July, 2008 Contents

Yili Master Carborundum Production Co. Ltd (the “Object Company”) has registered with Administration of Industry and Commerce for Yining County, Yili Kazak Autonomous Prefecture, XinJiang Uygur Autonomous Region, registered No. 65402100000504. The Object Company has constructed and is now operating 35,000 tonnes Carborundum Metallurgy Project of YiLi Master (the “Carborundum Project”). At present, a set of 5,500 kilovolt-ampere carborundum metallurgy and production system, corollary producing equipment and infrastructure has been built up, (hereinafter referred to as “Project Phase I”). Phase II of the Carborundum Project plans to make the production capacity of carborundum metallurgy project rise to 15,000 tons per year. Phase III of the Project plans to make the production capacity of carborundum metallurgy project rise to 35,000 tons per yearôand build up a plant which has the capacity to process 5,000 tons granulation and micro mist of carborundum per year.

The registered capital for the Object Company is RMB 3.8 million Yuan which is invested solely by Party B. Party B plans to transfer to Party A all its holding shares of the Object Company (“the Object Equity Interest”). Party A intends to purchase the equity interest.

According to the principle of equality and mutual benefit and through friendly consultation, Party A and Party B agree on the following terms and conditions, in accordance with the Contract Law of the People’s Republic of China, and other applicable Chinese laws and regulations. The parties will abide by and fulfill the Contract in good faith.

“Industrial and commercial administration” (AIC) means the industrial and commercial administration of People’s Republic of China which performs the job of business registration and issues business license.

“Department of Commerce” means Ministry of Commerce of People’s Republic of China, or so far as the examination and approval is concerned, the local department of commerce with competent power of examination and approval.

“Foreign Exchange Administration” means the State Administration of Foreign Exchange and local foreign exchange administrations at all levels.

“Examination and Approval Authority” means the relevant Chinese governmental departments having authority defined by relevant Chinese laws, regulations, regulatory rules and policies to examine and approve the Contract, the equity interest transfer and the capital increase, including but not limited to Ministry of Commerce (MOC),

National Development and Reform Commission (NDRC), State Administration of Foreign Exchange (SAFE), Industrial and Commercial Administration (AIC), etc.

“Capital Increase” means, after Party A accepts the equity interests of the Object Company from Party B, Party A puts additional registration capital into the Object company.

“Encumbrance” shall mean any mortgage, pledge, other security interest, assignment, lien, charge, option, trust interest, pre-emptive right, lease and any other restrictions or conditions.

“Closing date” means the date on which the Object Equity Interest Transfer has performed the formality of alteration registration with the industrial and commercial administration, subject to the date on which the industrial and commercial administration has performed examination and approval procedure and issued new business license to the Object Company.

“New Business License” means the new business license issued by the industrial and commercial administration to the Object Company after completion of the Equity Interest Transfer.

“Disclosed Information” means the related materials, explanation, statement and other information disclosed or made by Party B to Party A or its designated intermediaries during Party A’s due diligence investigation of the object company, the Carborundum project and the object equity interest; or the information disclosed by the Party B to Party A in relation to the object company, the Carborundum project and the object equity interest.

“Employees” mean all personnel who work in the Object Company and have employment relations with or de facto employment relations with the Object Company by the date the contract is executed.

“Force Majeure” means the special events such as earthquake, typhoon, flood disaster, fire disaster, war, political disturbance, etc., or the events defined by Chinese laws and regulations as Force Majeure.

“PRC” or “China” means the People’s Republic of China, and insofar as the Contract is concerned, shall exclude Hong Kong, Taiwan and Macau.

“Tax” means the state or local taxes defined by Chinese laws and regulations, including relevant interest, fine or any other burden imposed by any government authorities in relation to such taxes.

The equity interest transfer and the Contract have been examined and approved by all examination and approval authorities. Party A and Party B have duly opened bank accounts which are used to pay and receive the price of the equity interest.

The flaws, defects of the Object Company discovered in the course of the due diligence investigation and in the course of the handover and operation, have all been solved in a way accepted by Party A or have been provided guarantee as per requirement of Party A.

The representations and statements made by Party B in the Contract are all true and correct.

Within 3 days after the competent department of commerce has approved the equity interest transfer and the competent authority has issued new approval certificate of foreign invested enterprise to the Object Company as per the said approval, Party A shall pay 50% (first payment) of the equity interest transfer price to Party B.

Within 3 days after the industrial and commercial alteration registration procedure has been duly performed and the Object Company has obtained new business license, Party A shall pay 40% (second payment) of the equity interest transfer price to Party B.

The arrears of equity interest transfer price are used as Party B’s deposit. After the obligations under Article 27, 28 have been fulfilled and within 3 days after Party A confirms in writing that the Carborundum Project operates legally and no significant issue exists in the facilities and equipments, Party A shall pay the arrears of the equity interest transfer price to Party B.

Party B has already performed all the obligations stipulated by this contract and the statements and guarantees made by Party B in this contract are all true and correct.

The approval procedures including the project approval, environmental protection, construction and planning required for the construction and operation of the continual project of the first phase Carborundum Project and the follow-up projects have been performed and the follow-up project construction can be started legally.

The debts of the Object Company before the closing date have been fully paid off by Party B or Party B has provided adequate guarantee for the debt as mentioned before.

Party B commits that, after the execution of this Contract, all assets or any documents (including electronic data and written materials) of the Object Company, shall be kept in full and safe condition and checking procedure shall be conducted.

Upon the Contract coming into force, Party A and Party B shall form a checking team and work together to do the checking work relating to the Object Company.

The checking work shall include but not limited to:

All the official seals, financial seals and contract seals and other seals of the Object Company;

All certificates and licenses of the Object Company;

The assets of the Object Company;

The financial books and the accounting records of the Object Company;

All documents on the archives of the Carborundum Project (including but not limited to the project application, feasibility study report, preliminary design report, engineering drawings, equipment drawings, all competent authorities’ replies, permits, records or acceptance documents relating to the Carborundum Project);

All contracts for which the Object Company is one party (including but not limited to Engineering Construction Contract, Equipment Purchase Contract and Installation Contract, Electricity Provision contract, Raw Materials Purchase Contract, Product Sales Contract and Loan Contracts) ;

Other check and handover procedures reasonably required by Party A.

The check and handover work shall be completed within seven days after the Contract is effective. The completion of the check and handover work shall be confirmed by the representatives of both parties in writing.

After the completion of the handover, the parties shall draw up detailed list of the handover items which shall be confirmed by representatives of both parties.