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Advisory Agreement

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Sectors: Manufacturing
Effective Date: July 03, 2006
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Exhibit 10.14



FINANCIAL ADVISORY AGREEMENT



THIS FINANCIAL ADVISORY AGREEMENT ("Agreement" or "FAA") is made and entered into on this the 3rd of July, 2006, by and among HFG International, Limited, a Hong Kong corporation ("HFG ?), Changshu Huaye Steel Strip Co., Ltd ("CHSS") and Jiangsu Cold-Rolled Technology Co., Ltd ("JCT" and collectively with CHSS, "the Company"), with each Company being organized under the laws of The People's Republic of China.



WITNESSETH:



WHEREAS, the Company desires to engage HFG to provide certain financial advisory and consulting services as specifically enumerated below commencing as of the date hereof related to the Restructuring, the Going Public Transaction and the Post-Transaction Period (each as hereinafter defined), and HFG is willing to be so engaged; and



WHEREAS, HFG will advise the Company with regard to matters related to their efforts to complete a capital raising transaction generating gross offering proceeds of at least $25 million USD to the restructured entity based on a valuation of 12 X (target P/E) June 30, 2006 trailing 12 month U.S. GAAP audited net income of no less than $11 million USD (the "Financing").



NOW, THEREFORE, for and in consideration of the covenants set forth herein and the mutual benefits to be gained by the parties hereto, and other good and valuable consideration, the receipt and adequacy of which are now and forever acknowledged and confessed, the parties hereto hereby agree and intend to be legally bound as follows:



1. Retention . As of the date hereof, the Company hereby retains and HFG hereby agrees to be retained as the Company's exclusive financial advisor during the term of this Agreement. The Company agrees that in the event that the Company reports audited net income of less than $11 million USD for the trailing 12 month period ending June 30, 2006 (the "2006 NI" ) HFG shall have the right to either terminate this Agreement or renegotiate the terms hereof. The Company also acknowledges that HFG shall have the right to engage third parties to assist it in its efforts to satisfy its obligations hereunder. HFG will exercise a good faith effort to help the Company secure the completion of the Financing and Going Public Transaction within 135 days from the date of this Agreement. In its capacity as a financial advisor to the Company, HFG will:



A. Restructuring and Going Public Transaction.




(i) consult on the implementation of a restructuring plan (the "Restructuring") resulting in an organizational structure that will allow the Company to complete the Going Public Transaction; The plan for implementing the Restructuring is set forth in Schedule "A ? Changshu Huaye Steel Strip Going-public Transaction and Capital Raising Proposal ? attached hereto ;





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(ii) assist the Company in evaluating the manner of effecting a going public transaction (a "Going Public Transaction") with a public shell corporation (" Pubco"), domiciled in the United States of America and quoted on the "OTC BB", which is free from any debt (If the Pubco is not free from debt, HFG will be responsible for it and be obligated to solve this issue), resulting in the Company's current shareholders and those investors participating in the Financing owning, in the aggregate, 95.5% of Pubco's issued and outstanding common stock after completion of the Going Public Transaction.



(iii) coordinate all third parties engaged to facilitate completion of the transactions contemplated herein and ensure that such third parties timely perform the tasks for which they are engaged;



(iv) ensure the stability of HFG team members, with the Company having the right to approve any changes to the list of team members set forth on Schedule "B ? hereto ;and



(v) exercise a good faith effort to ensure the Restructuring and the Going Public Transaction are completed in accordance with the time line attached hereto as Schedule "C". HFG agrees that any adjustment to the time line will be explained to the Company in writing, with such adjustments also being subject to the Company's approval.



B. Post Transaction Period




Upon consummation of the Financing and the Going Public Transaction, HFG agrees to:



(i) coordinate and supervise a training program for the purpose of facilitating new management's operation of Pubco. It is HFG's obligation to introduce third party consultants to the Company when needed (all costs and expenses charged by the third party consultants have to be approved by the Company in advance and are the responsibility of the Company or Pubco once such third parties are engaged);



(ii) work with legal counsel to facilitate the changing of Pubco's name, and help obtain a new CUSIP number and stock symbol for Pubco;



(iii) oversee third party development of Pubco's investor relations efforts, which effort shall include (a) establishing a program for communicating with brokerage professionals, investment bankers and market makers; and (b) creating a complete investor relations strategy to be implemented in English and Chinese. Except as otherwise provided for herein, the Company agrees that all costs and expenses charged by investor relations and press relations firms introduced by HFG and engaged by Pubco or the Company will be the sole responsibility of Pubco or the Company; (The detailed arrangement will be based upon the mutually acceptable terms reached by all related parties in a further discussion)



(iv) coordinate with the Company's legal counsel in the preparation and assembly of application materials for the listing of Pubco's common stock on a national exchange or quotation medium that may include, but shall not necessarily be limited to, the American Stock Exchange or the NASDAQ Stock Market;





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(v) act as Pubco's exclusive representative for the purpose of coordinating future capital raising transactions for a period of 24 months following the expiration of the Authorization Period (as hereinafter defined), with all parties agreeing to work together to reach mutually acceptable terms for any future financings.



C. Financing.




HFG will assist the Company in managing the Financing according to the preceding provisions. The Financing will be structured as an all or nothing offering up to $25million USD (the "Minimum Offering") and as a best efforts offering up to $35million USD. The Schedule A will show the detailed information with related to shares percentage hold by the investor and Shell's original shareholders after closing. It is anticipated and HFG will exercise a good faith effort to ensure that the Financing will be undertaken at a valuation of the Company of 12 X (target P/E) June 30, 2006 trailing 12 month U.S. GAAP audited net income. The Company agrees that if the valuation of the Company is at least 11X June 30, 2006 trailing 12 month U.S. GAAP audited net income the Company will be obligated to consummate both the Financing and the Going Public Transaction . If the Company's June 30, 2006 trailing 12 month U.S. GAAP audited net income is less than $11 million or the financing valuation is less than 11 X June 30, 2006 trailing 12 month U.S. GAAP audited net income , the terms of the Financing and Going Public Transaction may be renegotiated by the Company and HFG.



2. Financing Consideration . Subject to provisions of this Agreement, any entity or individual who facilitates the Financing, and is eligible under applicable law, will be paid a cash amount equal to six percent (6%) of the gross proceeds delivered upon consummation of the Financing. If the Financing is accomplished from m
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