AMENDMENT NO. 1

                                 AMENDMENT NO. 1

                                       TO

                                 NT HOLDING CORP

                                       AND

                        SHANXI JINHAI METAL GROUP LIMITED

                             JOINT VENTURE AGREEMENT

This Amendment No. 1 ("Amendment") to the Joint Venture Agreement between NT
Holding Corp ("NT") and Shanxi Jinhai Metal Group, Limited ("Jinhai") dated as
of March 12, 2006 (the "Agreement") is entered into as of this 27th day of June
2006. The purpose of this Amendment is to amend certain aspects of the
Agreement. Any and all aspects of the Agreement not addressed by this Amendment,
including all rights and obligations of each of the parties, shall remain
unchanged and shall have the same force and effect as in the original Agreement.

      1.    NT has formed a company organized under the laws of China under the
            name of American-Asia Metallurgical Industry Limited ("AAMI"). AAMI
            is a 100% subsidiary of NT. Jinhai shall issue shares of Jinhai to
            AAMI such that the net result shall be that AAMI shall own 58% of
            the equity of Jinhai in exchange for the consideration set forth in
            the Agreement. The transaction will thus be structured as an
            acquisition, not as a joint venture.

IN WITNESS WHEREOF, the duly authorized representatives of each of the parties
hereto have hereunder set their respective hands as of this 27th day of June,
2006.

NT HOLDING CORP                    SHANXI JINHAI METAL GROUP LIMITED

         /s/ Xxxx Xx Tsun                   /s/ Xue Xxx Xxxx
By:______________________          By:______________________________
         Xxxx Xx Xxxx                       Xxx Xxx Xxxx
         CEO