Unassociated Document


    GUARANTY
      

    


    1. Identification.

    


    This
      Guaranty (the "Guaranty"), dated as of August 2, 2007, is entered into by
Perfect
      Dream Limited, a British Virgin Islands corporation, Goldenway Nanjing Garments
      Company Limited, a People’s Republic of China corporation, Nanjing New-Taliun
      Garments Company Limited, a People’s Republic of China corporation,
      (each a
“Guarantor”), for the benefit of the parties identified on Schedule A hereto
      (each a “Lender” and collectively, the "Lenders").

    


    2. Recitals.

    


    2.1 Guarantor
      is a direct or indirect subsidiary of Ever-Glory International Group, Inc.,
      a
      Florida corporation (“Parent”). The Lenders have made, are making and will be
      making loans to Parent (the "Loans"). Guarantor will obtain substantial benefit
      from the proceeds of the Loans.

    


    2.2 The
      Loans
      are and will be evidenced by certain promissory Notes (collectively, “Note” or
“Notes") issued by Parent on, about or after the date of this Guaranty pursuant
      to subscription agreements dated at or about the date hereof (“Subscription
      Agreements”). The Notes are further identified on Schedule A hereto and were and
      will be executed by Parent as “Borrower” or “Debtor” for the benefit of each
      Lender as the “Holder” or “Lender” thereof.

    


    2.3 In
      consideration of the Loans made and to be made by Lenders to Parent and for
      other good and valuable consideration, and as security for the performance
      by
      Parent of its obligations under the Notes and as security for the repayment
      of
      the Loans and all other sums due from Debtor to Lenders arising under the Notes,
      Subscription Agreements and any other agreement between or among them relating
      to the foregoing (collectively, the "Obligations"), Guarantor, for good and
      valuable consideration, receipt of which is acknowledged, has agreed to enter
      into this Guaranty. Obligations include all future advances by Lenders to Parent
      made by Lenders pursuant to the Subscription Agreement. 

    


    2.4 The
      Lenders have appointed Eliezer Drew as Collateral Agent pursuant to that certain
      Collateral Agent Agreement dated at or about the date of this Agreement
      (“Collateral Agent Agreement”), among the Lenders and Collateral
      Agent.

    


    3. Guaranty.

    


    3.1 Guaranty.
      Guarantor hereby unconditionally and irrevocably guarantees, jointly and
      severally with any other Guarantor, the punctual payment, performance and
      observance when due, whether at stated maturity, by acceleration or otherwise,
      of all of the Obligations now or hereafter existing, whether for principal,
      interest (including, without limitation, all interest that accrues after the
      commencement of any insolvency, bankruptcy or reorganization of Parent, whether
      or not constituting an allowed claim in such proceeding), fees, expense
      reimbursements, liquidated damages, indemnifications or otherwise (such
      obligations, to the extent not paid by Parent being the “Guaranteed
      Obligations”), and agrees to pay any and all reasonable costs, fees and expenses
      (including reasonable counsel fees and expenses) incurred by Collateral Agent
      and the Lenders in enforcing any rights under the guaranty set forth herein.
      Without limiting the generality of the foregoing, Guarantor’s liability shall
      extend to all amounts that constitute part of the Guaranteed Obligations and
      would be owed by Parent to Collateral Agent and the Lenders, but for the fact
      that they are unenforceable or not allowable due to the existence of an
      insolvency, bankruptcy or reorganization involving Parent.

     

    
      
         

      

      
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    3.2 Guaranty
      Absolute.
      Guarantor guarantees that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Notes, regardless of any law, regulation or
      order now or hereafter in effect in any jurisdiction affecting any of such
      terms
      or the rights of Collateral Agent or the Lenders with respect thereto. The
      obligations of Guarantor under this Guaranty are independent of the Guaranteed
      Obligations, and a separate action or actions may be brought and prosecuted
      against Guarantor to enforce such obligations, irrespective of whether any
      action is brought against Parent or any other Guarantor or whether Parent or
      any
      other Guarantor is joined in any such action or actions. The liability of
      Guarantor under this Guaranty constitutes a primary obligation, and not a
      contract of surety, and to the extent permitted by law, shall be irrevocable,
      absolute and unconditional
      irrespective of, and Guarantor hereby irrevocably waives any defenses it may
      now
      or hereafter have in any way relating to, any or all of the
      following:

     

    (a)
      any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from the Notes, including, without limitation, any increase
      in the Guaranteed Obligations resulting from the extension of additional credit
      to Parent or otherwise;

     

    (b)
      any
      taking, exchange, release, subordination or non-perfection of any Collateral,
      or
      any taking, release or amendment or waiver of or consent to departure from
      any
      other guaranty, for all or any of the Guaranteed Obligations;

    


    (c)
      any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of Parent.

    


    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by Collateral Agent, the Lenders or any other entity
      upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
      (and whether as a result of any demand, settlement, litigation or otherwise),
      all as though such payment had not been made.

     

    3.3 Waiver.
      Guarantor hereby waives promptness, diligence, notice of acceptance and any
      other notice with respect to any of the Guaranteed Obligations and this Guaranty
      and any requirement that Collateral Agent or the Lenders or exhaust any right
      or
      take any action against any Borrower or any other person or entity or any
      Collateral. Guarantor acknowledges that it will receive direct and indirect
      benefits from the financing arrangements contemplated herein and that the waiver
      set forth in this Section 3.3
      is
      knowingly made in contemplation of such benefits. Guarantor hereby waives any
      right to revoke this Guaranty, and acknowledges that this Guaranty is continuing
      in nature and applies to all Guaranteed Obligations, whether existing now or
      in
      the future.

     

    3.4
      Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and effect
      until the later of the indefeasible cash payment in full (or conversion of
      Notes
      to common stock) of the Guaranteed Obligations and all other amounts payable
      under this Guaranty, the Subscription Agreements and Notes, (b) be binding
      upon
      Guarantor, its successors and assigns and (c) inure to the benefit of and be
      enforceable by the Lenders and their successors, pledgees, transferees and
      assigns. Without limiting the generality of the foregoing clause (c), any
      Lender may pledge, assign or otherwise transfer all or any portion of its rights
      and obligations under this Guaranty (including, without limitation, all or
      any
      portion of its Notes owing to it) to any other Person, and such other Person
      shall thereupon become vested with all the benefits in respect thereof granted
      such Collateral Agent or Lender herein or otherwise.

     

    3.5
      Subrogation.
      No
      Guarantor will exercise any rights that it may now or hereafter acquire against
      the Collateral Agent or any Lender or other Guarantor (if any) that arise from
      the existence, payment, performance or enforcement of such Guarantor’s
      obligations under this Guaranty, including, without limitation, any right of
      subrogation, reimbursement, exoneration, contribution or indemnification,
      whether or not such claim, remedy or right arises in equity or under contract,
      statute or common law, including, without limitation, the right to take or
      receive from the Collateral Agent or any Lender or other Guarantor (if any),
      directly or indirectly, in cash or other property or by set-off or in any other
      manner, payment or security solely on account of such claim, remedy or right,
      unless and until all of the Guaranteed Obligations and all other amounts payable
      under this Guaranty shall have been indefeasibly paid in full in cash or
      converted to common stock, as applicable. 

     

    
      
         

      

      
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    3.6
      Maximum
      Obligations.
      Notwithstanding any provision herein contained to the contrary, Guarantor’s
      liability with respect to the Obligations shall be limited to an amount not
      to
      exceed the amounts due on the Notes.

     

    4. Miscellaneous.
      

     

    4.1 Expenses.
      Guarantor shall pay to the Lenders, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys' fees, legal
      expenses and brokers' fees, which the Lenders may incur in connection with
      exercise or enforcement of any the rights, remedies or powers of the Lenders
      hereunder or with respect to any or all of the Obligations.

    


    4.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Lenders and no failure by the Lenders to exercise,
      or
      delay by the Lender in exercising, any right, remedy or power hereunder shall
      operate as a waiver thereof, and no single or partial exercise thereof shall
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy or power of the Lenders. No amendment, modification or waiver
      of
      any provision of this Guaranty and no consent to any departure by Guarantor
      therefrom, shall, in any event, be effective unless contained in a writing
      signed by the Majority in Interest (as such term is defined in the Collateral
      Agent Agreement) or the Lender or Lenders against whom such amendment,
      modification or waiver is sought, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      given. The rights, remedies and powers of the Lenders, not only hereunder,
      but
      also under any instruments and agreements evidencing or securing the Obligations
      and under applicable law are cumulative, and may be exercised by the Lenders
      from time to time in such order as the Lenders may elect.

    


    4.3 Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made under this
      Section:

     

    
      	To Parent: 	 	Ever-Glory International Group, Inc.,

              100
                N. Barranca Ave # 810 

              West
                Covina, CA 91791, 

              Attn:
                Edward Kang 

              telecopier:
                (626)839-9118

            


    

    
       

      
        	With a copy by fax to:	 	Attn: Edgar D. Park, Esq.
                
                Richardson
                  & Patel LLP

                10900
                  Wilshire Boulevard, Suite 500

                Los
                  Angeles, CA 90024

                Fax:
                  (310) 208-1154

              


      

      
         

        
          	To Lenders:	 	To the addresses and fax numbers
                  set
                  
                  forth
                    on the signature pages
                    hereto.

                


        

        
           

          
            
               

            

            
              3

              
                

              

            

            
               

            

          

           

          
            	To Collateral
                    Agent:  	 	
                    Eliezer
                      Drew
                      
                      551
                        Fifth Avenue, Suite 1601

                      New
                        York, New York 10176

                      Fax:
                        (212) 697-357

                    

                  


          

          
             

            
              	
                      If
                        to Parent, Guarantor, Lender or

                      Collateral
                        Agent, with a copy by fax to:

                    


            

            
               

              
                	 	 	
                        
                          Grushko
                            & Mittman, P.C.

                          551
                            Fifth Avenue, Suite 1601

                          New
                            York, New York 10176

                          Fax:
                            (212) 697-3575

                        

                      


              

               

              Any
                party
                may change its address by written notice in accordance with this
                paragraph.

            

          

        

      

    

    


    4.4 Term;
      Binding Effect.
      This
      Guaranty shall (a) remain in full force and effect until payment and
      satisfaction in full of all of the Obligations; (b) be binding upon Guarantor
      and its successors and permitted assigns; and (c) inure to the benefit of the
      Lenders and their respective successors and assigns. All
      the
      rights and benefits granted by Guarantor to the Collateral Agent and Lenders
      hereunder and other agreements and documents delivered in connection therewith
      are deemed granted to both the Collateral Agent and Lenders. Upon the payment
      in
      full of the Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
      will, upon Guarantor's request and at Guarantor's expense, execute and deliver
      to Guarantor such documents as Guarantor shall reasonably request to evidence
      such termination, all without any representation, warranty or recourse
      whatsoever.

    


    4.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Guaranty have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    4.6 Governing
      Law; Venue; Severability.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts or choice of law.
      Any legal action or proceeding against Guarantor with respect to this Guaranty
      may be brought in the courts of the State of New York or of the United States
      for the Southern District of New York, located in the County of New York, and,
      by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts
      for itself and in respect of its property, generally and unconditionally, the
      jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any
      objection which they may now or hereafter have to the laying of venue of any
      of
      the aforesaid actions or proceedings arising out of or in connection with this
      Guaranty brought in the aforesaid courts and hereby further irrevocably waives
      and agrees not to plead or claim in any such court that any such action or
      proceeding brought in any such court has been brought in an inconvenient forum.
      If any provision of this Guaranty, or the application thereof to any person
      or
      circumstance, is held invalid, such invalidity shall not affect any other
      provisions which can be given effect without the invalid provision or
      application, and to this end the provisions hereof shall be severable and the
      remaining, valid provisions shall remain of full force and effect.

    


    4.7 Satisfaction
      of Obligations.
      For all
      purposes of this Guaranty, the payment in full of the Obligations shall be
      conclusively deemed to have occurred when either the Obligations have been
      indefeasibly paid in cash or all outstanding Notes have been converted to common
      stock pursuant to the terms of the Notes and the Subscription
      Agreements.

     

    
      
         

      

      
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    4.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

    


    


    


    [THE
      BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Guaranty, as of the date first
      written above.

     

    
      	“GUARANTOR”	 	“GUARANTOR”
	Perfect Dream Limited	 	Goldenway Nanjing Garments Company
              Limited
	a British Virgin Islands
              corporation	 	a People’s Republic of China
              corporation,
	 	 	 
	By:
              _____________________________________ 	 	By:
              __________________________________
	Its:
              _____________________________________ 	 	Its:
              ___________________________________


    

     

    
      
        	“GUARANTOR”	 	 
	
                Nanjing
                  New-Talium Garments Company Limited 

                a
                  People’s Republic of China corporation,

              	 	 
	 	 	 
	By:
                _____________________________________ 	 	By:
                __________________________________
	Its:
                _____________________________________ 	 	Its:
                ___________________________________


      

    

    


    


    APPROVED
      BY “LENDERS”:


    
       

      
        	CHESTNUT RIDGE PARTNERS L.P.	 	ALPHA
                CAPITAL ANSTALT
	 	 	 
	____________________________	 	____________________________
	
                By:

                Its:

              	 	
                By:

                Its:

              


      

       

      
        
          	WHALEHAVEN CAPITAL FUND LIMITED	 	RONALD
                  C. PASTERNAK
	 	 	 
	____________________________	 	____________________________
	
                  By:

                  Its:

                	 	
                  By:

                  Its:

                


        

        
           

          
            
              	JONATHAN BLAUSTEIN	 	ELLIE
                      KATZ
	 	 	 
	____________________________	 	____________________________
	
                      By:

                      Its:

                    	 	
                      By:

                      Its:

                    


            

             

             

             

          

        

      

    

    This
      Guaranty Agreement may be signed by facsimile signature
      and

    delivered
      by confirmed facsimile transmission.

     

    
      
         

      

      
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    SCHEDULE
      A TO GUARANTY

     

    
      	
              Lender

            	 	
              Note
                Principle

            	 	
              Warrants

            	 
	
              Chestnut
                Ridge Partners L.P.

              50
                Tice Blvd.

              Woodcliff
                Lake , N. J. 07677

              Attn:
                Kenneth Holz CFO

              Fax:
                (201) 802-9450

            	 	
              $

            	
              1,300,000

            	 	
            	
              5,909,091

            	 
	
              Alpha
                Capital Anstalt

              Pradafant
                7

              9490
                Furstentums

              Vaduz,
                Lichtenstein

              Fax:
                011-42-32323196

            	 	
              $

            	
              250,000

            	 	 	
              1,136,364

            	 
	
              Whalehaven
                Capital Fund Limited

              c/o
                FWS Capital Ltd.

              3rd
                Floor, 14 Par-Laville Road

              Hamilton,
                Bermuda HM08

              Fax:
                (441) 295-5262 

            	 	
              $

            	
              250,000

            	 	 	
              1,136,364

            	 
	
              Ronald
                C. Pasternak

              325
                Howard Ave.

              Fairlawn
                , New Jersey 07410 

              Fax:
                (201) 791-3848

            	 	
              $

            	
              100,000

            	 	 	
              454,545

            	 
	
              Jonathan
                Blaustein 

              544
                Asbury Street

              New
                Milford , NJ 07646

              Fax:
                (928) 438-4763

            	 	
              $

            	
              50,000

            	 	 	
              227,273

            	 
	
              Ellie
                Katz

              191
                Walnut St

              Englewood,
                NJ 07631

              Fax:
                (201)568-6234

            	 	
              $

            	
              50,000

            	 	 	
              227,273

            	 


    

    


    
      
         

      

      
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