China Power Technology, Inc.: Exhibit 10.12 - Filed by newsfilecorp.com






Exhibit 10.12

	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


 

Contract No.: ZD7601200828152601


 

 

Shanghai Pudong Development Bank 

 

 

Maximum Mortgage Loan Contract 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


Maximum Mortgage Loan Contract 

Mortgagor: Henan Kaifeng Desheng Boiler Co., Ltd. 

Mortgagee: Shanghai Pudong Development Bank, Zhengzhou
Branch 

Whereas: 

To insure that the debtor fulfills its obligations under the
master contract (refer to article ten) and to insure the obligee’s rights of the
loaner, the mortgagor voluntarily provides security guarantee with the mortgaged
property and bears guarantee obligations of all debts under the master contract.


The mortgagee, after scrutiny, agrees to accept the security
guarantee of the mortgagor. To clarify rights and obligations, the two parties
hereby sign this contract. 

Article I Mortgaged Property 

Refer to article X. 

Article II Principal Obligee’s Rights and
Security Guarantee 

	I. 	Obligee’s Rights Guaranteed 
	 	 
	(1) 	Details for obligee’s rights guaranteed are
      prescribed in article ten. 
	(2) 	“Maturity” and “expiration” include announcing
      acceleration of maturity by the loaner. 


II. Coverage of the Guarantee 

In addition to the principal obligee’s rights in the contract,
coverage of guarantee also includes interest (including “bank interest”,
“default interest” and “compound interest”), penalty, damages, handling charges,
insurance premiums, other expenses arising from the contract, expenses from
realizing guarantee of rights and obligee’s rights by the mortgagee (including
but not limited to disposal expenses, taxes, litigation costs, auction fee,
expenses of execution, legal fee and traveling expenses), and the additional
amount of security asked by the loaner after execution of the master contract.


III. Priority of Compensation 

The mortgagee shall be entitled to the priority of
compensation. The mortgagee may directly exercise lien under the contract
without exercising other guarantee of right (if any) for the debtor. The
mortgagor agrees that in any cases, no exercising or delayed exercising of
rights (including but not limited to obligee’s rights, security interest and
remedial rights of default) by the mortgagee does not constitute delaying in or
abandon its rights, and does not prevent the mortgagee from exercising its
rights under the contract. 

IV. Changes of Master Contract 

The rights and interest of mortgagee shall not be affected by
grace period provided by the mortgagee to the mortgagor, any extended repayment,
revision, change or substitution of master contract by the mortgagee and the
debtor. Any occurrences herein shall be regarded as being approved by the
mortgagor, and shall not hinder the fulfillment of obligation of the mortgagor.
On condition that the master contract includes opening letter of credit, letter
of guarantee or standby letter of credit, the loaner and the debtor may make any
revision to the clauses hereinbefore, without obtaining the approval of or
informing the mortgagor. The mortgagor’s obligation shall not be reduced. 

Article III Registration of Mortgaged Property


I. The mortgagor shall handle registration formalities
of the mortgaged property in property management authorities with the mortgagee, and deliver to the
mortgagee guaranteed mortgage certificate and ownership certificate of the
property upon the execution of the contract. 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


At the instance of the mortgagee, the mortgagor shall handle
enforceable notarization in the designated notary organ. The mortgagor shall
voluntarily accept its execution. 

II. Before the maturity of the contract, on condition
that a confirmed registration is needed for maximum mortgage subject to the law
of PRC, local regulations of the place of the mortgaged property, or regulatory
documents, the mortgagor shall unconditionally handle confirmed registration
formalities as required by the mortgagee. 

III. Upon the maturity of the contract, on
condition that the debtor and/or the mortgagor repay all debts guaranteed, the
mortgagor shall deliver written application to the mortgagee within seven
workdays of the bank. The mortgagor shall handle cancellation procedures after
verification of the mortgagee and delivery of mortgage certificate and other
certificates (if any). 

Article IV Insurance of Mortgaged Property


I. Mortgagor’s obligations over the mortgaged property:


	 	(1) 	The mortgagor shall, as required by the mortgagee, handle insurance in
      the company and with the coverage affirmed by the mortgagee, and with the
      mortgagee as the insured or the first beneficiary within five days upon
      the execution of the contract. 
	 	 	 
	 	(2) 	On condition that the mortgagee may not be the insured or first
      beneficiary, the mortgagor shall handle formalities for interest
      assignment or change subject to clause (3) hereinafter. 
	 	 	 
	 	(3) 	On condition that the mortgagor has handled insurance before the
      signing of the contract, the mortgagor shall assign all the rights and
      interests (including all claims and payment of premiums) in the “insurance
      contract” to the mortgagee, or handle formalities for insurance interests
      assignment or change with the mortgagee as the insured or first
      beneficiary within five days upon the execution of this contract. The
      mortgagor shall regain its insurance interests after repayment of
      guarantee and make annotation on the insurance policy and the insurance
      contract. 


II. The amount insured shall not be less than the
amount of obligee’s rights guaranteed by the mortgaged property. The expiration
date of insurance shall be six months later than the fulfillment of obligations
under the master contract. Before full repayment of the debts under the master
contract, the mortgagee has the right to require the mortgagor to continue
buying insurance as prescribed hereon, until full repayment of debts under the
master contract. 

III. Before full repayment of debts by the
debtor, in case of any insurance accident, all rights and interests under the
insurance contract shall be accepted and allocated by the mortgagee. The premium
and compensation shall be deposited to the account designated by the mortgagee
as hypothecated assets under the master contract, and be paid upon the full
repayment in advance or maturity of debts. Any balance shall belong to the
mortgagor after full repayment of debts. On condition that the premium paid by
the insurance company is not sufficient to cover the total damage or the damage
is beyond insurance coverage, the mortgagee has the right to require the
mortgagor pay additional compensation or add additional guarantee. 

IV. The mortgagor shall deliver the original copy
of “insurance contract” or other related legal documents to the mortgagee, pay
premium and other expenses on time, comply with all requirements in the
“insurance contract”, and provide the latest payment receipt of premium and any payment receipt related to insurance policy and
premium. 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


V. The mortgagor shall not make or permit others
to make any revisions or changes to the “insurance contract” and other legal
documents, relieve the obligation of insurance company, exercise the rights of
termination of legal documents hereinbefore, abandon claims over default of
legal documents, or violate obligations prescribed in the “insurance contract”.


VI. On condition that the mortgagor does not
fulfill its obligations, the mortgagee shall buy insurance for the mortgagor
(voluntarily). Expenses related shall be delivered to the mortgagee within seven
days upon the acceptance of notice. 

VII. The mortgagor shall pay premiums on time,
and shall not suspend insurance. Otherwise, the mortgagee has the right to buy
insurance for the mortgagor and pay premiums. The mortgagor shall pay the
mortgagee fees and interests within seven days upon the notice of the mortgagee.


Article V Handling of Gage

I. On condition of any cases hereinafter, the
mortgagee has the right to handle the gage in accordance with law to gain lien
or replenish security. 

	(1) 	Default of master contract by the debtor. 
	 	 
	(2) 	Occurrence of event where the loaner may realize obligee’s rights
      under the master contract. 
	 	 
	(3) 	Default by the mortgagor. 


II. When realizing its obligee’s rights, the
mortgagee has the right to make agreement with the mortgagor to be compensated
by keeping the gage or proceeds from auction; on condition of failure to make
agreement, the mortgagee shall file a case to the People’s Court. 

After the gage is set off, auctioned or sold, the part of the
value amount exceeding the amount of the obligee’s right shall be owned by the
mortgagor, the short part shall be satisfied by the debtor. 

III. After handling of the gage, on condition of
advances by the mortgagee, the proceeds from the gage shall be paid for full
repayment of debts; on condition of no advances from the mortgagee, the proceeds
shall be incorporated into security account set by the mortgagee for the debtor,
as repayment or security for advances from the mortgagee. 

Article VI Representations and Warranties


I. Representations and Warranties of the
Mortgagor 

	(1) 	The mortgagor is an independent legal subject, with necessary rights
      and capabilities for the contract. The mortgagor may fulfill obligations
      in the contract on its own behalf and bear civil liability. 
	 	 
	(2) 	The mortgagor has the right to sign the contract and has all warrants
      and authority required to sign the contract. Clauses in the contract are
      real intention of, and have legal binding effect on the mortgagor. 
	 	 
	(3) 	The mortgagor pledges to observe laws and regulations. The signing and
      fulfillment of the contract do not violate laws (“laws” refer to national
      and local laws, regulations, rules, local regulations and judicial
      interpretation), rules, related documents, judgments and adjudications,
      and do not contradict with any contracts, agreements or other obligations
      signed by the mortgagor. 
	 	 
	(4) 	The mortgagor pledges all financial statements (if any) provided
      herein comply with laws and regulations of PRC (excluding Hong Kong, Macau
      and Taiwan), all statements are true and complete in reflecting financial situation of
      the mortgagor, and all materials, documents and information related to the
      contract and gage are true, effective, accurate and complete. 







	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 



	(5) 	The mortgagor pledges to handle filing, registration and information
      disclosure to insure the effectiveness of the contract, and pay for all
      the taxes and expenses. 
	 	 
	(6) 	No harmful changes occur in operation and financial situation of the
      mortgagor since the submission of the latest audited financial statement.
    
	 	 
	(7) 	The mortgagor has informed the mortgagee with all information needed
      for the decision of signing the contract. 
	 	 
	(8) 	The mortgagor pledges no occurrence of default (including but not
      limited to wages, Medicaid, disability grant, pension costs and
      compensation) during the fulfillment of the contract. 
	 	 
	(9) 	The mortgagor pledges no occurrence of unfavorable incidents for its
      contractual capacity. 


II. Further Representations and Warranties of the
Mortgagor 

	(1) 	Upon the execution of the contract, no unknown lien and other security
      interests occur on the gage. Within the duration of the contract, the
      mortgagor shall not exercise lien and other security interests to any
      third party in any form without written approval from the mortgagee and
      provision in the contract. 
	 	 
	(2) 	The mortgagor pledges to have fulfilled, or will fulfill the
      obligations in the “land-use right assignment (transfer) contract” signed
      for obtaining land-using right hereinbefore. On condition that the
      land-use right in the contract means allocated land-use right, the
      mortgagor pledges to have obtained approval from land administration
      department, and paid full price of land in accordance with land transfer
      payment prescribed by land administration department. 
	 	 
	(3) 	The mortgagor pledges to pay land transfer fee, relocation fee,
      relative fee, land-use fee and other fees related to land-use right of the
      gage on time in accordance with “land assignment (transfer) contract”.
  
	 	 
	(4) 	The mortgagor pledges to have paid payable project costs and no
      economic loss would occur for the mortgagee arising from unpaid project
      costs. 
	 	 
	(5) 	The mortgagor shall open special escrow account (as prescribed
      separately) for gage selling and lease at the instance of the mortgagee.
      The mortgagor shall remit all proceeds (including but not limited to
      build-selling money (including down payment), income from leasing gage,
      compensation and insurance compensation) from the “selling contract”
      (hereinafter referred to as “sales contract”) and “leasing contract” to
      the escrow account, and authorize the mortgagee to handle the money.
  


Article VII Covenants 

I. Obligations of the Mortgagor 

	(1) 	The mortgagor pledges to avoid behaviors
      hereinafter: 
	 	 
		Sell, gift, lease, lend, transfer, mortgage,
      impawn or handle in other ways the total or majority of its assets. 
	 	 
		Major changes in management system or
      organization of property right, including but not limited to contracting,
      leasing, affiliation, transformation to company, transformation to stock
      company, stock transfer, consolidation (or merger), joint venture (or cooperation), division, establishment of subsidiaries, transfer of
  property rights and reduction of capital.
  







	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


 		Gift, transfer or handle in other ways total or partial gage, or repay
  other debts related to the gage. 
	 	 
		Revise articles of corporation, change business or core business.
    
	 	 
		Provide guarantee for a third party, causing unfavorable influence on its
  financial situation or the fulfillment of the contract. 
	 	 
		Apply for restructuring, bankruptcy or disbanding the company.
    
	 	 
		Sign contracts/agreements or bear obligations unfavorable for its ability
  to fulfill the contract.


(2)


The mortgagor pledges that on
condition of occurrences hereinafter, the mortgagor shall inform the mortgagee
upon the occurrence, and deliver original copy of notice (seal is needed for an
artificial person; signature is needed for a natural person) to the mortgagee
within five banking days upon the occurrence.


 

	 		Any occurrences that make the representations and warranties in the
  contract untrue or inaccurate. 
	 	 	 
	 		The mortgagor or its majority shareholder, actual controller or connected
  person involves in litigation, arbitration, or detaining, freezing assets, or
  other punishments with the same effect, or the mortgagor’s legal
  representative, director of board, supervisor or higher management involve in
  litigation, arbitration or other coercive measures. 
	 	 	 
	 		Changes in legal representative (if any), person in charge, authorized
  representative, chief financial officer, address or office; changes in
  domicile, habitual residence, work place, city, name or unfavorable change in
  income of the mortgagor. 
	 	 	 
	 		Disputes over ownership of the gage, or unfavorable influence from any
  third party. 
	 	 	 
	 		Be applied for restructuring, bankruptcy by other loaners or withdrawal by
  authority at the higher level. 


	 	 
	(3) 	On condition that any third party raises requirements that hinder the
      rights and interests of the mortgagee, the mortgagor shall protect the
      rights and interests of the mortgagee by all means. On condition that the
      gage is confiscated, the mortgagor shall use its compensation to repay the
      debts guaranteed as required by the mortgagee, or submit the compensation
      to the mortgagee as security for maintaining guarantee. 
	 	 
	(4) 	The mortgagor shall pay all expenses arising from evaluation,
      registration, notarization, appraisal, insurance, maintenance, keeping
      value of the gage and protecting rights and interests of the mortgagee.
  
	 	 
	(5) 	Within the duration of the contract, on condition that the lawful heir
      carries on the gage, the successor shall bear all the responsibilities and
      obligations under the contract. The successor is obliged to handle
      alteration formalities in property registration departments within fifteen
      banking days. The expenses shall be paid by the successor. 
	 	 
	(6) 	The mortgagor shall obtain the written approval from the mortgagee
      when planning advance sale (hereinafter referred to as “sell”) or leasing
      total or partial of the gage. On condition that selling or leasing are
      needed, the mortgagor shall: I insure all earnings or rents from the gage and all proceeds related are remitted to the
      escrow account, or used to repay due (including acceleration of maturity)
      interest on principal and all expenses related, or repay interest on
      principal in advance (the mortgagor shall comply with provisions of the
      contract herein). No one shall use the money without the approval from the
      mortgagee. Or: II provide other satisfactory assurance protection. Or: III
      fulfilled other obligations as required by the mortgagee. On condition of
      measures hereinbefore, and that the mortgagor have handled formalities for
      cancelling mortgage upon the approval of the mortgagee, the mortgagor may
      handle transfer procedures or registration formalities of the gage.








	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 



	(7) 	On condition that the master contract includes opening letter of
      credit, letter of guarantee or standby letter of credit, the mortgagor
      pledges on condition that the debtor has not paid security as required
      (including payment in advance), the mortgagor shall bear responsibility of
      joint liability. Replenishing security by the mortgagor does not exempt it
      from fulfilling guarantee under the contract. All losses (including loss
      of interest) arising from fulfilling guarantee shall be paid by the
      mortgagor. 
	 	 
	(8) 	On condition that the mortgagee has the right to realize lien in
      accordance with provisions in the contract, the mortgagor shall
      collaborate with the mortgagee in handling formalities to insure the
      realization of lien. 
	 	 
	(9) 	On condition that the mortgagor is not the debtor in the master
      contract, the mortgagor pledges to bear joint liability upon the
      occurrences hereinafter: 


	 	 	 
	 		The proceeds from lawful auction and selling of gage are not sufficient to
  repay obligee’s rights, or the value of gage is not sufficient to repay
  obligee’s rights. 
	 	 	 
	 		On condition of damaging or destroying of gage not caused by the
  mortgagor, the compensation and insurance money are not sufficient to repay
  obligee’s rights. 
	 	 	 
	 		On condition that the gage is confiscated by the government caused by the
  mortgagor, the compensation is not sufficient to repay obligee’s rights.
    
	 	 	 
	 		The mortgagee may not exercise or lose lien not caused by the mortgagee.
    
	 	 	 
	 	5 	Ineffective or cancellation of the contract caused by the
    mortgagor. 


II. Deduction Covenants 

	(1) 	On condition of mature payable liabilities, the mortgagee has the
      rights to deduct from any account opened in Shanghai Pudong Development
      Bank by the mortgagor. 
	 	 
	(2) 	Without special provisions, the deducted money shall be firstly used
      to repay mature liabilities of the mortgagor, then repay mature interests,
      finally repay interest on principal. 
	 	 
	(3) 	On condition of different currencies between the deducted money and
      payable liabilities, the mortgagee has the right to settle/buy foreign
      exchange in accordance with the exchange rate set by the mortgagee; the
      exchange risk shall be borne by the mortgagor. 


III. Proof of Debt 

The proofs of debt guaranteed by the gage are subject to the
accounting documents issued by the mortgagee in accordance with its own business
provision. 

IV. Notifications and Delivery 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 



	(1) 	Notifications in the contract shall be delivered to the address listed
      on the signing page, unless the other party changes its address. On
      condition of delivery in accordance with the address herein, notifications
      are deemed to be received by: the seventh banking day upon mailing in the
      main business address (for a legal person and its branches, and other
      economic organizations), or domicile (for a natural person) for letter;
      the signing date for personal delivery; sending date for fax or e-mails.
      All notifications, requirements and other messages shall be deemed to be
      received upon acceptance by the mortgagee. Original copies (seal is needed
      for an artificial person; signature is needed for a natural person) of all
      notifications by fax or e-mail shall be delivered in person or by mail for
      confirmation to the mortgagee. 
	 	 
	(2) 	The mortgagor agrees that all summons and notifications to the
      mortgagor shall be deemed as delivery on condition of being sent to the
      address listed herein. Change of address without informing the mortgagee
      shall be regarded ineffective. 


V. Effect, Changes and Cancellation 

	(1) 	The contract is formed upon seals from the mortgagor and the
      mortgagee, and signatures or seals (on condition that the mortgagor is a
      natural person, only signature is needed) from legal
      representatives/persons in charge/authorized representatives of the two
      parties; comes into effect upon mortgage registration formalities by
      property registration departments; and terminated upon full repayment of
      the principal obligee’s rights under guarantee. 
	 	 
	(2) 	The effectiveness of the contract is separated from the master
      contract. The ineffectiveness or cancellation of the master contract shall
      not affect the effectiveness of this contract. The ineffectiveness or
      cancellation of certain clauses in the contract shall not affect the
      effectiveness of other clauses. 
	 	 
	(3) 	Neither party shall change or cancel the contract upon its execution.
      The change or cancellation of the contract can only be made after
      consultation and written agreement of the two parties.



Article VIII Event of Default and Options 

I. Event of Default 

The occurrences of any of the following shall constitute event
of default: 

	 		Any statements, explanation, warrants made by the mortgagor in the
  contract, or any notifications, authorizations, approvals, agreements,
  decisions, certificates and other documents shall be proven to be inaccurate
  or misleading, or ineffective, rescinded or with no legal standing. 
	 	 	 
	 		The mortgagor violates any clauses in article seven. 
	 	 	 
	 		The mortgagor is forced to close down, stop production, suspend business
  for rectification, restructure, liquidate, be taken over, place under
  trusteeship, disband, revoke business license, cancel of registration or
  bankrupt. 
	 	 	 
	 		The mortgagor runs into trouble in financial status and operation, or
  experiences occurrences unfavorable for its regular operation, financial
  status or compensation ability. 
	 	 	 
	 		The mortgagor or its majority shareholder, actual controller or connected
  person involves in litigation, arbitration, or detaining, freezing assets, or other punishments with the same effect, or the mortgagor’s legal
  representative, director of board, supervisor or higher management involve in
  litigation, arbitration or other coercive measures, leaving the mortgagor in
  an unfavorable position for repayment. 
	 	 	 
	 		The death or declaration of death of a natural person as the mortgagor.
    
	 	 	 
	 		The mortgagor transfers or intends to transfer assets through marriage.
    
	 	 	 
	 		The mortgagor gifts, exchanges, sells in advance, sells, rehypothecates or
  deal with the gage in other ways; or any incidents affecting the mortgagor’s
  ability to repay debts occur, such as decline of gage value, loss or major
  damages.
	 	 	 
	 	9 	Other behaviors of the mortgagor in violating the contract or undermining
the legitimate interest of the mortgagee. 


 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


II. Options of Default 

On condition of any occurrences herein, the mortgagee shall
accelerate the maturity of principal obligee’s rights/or obligee’s rights,
require the debtor to replenish security, realize lien as prescribed in article
five, and require the mortgagor to pay penalty (calculated as prescribed in
article ten). On condition that the penalty is not sufficient to pay the losses,
the mortgagor shall compensate all losses of the mortgagee. 

Article Nine Miscellaneous Provisions 

I. Application of Law 

The contract shall be governed by the laws of People’s Republic
of China (excluding Hong Kong, Macau and Taiwan). 

II. Solution of Disputes 

Any disputes related to the contract shall be solved through
consultation first. On condition that the disputes may not be solved by
consultation, the People’s Court in the mortgagee’s residence shall execute
nonexclusive jurisdiction. All parties shall continue to fulfill the provisions
not under disputes. 

III. Miscellaneous 

	(1) 	Parties hereto may supplement in article ten matters not mentioned
      herein, or reach written agreement as appendices of the contract.
      Appendices (refer to article ten) are the inseparable part of the
      contract, with the same legal force. 
	 	 
	(2) 	Unless further provisions, terms and statements in the contract have
      the same meaning as the master contract. 
	 	 
	(3) 	The headings to the contract hereof are for ease of reference only, in
      no event shall the headings be interpreted as implications of the content.
    


Article Ten Contract Elements 

I. The Master Contract Secured [refer to provisions
hereinbefore] 

	(1) 	The master contract refers to contracts signed between 2008,
      8, 12 (Y, M, D) and 2011, 8, 11 (Y, M,
      D). The loaner in the contract refers to Shanghai Pudong Development Bank,
      Zhengzhou Branch in the master contract. 
	 	 
	(2) 	The debtor of the master contract refers to Henan Kaifeng Desheng
      Boiler Co., Ltd., its address is No. 26 Gongyuan Road, Kaifeng, Henan
      Province. 







	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


II. Details of the Gage in the Contract: [refer to
article one] Gage--- 

	(1) 	Location: No. 26 Gongyuan Road, Shunhe District, Kaifeng 
	 	 
	(2) 	Address: No. 26 Gongyuan Road, Shunhe District, Kaifeng 
	 	 
	(3) 	Gross Building Area: 23504.1 square meters. 
	 	 
	(4) 	No. of house ownership certificate of title: (232901)-(232912), Henan
    
	 	 
	(5) 	No. of state-owned land-use certificate: (231303), (231304), Henan.
  
	 	 
	(6) 	The area of land use: 54898.87 square meters. 
	 	 
	(7) 	Land tenure: from December 6th , 2004 to August 30th
      , 2054. 
	 	 
	(8) 	The amount of principal obligee’s rights of mortgage: 30 million RMB.
    
	 	 
	(9) 	Mortgage term: from August 12th , 2008 to August 11th
      , 2011. 
	 	 
	(10) 	Value of gage: 45,414,400 RMB, including value of property 14,299,600
      RMB, and value of use right of state-owned land 31,114,800 RMB. 
	 	 
	(11) 	Ranking of the mortgage: 1st . 


III. The Master Contract Secured [refer to article 2.1.
(1)] 

The principal obligee’s rights under the contract refer to
credits (including but not limited to all types of loans and liabilities arising
from the provision of domestic letter of credit, acceptance bill and letter of
guarantee) provided by the loaner to the debtor from August 12th,
2008 to August 11th, 2011 (referred to as “duration of obligee’s
rights” in the contract). Balance of the principal obligee’s rights shall not
exceed 30 million RMB (or its equivalence) within the duration of obligee’s
rights. On condition of different currencies, the loaner shall calculate in
accordance with the exchange rate set on its own. 

IV. The contract is in triplicate, with the same legal force.
The mortgagor, the mortgagee and department of land and resources of Kaifeng
shall hold one copy each. 

(The remainder of this page is intentionally left blank) 





	Shanghai Pudong
      Development Bank 	Maximum Mortgage Loan Contract 


This is page of signatures. 

The contract is made as of August 12th, 2008. The
mortgagor confirms that the two parties have elaborated and discussed all
articles of the contract before signing. The two parties sign the contract
without demur, and have accurate interpretation for rights and obligations,
limits of liability and exception of clause. 

Mortgagor (official seal): Henan Kaifeng Desheng Boiler Co.,
Ltd. 

Legal representative or 
authorized representative

(signature or seal): Honghai Zhang 

Mortgagor (official seal): Shanghai Pudong Development Bank,
Zhengzhou Branch 

Legal representative or 
authorized representative

(signature or seal): Ning Hu