ARTICLE 1. Amount of the Entrusted Loan  2      ARTICLE 2. Usage of Entrusted Loan  2      ARTICLE 3. Term of Entrusted Loan  2      ARTICLE 4. Cash Account for Entrusted Loan  3      ARTICLE 5. Condition Precedent  3      ARTICLE 6. Advice of Drawing  4      ARTICLE 7. Interest and Handling Charge  4      ARTICLE 8. Prepayment  5      ARTICLE 9. Repayment  5      ARTICLE 10. Representations and Warranties  5      ARTICLE 11. Undertaking  6      ARTICLE 12. Events of Default  7      ARTICLE 13. Taxes and Charges  8      ARTICLE 14. Assignment of Contract  8      ARTICLE 15. Amendment to Contract  8      ARTICLE 16. Notice  8      ARTICLE 17. Severability  9      ARTICLE 18. Obligations and Indemnifications of the Lender  9      ARTICLE 19. Governing Law  10      ARTICLE 20. Copies  10      ARTICLE 21. Effectiveness and Termination  10 
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This entrusted loan contract (this “Contract”) is made on May 7, 2008 by and between:Trustor: Fortune (Beijing) Success Technology Co., Ltd. (“Trustor”)Borrower: Beijing Glory Co., Ltd. (“Borrower”)Lender: China Bohai Bank Co., Ltd. Beijing Branch (“Lender”)RecitalsWHEREAS, the Trustor intends to entrust the Lender to issue a loan on its behalf to the Borrowerwith the capital owned by the Trustor and on the terms and conditions contained herein; andWHEREAS, the Lender agrees to accept such entrustment on the condition that the Trustor shall bearall the risks arising from and in connection with the entrusted loan,NOW, THEREFORE, the parties hereby agree as follows:**ARTICLE 1. AMOUNT OF THE ENTRUSTED LOAN**Under the entrustment of the Trustor, the Lender will provide an entrusted loan in an amount up toRMB100,000,000 to the Borrower. This loan shall be issued at one time.**ARTICLE 2. USAGE OF ENTRUSTED LOAN**The loan under this Contract shall be used for the operation of the Borrower.**ARTICLE 3. TERM OF ENTRUSTED LOAN**3.1 The term of the entrusted loan under this Contract shall be 5 years. The Trustor andBorrower should designate the specific term in the advice of withdraw submitted to the Lender. 3.2 If the Trustor and the Borrower intend to extend the term of the entrusted loan, they shouldnotify the Lender in writing 15 banking business days before expiry of the original term. Ifthe Lender gives consent to the proposed extension, the parties shall sign separate writtendocument to confirm. 3.3 Banking business days refer to the days when the Lender provides commercial banking servicesto corporate customers. The Trustor and Borrower should conduct all business activities underthis Contract within banking business days.
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**ARTICLE 4. CASH ACCOUNT FOR ENTRUSTED LOAN**The Trustor has already opened and will maintain the following account at the Lender, and suchaccount shall be used as the cash account (“Entrusted Account”) for the entrusted loan.Holder: [Beijing Glory Co., Ltd.]Bank: China Bohai Bank Co., Ltd. Beijing BranchAccount No.: 2000059433000177**ARTICLE 5. CONDITION PRECEDENT**5.1 The condition precedent to the effectiveness of this Contract is that the Borrower and theTrustor should have provided the Lender all the documents listed in Appendix I (Documents asCondition Precedent) of this Contract which comply with the requirements of the Lender interms of both form and content. 5.2 The following conditions precedent should be satisfied before the Borrower makes drawdownunder this Contract. (1) The Borrower should send the Lender an advice of drawing in the form attachedhereto as Appendix II (Form of Advice of Drawing) at least 1 banking business day(before noon) before the expected date of drawing, and such advice of drawing should beconfirmed and signed by the Trustor.  (2) As requested by the Lender, The Trustor has opened an Entrusted Account at theLender and there should have sufficient fund in such Entrusted Account to be used forissuing loan.  (3) As requested by the Lender, the Borrower has opened a speical account at theLender which shall be exclusively used for drawing and receiving payment of the loan andthe interest thereon (hereinafter referred to as “Special Account”).  (4) All the representations, warranties and promises the Borrower and the Trustorhave made under this Contract are true, correct and complete.  (5) There is no event of default has occurred and is continuing on the part of theBorrower and the Trustor.  (6) Other conditions prescribed in PRC laws and agreed upon by the parties have beensatisfied.
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**ARTICLE 6. ADVICE OF DRAWING**The advice of drawing is an integrate part of this Contract. The content of the advice of drawingthat the Borrower sends to the bank shall prevail over all provisions in this Contract regardingdrawdown and repayment. Once issued, the advice of drawing is irrevocable.**ARTICLE 7. INTEREST AND HANDLING CHARGE**7.1 The rate of interest per annum applicable to the entrusted loan under this Contract shall be3%. The interest on each drawdown shall be calculated on the basis of the actual number ofdays and 360 days a year.   In the event that within the term of the entrusted loan the People’s Bank of China adjuststhe base rate or calculation method for base rate, the above-listed rate of interest shallnot be affected. 7.2 The Trustor and Borrower can adjust the interest rate or change the method for calculation ofinterest rate upon mutual agreement. The Trustor and Borrower should notify the Lender ofsuch adjustment or change in writing. The adjustment or change shall take effective from thenext banking business day following the date when the Lender receives such notice. 7.3 The interest on each drawdown under this Contract shall be paid on quarterly basis. Theexpiry date for interest shall be the twentieth day following the end of each quarter. In theevent the date for repayment of the last installment of the principle is not on the same dayas the expiry date for interest, the outstanding interest should be paid together with suchinstallment of the principal. 7.4 The Borrower should pay interest on the next business day following the expiry date forinterest. When being paid together with the principal, the interest should be paid on theexpiry date. Before the expiry date of interest, the Borrower should prepare sufficient fundsin the account listed in Article 9 hereof to cover the interest payable in the current period,and authorize the Lender to deduct the due and payable amount directly from such account onthe interest payment date. 7.5 Where the Borrower diverts the entrusted loan for other purposes, a punitive interest shallbe charged on the part of the loan diverted from the date when the loan is diverted to datewhen the principal and the accrued interests have been fully paid. The punitive interest rateshall be the lending interest rate plus a per annum rate of [0]%. Where the Borrower fails topay any amount due under this Contract on time, a punitive interest shall be charted on theoverdue amount from the due date to the date when the principal and accrued interests havebeen fully paid. The punitive interest rate shall be the lending rate plus a per annum rate of[0]%. In the event these two circumstances happen on the same part of the entrusted loan, thebank is entitled to charge the punitive interest at a rate that is comparatively higher. The
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  overdue payment of interest will also charged interest. Compound interest at a rate same asthe punitive interest rate is payable on any overdue payment of interest under this Contract.7.6 The handling charge for the entrusted loan shall be [1]‰ of the principal per annum, which ispayable to the Lender on a yearly basis.   The handling charge under this Contract is payable by the Borrower. The Lender is herebygranted an irrevocable authorization to debit the handling charges for the entrusted loanfrom any account the Borrower holds at the Lender before providing the entrusted loan.   In case of prepayment as mentioned in Article 8 below (Prepayment), the Lender does not needto return the handing charges already collected under this Contract.**ARTICLE 8. PREPAYMENT**The Borrower can apply to the Trustor in writing for prepayment. Such prepayment application shalltake effective after it has been approved by the Trustor in writing and the bank has receivedwritten notice from the Trustor regarding the same. After the prepayment application has takeneffective, the Borrower can pay any loan under this Contract before it becomes mature.**ARTICLE 9. REPAYMENT**9.1 On the expiry date of the entrusted loan under this Contract, the Borrower should preparesufficient funds in the Special Account for payment of the principal and interest then due.The Borrower hereby irrevocably authorizes the Lender to debit any due amount from theabove-mentioned Special Account on the expiry date(s). 9.2 After deducting the taxes payable by the Trustor in accordance with relevant laws andregulations, the Lender should remit the amount debited from the Special Account to theEntrusted Account on debit date. 9.3 In the event that the due date of certain amount is not a banking business day, such amountshall be payable on the next banking business day following the due date. However, if suchnext banking business day falls into a next calendar month, such amount should be paid on thebanking business day immediately preceding the due date. 9.4 Any punitive interest, damages or other similar charges shall be payable on the date and bythe means specified by the receiving party from time to time.**ARTICLE 10. REPRESENTATIONS AND WARRANTIES**10.1 The Borrower and the Trustor represents and warrants the followings to the Lender:
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 (1) The Borrower is a company duly organized and validly existing under the law ofPRC. The Borrower has the full capacity to own its assets and conduct the businessactivities it is now conducting.  (2) The Trustor is a company duly organized and validly existing under the law of thePRC. The Trustor has the full capacity to own its assets and conduct the businessactivities it is now conducting.  (3) The Borrower and the Trustor have taken all necessary corporate action (if any)to authorize the execution and performance of this Contract. The person who signs thisContract on behalf of the Borrower or the Trustor is the authorized representative ofthem. The Contract signed by such person(s) has binding on the Borrower and the Trustor.  (4) The obligations of the Borrower and the Trustor hereunder are legal and effectiveobligations, have binding effect on them, and can be enforced.  (5) The funds used by the Trustor for the entrusted loan hereunder are fromlegitimate sources. The Trustor has full power to control the funds. The transactionconducted hereunder will not violate any obligation of it.  (6) The entrusted loan has been provided according to the instruction of the Trustor.The amount, usage, interest and term of the entrusted loan have been confirmed by theTrustor.  (7) The Trustor shal undertake all the risks arising from the entrusted loanhereunder.  (8) The Borrower and the Trustor have read and fully understood the content of thisContract. They sign and perform this Contract under free will and all their expressionsmade hereunder reflect their real intents.10.2 Each of the representations and warranties listed above shall be deemed to have been madeanew on the day when the application for loan or loan extension is submitted based on thecircumstances then existing. 10.3 The Borrower and the Trustor hereby confirm that the Lender has signed this Contract andperformed the obligations hereunder in reliance on the representations and warranties listedabove.**ARTICLE 11. UNDERTAKING**The Borrower and the Trustor undertake with the Lender:11.1 THAT they will maintain its legal person status in good standing (if applicable), abide byall applicable law and regulations and pay any taxes and charges payable to governmentalauthorities.
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11.2 THAT they will ensure that the effectiveness of all the authorizations, consents, approvalsand permits mentioned in Article 10.1(3) above will be maintained, and they will take timelymeasures to obtain any other consents, approvals or permits necessary and maintain theeffectiveness of such other consents, approvals or permits so as to ensure and maintain theeffectiveness of this Contract.**ARTICLE 12. EVENTS OF DEFAULT**12.1 The followings shall be considered as events of default under this Contract. (1) The Borrower or the Trustor fails to perform any of its obligations or promiseshereunder appropriately or timely;  (2) The Borrower of the Trustor fails to pay any amount due in accordance with thisContract;  (3) The Borrower or the Trustor makes any untrue or misleading representations orwarranties in this Contract.12.2 In the event that there is any event of default on the part of the Borrower, the Lender isentitled to take one or more measures listed below under the instruction of the Trustor. (1) To request the Borrower to correct the breach within specified period;  (2) To notify the Borrower in writing that any and all part of the unpaid loanshereunder shall become due and payable immediately, and the Borrower should pay allunpaid principals, interests, handling charges and other amounts hereunder;  (3) To notify the Borrower in writing that all unissued loans shall be suspended orcancelled;  (4) To exercise any other rights granted by law and hereunder.12.3 In the event that there is any event of default on the part of the Trustor, the Lender isentitled to take one or more measures listed below. (1) To request the Trustor to correct the breach within specified period;  (2) To refuse to do or stop doing the entrusted loan business for the Trustor;  (3) To claim damages against the Trustor in the event that such event of defaultbring losses to the Lender;  (4) To exercise any other rights granted by law and hereunder.
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**ARTICLE 13. TAXES AND CHARGES**13.1 All the current and potential registration fees and other taxes and charges in connectionwith this Contract and any documents hereunder shall be undertaken by the Borrower. 13.2 The Trustor entrusts the Lender to withhold business tax and surcharges on the interestpayment date. The Lender should provide the Trustor with the tax payment documentation. 13.3 As requested by the Lender, the Borrower and/or the Trustor should reimburse the Lender forall reasonable expenses and costs arising from and in connection with exercise or protectionof any rights provided in this Contract or any of the documents mentioned hereof in anyjurisdiction, including without limited to lawyer’s fee.**ARTICLE 14. ASSIGNMENT OF CONTRACT**The Borrower should not assign any of its rights or obligations in this Contract to others unlessit has obtained the written consents of the Trustor and Lender.**ARTICLE 15. AMENDMENT TO CONTRACT**This Contract cannot be amended, modified or supplemented unless with the written consents of theparties.**ARTICLE 16. NOTICE**16.1 Any notice, request, instruction or other documents required to be given pursuant to thisContract or in connection with this Contract should be made in writing and delivered to theaddress of relevant party set forth below or such other address notified by the receivingparty five (5) business days beforehand.   To Trustor: Fortune (Beijing) Success Technology Co., Ltd.Attention: Fan Zhenfei