EXHIBIT
10.1

     

    Loan
Contract

     

    No.:
Ba1 1101 080819 00042

    


    Lender
(Party A): International Business Department, Bank of Nanjing Co.,
Ltd.

    Borrower:
(Party B): Goldenway Nanjing Garment Co., Ltd.

    


    Whereas
Party B applies to Party A for, and Party A agrees to provide, the loan stated
below and in order to clarify the rights and liabilities of the two parties, and
to protect the legal rights and interests of both of them, Party A and Party B
have duly concluded the Contract for common observance, according to governing
laws and regulations, and through negotiation and agreement.

    


    Article
1  Amount of the Loan

    RMB39,600,000.00,
said Thirty-nine Million and Six Hundred Thousand RMB Yuan.

    


    Article
2  Usage of the Loan

    working
capital.

    


    Article
3  Term of the Loan

    Commencing
on August 19, 2008 and ending on February 18, 2009.

    The
actual term of the loan is subject to the one stipulated in the note which is a
constituent part of the Contract, and is equally binding.

    


    Article
4  Loan Interest, Default Interest and their Accrual and
Settlement

    


    4-1 Loan
Interest

    The
interest rate is monthly, and is calculated according to the method described in
Category 1 listed below:

     

    (Category
1) A fixed rate of 6.0225‰ remaining
unchanged within the Term of the Loan

     

    (Category
2) A floating rate adjusted upward or downward from the benchmark interest rate
(i.e. the loan interest rate of the same class published and put into force by
People’s Bank of China) by / % to /
‰; in case of
a PBC benchmark interest rate adjusted during the Term of the Loan, this
floating rate is to be adjusted from this benchmark by the upward or downward
margin agreed in this item, on next month’s corresponding day of the publishing
date. And this floating rate is subject to any other regulations stipulated by
People’s Bank of China.

    


    4-2
Default Interests

    (1) In
case of Party B’s failure in using the loan in compliance with the Contract, a
default interest is set by adding 100% to the loan interest of the
Contract.

    (2) In
case of the loan exceeding the term of loan of the Contract, a default interests
is set by adding 50% to the loan of interest of the Contract.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    (3) In
case of exceeding the term of loan or failure in using the loan in compliance
with the Contract, the interests are to be settled on default interest rates,
from the date of exceeding or the date of the said failure, until both the
principal and interests are repaid. For any interest not paid on time, a
compound interest is set by a default interest rate.

    


    4-3
Accrual of Interests

    The
interest of the loan is calculated from the date when the loan is provided.
Under the Contract the interest of the loan is calculated daily by a daily rate
= the monthly rate/30. In case Party B fails to pay the interest on time, a
compound interest rate is set from the next day of this failure.

    


    4-4
Settlement of Interests

    (1) For
the loan with a fixed interest rate, the interest is calculated with the rate
agreed upon. For the loan with a floating interest rate, an interest is
calculated within each floating term with a rate set within the term; while
multiple times of floatation were there for one calculation, one interest is
calculated within each floating term, and all the interests calculated are added
to a summation.

    (2) The
interest of the loan under the Contract is settled in a quarterly manner, and
the settling date is set on the 20th day of the last month of the
quarter.

    


    Article
5  Guarantee of the Loan

    


    5-1 For
the principal and interests (including compound interest and default interest,
and same in the following text) of the loan under the Contract, and any
penalties, damages, and relevant expenses (including but not limited to legal
cost, arbitration fee, property preservation charge, travel expense, execution
fee, notarial fee, attorney fee, eligibility fee, auctioneers fee, etc., and
same in the following text) for Party A to realize its creditor’s rights, one or
more types of following guaranties are provided by the guarantor
below:

    (1)
Jiangsu Ever-Glory International Enterprises Group Co., Ltd., acting as a
guarantor, provides a guaranty with joint liability guarantee, and concludes and
signs a guaranty contract with Party A.

    (2)
(Void) acting as a mortgagor, provides an underlying security with properties
legally owned by or at the disposal of itself, and concludes and signs a
relevant mortgage contract with Party A.

    (3)
(Void) acting as pledgor, provides a pledge of rights with rights legally owned
by or at the disposal of itself, and concludes and signs a relevant contract of
pledge of right.

    


    5-2 In
case of any changes in the guaranty or pledge under the Contract to the
disadvantage of the creditor’s rights of Party A, Party B shall provide a
guaranty or pledge recognized by Party A as required.

    


    Article
6  Provision and Expense of the Loan

    


    6-1 Only
when the following prerequisites are met simultaneously has Party A the
liability to provide the loan:

    (1) The
Contract becomes effective;

    (2) Party
B has completed the relevant formalities in approval, registration, document
delivery and others for the loan under the Contract in accordance with the
governing laws and regulations;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (3) When
the Contract is attached with a guaranty, the guaranty contract, agreement or
other guaranty means in conformity with Party A’s requirements, has taken
effect;

    (4) Other
pre-conditions set by both parties. (Void)

    


    6-2 Party
B’s Expending Plan of the Loan

    (Void)

    


    Article
7  Repayment of the Loan

    


    7-1
Unless agreed by Party A in writing, any repayment made by Party B under the
Contract, shall adhere to the principle of paying interest first and principal
after.

    


    7-2 Party
B shall pay due interest to Party A by the settling date. The first repaying day
falls on the first settling date after the loan was provided. Upon the last time
of repayment, all remaining interests shall be paid with the
principal.

    


    7-3 Party
B shall repay the principal according to a plan of Type 1 below:

    (Type 1)
Repayment of principal at once when due;

    (Type 2)
Repaying by installments, according to the plan below:

    (Void)

    


    7-4 Party
B shall deposit enough fund in an account opened by Party A before each repaying
date agreed upon under the Contract, to let it be transferred for the repaying,
or have a fund transferred from some other account for the repaying before the
repaying date.

    


    7-5 In
case of Party B fails to come to time as stipulated in the above item, Party A
is entitled to deduct its receivables directly from any settlement account
opened by Party B at the side of Party A (including but not limited to current
account, savings account, national debt account, etc.), and Party B bears by
itself any interest, handling charge, loss from exchange rate fluctuation, etc.
caused by the deduction.

    


    Article
8  Repayment of the Principal in Advance

    


    8-1 If
wishing to repay the principal in advance, Party B needs to apply in writing
with Party A five days beforehand, and is able to repay the principal partly or
wholly only if Party A agrees. When the principal is repaid by Party B in
advance, the interests shall be calculated in the light of amount of the
principal repaid, number of days when the loan is used, and the loan interest
rate set by Article 4 of the Contract, and the interests shall be settled at
once with the repayment of the principal.

    


    8-2 In
the case of repayment of the principal in advance, Party B shall pay Party A a
compensation, the amount of the compensation = amount of repaid principal ×
number of days in advance × __ %.


    
      
         


      

      
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    8-3 After
the principal was repaid partly, the remaining loan is still subject to the loan
interest set by the Contract.

    


    Article
9  Early Termination of the Loan

    When any
of the following situations happens, Party A is entitled to proclaim an early
termination of the loan, and demand Party B to repay the debt wholly at
once:

    


    9-1 Party
B has not wholly repaid the principal and interests according to terms and
conditions stipulated in the Contract;

    


    9-2 The
guarantor of pledgor under the Contract has violated laws, regulations, rules,
etc. or any stipulations of the guaranty or pledge contract, or these contracts
or other guarantee means have not gone into effect, or are of no effect, or have
been revoked, or the guarantor or pledgor or their mortgage or pledge have
changed in nature against the interest of creditor’s rights of Party A and Party
B has failed to provide other guaranty of pledge required by Party A, or the
guarantor or pledgor refuse to assume the obligation;

    


    9-3 Party
B caused or involved in major lawsuit or arbitration;

    


    9-4 Party
B encounters great operational or financial difficulties;

    


    9-5 Party
B produces fake documents or conceals important operational or financial
facts;

    


    9-6 Party
B changes the usage of the loan without authorization of Party A, or
misappropriates the loan, or engages in illegal and rule-violating
transactions;

    


    9-7 Party
B makes use of sham contracts with related parties, lodging note receivables or
accounts receivables without actual trading facts, to discount or impawn at the
banks, and to elicit capital or credit from the banks;

    


    9-8 Party
B refuses monitoring and inspection by Party A on its usage of the loan fund and
relevant operational or financial activities;

    


    9-9
Shareholding system reform, combination, merger, separation, joint-venture,
close-down application for rectification, dissolution application, bankruptcy
petition, etc. occurred on the side of Party B, which sufficiently affect the
security of creditor’s rights of Party A;

    


    9-10
Undesirable loan repaying was recorded of Party B, or other violations of the
Contract;

    


    9-11
Party B’s intentional evasion of repayment of the loan through connected
transactions;

    


    9-12
Party B’s violation of laws, regulations, rules or other obligations stipulated
in the Contract, which jeopardize the realization of the creditor’s rights of
Party A under the Contract.


    
      
         


      

      
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    Article
10  Rights and Obligations of Party B

    


    10-1
Party B has the right to require Party A to release the loan in accordance to
the Contract.

    


    10-2
Party B shall use the loan in compliance with the purpose stipulated in the
Contract, and repay in full amount the principal and interest of the loan on
schedule according to the Contract.

    


    10-3
Party B shall not repay the loan ahead of time without Party A’s
consent.

    


    10-4
Party B shall actively cooperate with Party A and consciously subject itself to
Party A’s inspection and supervision over its use of the credit capital and its
business operation as well as financial activities, and provide Party A every
month, as required by Party A, documentation and information concerning its
financing and accounting status as well as its production and operation
situations, including but not limited to the provision within 10 working days in
the first month of every quarter of the Balance Sheet, Income Sheet (Statement
of Income and Expenditure for any public institution), and the provision at the
end of each year of a Statement of Cash Flow, etc., and a timely provision of
financial statement audited by any auditing body recognized by Party B, and at
the same time ensure the facticity, legality, integrality, validity of the
documentations provided.

    


    10-5
Party B shall pay the fees or expenses under the Contract for attorney service,
evaluation, registration, insurance, notarization, safekeeping, appraisal, etc.
in full amount and in a timely manner.

    


    10-6
Party B shall fulfill the following obligation of notifications:

    
      
        	
                (1) 
      

              	
                Party
      B shall notify Party A in writing within three days of the occurring of
      following events or the founding of possibility of such occurrence on the
      side of Party B:

              


      

    

    
      	
               1) 
      

            	
              Party
      B meets with grave financial losses, which affects or possibly affects its
      repaying ability;

            


    

    
      	
               2) 
      

            	
              Party
      B involves or will involve in major lawsuits, arbitrations or other legal
      disputes;

            


    

    
      
        	
                3) 
      

              	
                Any
      change in Party B’s name, legal representative (responsible officer),
      address, telephone numbers,
etc.;

              


      

    

    
      	
               4) 
      

            	
              Other
      events occurred on the side of Party B, which affect or may affect its
      repaying ability.

            


    

    
      
        	
                (2) 
      

              	
                Party
      B shall notify Party A in writing 30 days before the occurring or a
      possible occurrence of following events on the side of Party
      B:

              


      

    

    
      	
               1) 
      

            	
              Separation,
      transformation, merger, termination, joint venture,
  etc.;

            


    

    
      	
               2) 
      

            	
              Changes
      in the business scope or of the registered capital of Party
    B;

            


    

    
      	
               3) 
      

            	
              Changes
      in the top-five investors or
shareholders.

            


    

    
      
        	
                (3) 
      

              	
                In
      case of any occurrence of the above-mentioned events, Party B shall
      properly fulfill its repaying obligation under the Contract, and repay in
      full amount the principal and interest of the loan on schedule according
      to Article 7 of the Contract. Otherwise, Party A shall be entitled to
      proclaim an early expiration of the loan in accordance to Article 9 of the
      Contract.

              


      

    

    


    10-7
Party B shall not refuse to fulfill the obligations under the Contract on the
excuse of any dispute with a third party.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    10-8
Party B enjoys the rights and takes the responsibilities in accordance with the
laws, regulations, rules, etc. and the terms and conditions of the
Contract.

    


    Article
11  Rights and Obligations of Party A

    


    11-1
Party A shall provide the loan according to the Contract, unless the provision
is delayed because of the reason not of Party A.

    


    11-2
Party A has the right to recover the principal and interest of the loan in full
amount.

    


    11-3
Party A has the right to inspect and supervise the production, operation and
financial situation of Party B, and is entitled to obtain the documentation of
Party B’s operation plan, statistics, finance and accounting.

    


    11-4
Party A enjoys the rights and takes the responsibilities in accordance with the
laws, regulations, rules, etc. and the terms and conditions of the
Contract.

    


    Article
12  Default

    In case
of Party B’s violation of any laws, regulations, rules, etc. or any stipulations
of the Contract, Party A is entitled to exercise one or more rights listed
below:

    


    12-1 To
demand Party B to rectify its violation within a definite time;

    


    12-2 To
demand Party B to provide further guaranty recognized by Party A;

    


    12-3 To
stop providing the loan and/or proclaim an early expiration of the
loan;

    


    12-4 To
calculate and collect interest or compound interest in the light of Article 4 of
the Contract;

    


    12-5 To
exercise other viable rights as stipulated by laws, regulations, rules and the
terms and conditions with the Contract.

    


    Article
13  Applicable Laws and Settlement of Disputes

    


    13-1 The
Contract is concluded in accordance to the Laws of the People’s Republic of
China, which are applicable to the Contract.

    


    13-2
Where any dispute occurs in the course of the execution of the Contract, both
parties shall settle them through friendly negotiations. In case no settlement
is reached, they shall choose Type 1 from the following settling
manners:

    (Type 1)
Bring a lawsuit to the local people’s court at the locality of Party
A.

    (Type 2)
Apply to the (Void) arbitration commission for arbitration (the locality is
(void) ) by the commission with the arbitration rules active and effective at
the time the application is made.

    In the
course of lawsuit or arbitration, terms and conditions under the Contract, which
are not involved in the dispute, shall still be performed or
fulfilled.


    
      
         


      

      
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    Article
14  Effectiveness, Amendment and Termination of the
Contract

    


    14-1 The
Contract shall enter into effect on the day when signed by or sealed with the
name stamp of the legal representative, principle, or accredited representative
of Party A or sealed with the Corporate Seal or Special Contract Seal of Party
A, and signed by or sealed with the name stamp of the legal representative or
accredited representative of Party B and sealed with the Corporate Seal or
Special Contract Seal of Party B.

    


    14-2
After the Contract enters into effect, neither Party A nor Party B shall
arbitrarily alter or terminate it unless further stipulated by the Contract; in
the case of needy Amendment or determination, a written agreement should be
reached by both parties through negotiation. All terms and conditions of the
Contract remain effective before such written agreement is reached.

    


    14-3 In
case of Party B’s intention to extend the Term of the Loan, Party B should apply
to Party A in writing 10 days before the expiration of the loan, and it depends
on Party A’s decision after examination whether an extension is granted. If an
extension is agreed by Party A after examination, relevant agreements on
extension and repayment should be concluded.

    


    Article
15  Other Stipulations

    


    15-1 All
attachment to the Contract, and all legal documents related to the exercise of
the Contract are the component part of the Contract, and have equal legal force
as the Contract.

    


    15-2

    (Void)

    


    Article
16  Supplementary Provisions

    


    16-1 The
Contract is made in two copies, one is held by Party B, and one is held by Party
A. If the Contract is being guaranteed, (void) shall be held by the registrar.
All copies have equal force adaffect.

    


    16-2 Any
matters not covered by the Contract shall be handled by relevant national laws,
regulations and rules.

    


    Article
17  Declaration Provisions

    


    17-1 In
signing and exercising the Contract, both parties have been given the approval
of such authorities as competent decision-maker or supervision department, and
obtained the necessary, sufficient and legal authorization.

    


    17-2  In
signing the Contract, both parties expressed their true intentions, the
signatures and seals were genuine, the signing representatives are authorized,
and the Contract has legally binding on both parties.


    
      
         


      

      
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    17-3  Party
B has the right to own its whole property, and all the documentation it produced
to Party A is true, legal and effective, and contains no mistake or omission of
facts disagreeing with the truth.

    


    17-4  Party
B has read all the content of the Contract. On request by Party B, Party A has
made explanation on the terms and conditions of the Contract. Party B has got a
full knowledge and understanding of the significations and legal consequences of
the stipulations of the Contract.

    


    17-5  Party
A is a legally established bank, and is qualified to operate the business under
the Contract.

    


    
      
        	
                Party
      A (Seal):

              	 
      	
                Party
      B (Seal):

              
	 
      	 
      	 
      
	
                Legal
      Representative (Principal) (Name Seal):

              	 
      	
                Legal
      Representative (Principal) (Name Seal):

              
	
                (Or
      Authorized Agent)

              	 
      	
                (Or
      Authorized Agent)

              
	
                /s/  Ling DAI

              	 
      	 
      	
                /s/     Jiajun
      Sun

              	 
      
	
                International
      Business Department,

              	 
      	 
      
	
                Bank
      of Nanjing Co., Ltd. (seal)

              	 
      	
                Goldenway
      Nanjing Garment Co., Ltd. (seal)

              
	
                Address:

              	 
      	
                Address:

              
	
                Post
      Code:

              	 
      	
                Post
      Code:

              
	
                Tel.:

              	 
      	
                Tel.:

              
	
                On
      the Date of : August 19, 2008

              	 
      	
                On
      the Date of: August 18, 2008

              


      

    

     

    
      
         


      

      
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