FY2002 10K Exhibit 10.73





Exhibit 10.73

Shanghai Bank

Loan Hypothecation Contract

Contract Number: 1598020218



	Pledgor: Shanghai Fangyuan Digital Technology Company,
Ltd.

	
Telephone: 64951122

	
Registered Address: No. 421, Zhongshan East Road, Bldg. No.
62
	
Postal Code: 200233

	
Primary Place of Business:
____________________________
	
Postal Code: ______

	
Legal Representative: Wang Guoxiong
	
Facsimile: 64951116

	
Appointed Agent: ________________
	
Facsimile: ________

	
Bank of Basic Account:
_______________________________
	
Account No.: __________

	
E-mail Address: _______________    Company Website:
______________
	 
	
Pledgee: Shanghai Bank Caohejing BranchTelephone:
54902159
	
Facsimile: 54902144

	
Primary Place of Business: No. 6, Caobao Road
	
Postal Code: 200233

	
Legal Representative: Meng Yanli
	
Facsimile: 64758067

	
Appointed Agent: _______________
	
Facsimile: ________

	
E-mail Address: ________________    Company
Website:_____________
	 



 

 

Pledgor and Pledgee, in accordance with the provisions of the
People's Republic of China Security Act and other relevant laws, regulations,
rules and provisions, having reached a consensus through consultations, hereby
conclude this Contract for the purpose of joint performance hereof.

(Explanation: o in this Contract indicate options; chosen
options are marked with U
, while those not chosen are marked with X.)

Article 1Principal Creditor's Rights

The principal creditor's rights are with respect to the loan
principal of (spelled out) Ten Million Yuan Exactly under the
terms of Loan Contract number 15980 between Lender, Shanghai Bank
Caohejing Branch, and Borrower, Shanghai Fangyuan Digital Technology
Company, Ltd.

Article 2Term of Borrower's Fulfillment of Debt
Obligation

The term of Borrower's fulfillment of debt obligation is from
December 2002 through June 2003. If the term for fulfillment of debt
obligation in this Contract is inconsistent with loan documentation, the
information recorded in loan documentation shall prevail.

Article 3Effective Term of Hypothecation

The hypothecation shall exist concurrent to the creditor's
rights that it secures; as long as the creditor's rights are not eliminated, the
hypothecation shall not be eliminated.

Article 4Pledged Property

For details concerning the pledged property, see the attached
List of Pledged Property.

Article 5Scope of Pledge Security

U
 The scope of pledge security shall be the full creditor's rights enjoyed by
Pledgee under the terms of the Loan Contract referred to in Article 1 of this
Contract, including loan principal, interest, penalty interest, breach of
contract penalties, compensation amounts, pledged property custodian fees and
expenses to realize hypothecation rights.

X The scope of pledge security shall be
_______________________________________________


________________________________________________________________
_________________.

Article 6Delivery of Pledged Property

Pledgor shall complete pledged property delivery procedures
by [date blank]. For pledges of movable property, pledged property shall be
delivered to Pledgee. For pledges of rights, pledge registration, recording and
filing procedures for the relevant rights documentation shall be completed
before delivery of same to Pledgee. 

Article 7Insurance Matters

7.1If Pledgee deems necessary, Pledgor shall purchase
property insurance for the pledged property, the insured value to be no lower
than the stipulated amount of the pledge security scope set forth in Article 5
of this Contract. The term of insurance shall be continuous, and the overall
valid term shall be no shorter than the term for borrower fulfillment of the
debt obligation as set forth in Article 2 of this Contract. Prior to repayment
in full on the part of Borrower of the debt obligation under the terms of the
main contract, Pledgor must not terminate or cancel insurance for any
reason.

7.2The original insurance contract shall designate
Pledgee as first beneficiary of insurance compensation, and shall be turned over
to Pledgee for safekeeping.

7.3Insurance expenses shall be borne by Pledgor.

Article 8Notary Matters

If Pledgee deems necessary, Pledgor shall have this Contract
notarized in concert with Pledgee. Notary fees shall be borne by Pledgor.

Article 9Declarations and Warranties

9.1Pledgor declares:

9.1.1That Pledgor is an enterprise juridical person U
 institution juridical person q other economic organization approved for
registration by a Chinese industry and commerce administrative organ U
 administrative authority , has passed the required annual inspections, exists
validly, and is qualified and competent to conclude and fulfill this Contract,
and meets the following criteria:

9.1.1.1That it is in possession of a loan card issued by
the Shanghai Branch of the People's Bank of China which has further passed
annual review;

9.1.1.2That conclusion and fulfillment of this Contract
are in compliance with the provisions of the Company's Articles of Association,
and do not conflict with other contracts already concluded;

9.1.2That Pledgor is a natural person with the capacity
for civil conduct to conclude and fulfill this Contract;

9.1.3That it fully understands all contents of the loan
contract referred to in Article 1 of this Contract, and that it is voluntarily
providing pledge security to Pledgee;

9.1.4That all certificates and documentary information
turned over to Pledgor are authentic, legal, complete and valid, and that
nothing is concealed or falsified;

9.1.5That it owns full and legal rights of disposition of
the pledged property provided, and that disposition of said pledged property has
not been restricted by any other means prior to the conclusion of this
Contract.

9.2Pledgor warrants:

9.2.1To accept and cooperate with Pledgee's verification
of its qualifications and authority to pledge security, creditworthiness and
repayment ability, and of the ownership and value of the pledged property and
certificates concerning agreement to pledge property.

9.2.2In the event of any of the following circumstances,
Pledgor shall notify Pledgee in writing prior to the occurrence of the
circumstance, or no later than the day after the occurrence of the circumstance,
and shall provide relevant information; furthermore, in the event that pledge
security qualifications, authorities or capacity are endangered, Pledgor shall
take the initiative to adopt effective remedial measures:

9.2.2.1Matters affecting the ownership and disposition of
the pledged property, including corporate mergers, dissolution, bankruptcy,
liquidation, or litigation;

9.2.2.2Changes involving the corporate name, official
seal, articles of association, address, contact address, contact telephone
numbers, postal codes, bank of account and account number, primary place of
business, legal representative or person in charge, registered capital,
enterprise type, scope of operations, or term of operations;

9.2.2.3Occurrence of succession as the result of Pledgor
organizational changes;

9.2.2.4Discovery that Borrower has endangered interests
of Pledgor;

9.3Pledgee warrants:

To properly safeguard the pledged property. In the event that
pledged property is lost or damaged as the result of improper safekeeping,
Pledgee shall bear civil liability, with the exception of causes attributable to
force majeure.

Article 10Registration and Custody

10.1In the event that registration is required by law,
the two parties to the Contract shall jointly complete registration procedures
with the concerned registration authority. Registration expenses shall be borne
by Pledgor.

10.2Upon repayment in full of the debt obligation, the
two parties to the Contract shall jointly complete procedures to cancel the
registration with the original registration authority.

10.3The pledged property and evidence of hypothecation
rights shall be held in the custody of Pledgee. In the event that pledged
property is handed over by Pledgor, a one-time custodian fee of ___---___ shall
be paid to Pledgee. Pledgee shall issue a custody receipt to Pledgor.

Article11Realization of Hypothecation Rights

11.1In the event of any of the following circumstances,
if the creditor's rights have yet to be repaid in full, Pledgor shall negotiate
with Pledgee to liquidate the pledged property by means of discounted price or
auction. Priority will be given to application of proceeds received to the
secured debt obligation.

11.1.1Borrower fails to fulfill debt obligations that
have come due;

11.1.2In the event that Lender recalls the loan
prematurely as the result of default on the part of Borrower, Pledgor shall bear
corresponding pledge security liability prematurely.

11.1.3In the event that Pledgor violates its declarations
and warranties or fails to fulfill other obligations under this Contract;

11.1.4Borrower or Pledgor engage in other conduct that
infringes on the legal rights of Pledgee, affecting Pledgee's timely and full
recovery of creditor's rights.

11.2During the debt obligation fulfillment term, proceeds
from the transfer or disposal of pledged property by Pledgor as approved in
writing by Pledgee may be used for early repayment of the secured debt
obligation, or may be deposited with Pledgee to be used for repayment, said
deposits to be limited to the amount of the secured debt obligation.

11.3In the event that Pledgor conceals the true
circumstances of the pledged property, such that losses are incurred by Pledgee,
Pledgor shall provide compensation therefor.

11.4During the valid term of the Hypothecation Contract,
Pledgee has the right to collect interest earnings for the pledged property, and
to deposit collected interest earnings in Pledgor's special account established
at Pledgee's offices, or Pledgor shall safeguard same by other means, to be used
to repay the secured debt obligation after deduction of interest earnings
collection fees.

11.5In the event that the value of pledged property
diminishes, Pledgee has the right to demand that Pledgor provide supplementary
security of sufficient value; in the event that Pledgee incurs losses as the
result of Pledgor's conduct, Pledgor shall compensate for such losses.

Article 12Pledgee's Exercise of Rights

Unless Pledgee expressly forfeits the rights under this
Contract in writing, failure to exercise or delayed exercise of all or partial
rights under this Contract, or leniency or loosening of hypothecation criteria
or procedures with respect to Pledgor shall not be construed as forfeiture of
rights on the part of Pledgee.

Article 13Independence of Contract

This Contract shall not be invalidated due to the
invalidation of the loan contract referred to in Article 1.

Article 14Composition of Contract

The List of Pledged Property is an integral component
of this Contract, possessing equal legal effect as this Contract.

Article 15Modification and Assignment of Contract

15.1Revisions and supplements to this Contract and its
integral components require the execution of corresponding written agreements
upon arrival at consensus by the two parties through consultations.

15.2During the valid term of this Contract, Pledgee has
the right to assign all or part of the creditor's rights under the terms of the
Loan Contract to a third party, and shall notify Pledgor of such assignment.
Upon assignment of creditor's rights, the assignee shall enjoy the corresponding
rights of the original Pledgee, and Pledgor shall continue to bear pledge
security liability in accordance with the provisions of this Contract.

15.3In the event that registration of modification and
assignment of the Contract is required by law, registration procedures shall be
completed with the concerned registration authorities.

Article 16Dispute Resolution

16.1In the event that disputes arise in the process of
fulfillment of this Contract by the two parties, such disputes may be resolved
through consultations, or litigation may be filed directly in the Pledgee's
local People's Court of jurisdiction. During the term of consultations or
litigation, the two parties must continue to fulfill the portions of the
Contract not involved in the dispute.

16.2In all cases of enforcement of this Contract, if the
debt obligation fulfillment term has expired or if Lender recalls the loan
prematurely due default on the part of Borrower, and debtor fails to fulfill its
debt obligation, Pledgee may directly apply for compulsory execution of the
pledged property.

Article 17U
 Negotiated Addition

Pledgor guarantees that the daily inventory balance will
be no less than Ninety Million Yuan RMB. If the balance falls lower than this,
Pledgor shall promptly notify Pledgee, and shall replenish inventory within one
day's time.

Article 18Presentation Explanation

Pledgee submits that Pledgor should pay close attention to
clauses in this Contract that waive or limit Pledgee's liability.

Article 19Notice Method

19.1Notice of relevant matters by the two parties to the
Contract shall be made in writing and shall be delivered to the opposite party
at the address of its primary place of business set forth on the first page of
this Contract.

19.2When sending notices to the addresses stated above,
notices shall be deemed to have been delivered on the following dates: For
notices sent by post, the postmark date of the registered letter; for notices
delivered by special courier, the date on which the recipient signs for
acceptance.

Article 20Omissions

Matters not covered by this Contract shall be enforced in
accordance with the relevant national laws, regulations and provisions.

Article 21Term of Contract Validity

This Contract shall come into being upon signing and affixing
of official seals by the legal representatives (persons in charge) or appointed
agents of the two parties, and shall take effect upon handing over by Pledgor of
pledged property or rights documents into Pledgee's possession, or upon
registration (if registration is required by law). Contract shall terminate when
Pledgor's security liability under the terms of this Contract is completely
fulfilled.

Article 22Number of Copies of Contract

There are two identical original copies of this
Contract, one to be held by Pledgor, one to be held by Pledgee, and
  ---   to be held by registration and notary
authorities. The number of duplicates shall be determined as needed.



	

Pledgee ____________________________

[seals:] Shanghai Bank Contract Seal 

                       Caohejing Branch

                       (Official Seal)

 

                   Legal Representative

                   (Person in Charge)

                   or Appointed Agent Meng Yanli

                           (Signature)

               Date Signed: [Blank] 2002

               Signed at: [illegible]

	

 

	

Pledgor ____________________________

[illegible]

 

                       (Official Seal)

 

                   Legal Representative

                   (Person in Charge)

                   or Appointed Agent Wang Guoxiong

                           (Signature)









Attachment: List of Pledged Property

















Attachment

LIST OF PLEDGED PROPERTY

Hypothecation Contract No. 1598



	
Name and Contents of Pledged Property
	
Quantity
	
Current Price/Appraised Price
	
Pledge Ratio (%)
	
Pledged Value
	
Related Document, Rights Certificate
Numbers

	
Ownership
	
Insurance
	
Notarization
	
Hypothecation Rights

	 	 	
90 Million Yuan
	
22%
	
20 Million Yuan
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Remarks:

1.Pledged Property contents refers to collateral brand, specifications,
model numbers or the numbers of certificates of deposit, marketable securities
or rights certificates.

2.If signed by appointed agent, power of attorney should be
attached.

	
Pledgor: Shanghai Fangyuan Digital Technology Co., Ltd

(Official Seal)

Legal Representative

or

Appointed Agent  Wang Guoxiong
	
Pledgee: Shanghai Bank, Caohejing Branch Contract Seal

(Official Seal)

Legal Representative

or

Appointed Agent  Meng Yanli

[Date blank]