Unassociated Document


     

    Summary
Translation of

    Guarantee
Contract of Maximum Amount

    No.:
1020618092-3

     

    Note:  This is not a
comprehensive translation.

     

    Creditor (Party A): 
Shenzhen Futian Branch of Guangdong Development Bank

    Legal
Representative:  Liu Chunchen

    Title: 
Branch Manager

     

    Guarantor (Party B): 
Comtech International (Hong Kong) Limited

    Legal
Representative:  Li Honghui

    Title: 
Director

     

    To assure
the fulfillment of the debt obligation under the principal contract stipulated
in Article 1 of this contract, Party B is willing to provide guarantee to Party
A.  Unless otherwise provided in this contract, the interpretation of the
terms used herein follows the definitions in the principal
contract.

     

    
      	
              Article
      1.

            	
              Principal
      Contract

            


    

     

    Comprehensive
Credit Facility Agreement (No. 10206108092) by and between the debtor of the
principal contract and Party A of this guarantee contract, dated
_______________.

     

    
      	
              Article
      2.

            	
              Maximum Guaranteed
      Amount

            


    

     

    The
maximum guaranteed amount under this contract is the sum of the following two
items:

     

    
      	
               
      

            	
               1.

            	
              The
      maximum outstanding balance of the principal of the guaranteed debts:
      RMB65 million

            


    

     

    
      	
               
      

            	
               2.

            	
              All
      of the amount, fees and expenses stipulated in Article 4 of this
      contract

            


    

     

    
      	
              Article
      3.

            	
              Manner of
      Guarantee

            


    

     

    
      	
               
      

            	
               1.

            	
              The
      guarantor and the debtor of the principal contract bear the joint and
      several liability.

            


    

     

    
      	
               
      

            	
               2.

            	
              In
      case of multiple guarantors, each guarantor bears the joint and several
      liability to the entire debts.

            


    

     

    
      	
              Article
      4.

            	
              Scope of
      Guarantee

            


    

     

    The scope
of guarantee include the principal, interest, compound interest, punitive
interest, penalties, indemnifications, all fees associated with exercising a
claim (including but not limited to litigation fees, arbitration fees, attorneys
fees, travel expenses, execution fees, security fees, appraisal fees, auction or
sales fees, transfer fees, advertising fees, etc) and any other fees due under
the principal contract.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Article
      5.

            	
              Term of Guarantee and
      Statute of Limitations

            


    

     

    
      	
               
      

            	
               1.

            	
              The
      term of guarantee under this contract: two (2) years commencing the
      expiration date of the term for the debtor of the principal contract to
      perform its debt obligations.

            


    

     

    
      	
               
      

            	
               2.

            	
              If
      Party A, pursuant to the law or to the stipulation of the principal
      contract, demands that the debtor of the principal contract fulfills its
      debt obligation ahead of time, the term of guarantee is two years starting
      from the date on which Party A delivers written notice to the debtor of
      the principal contract for advance fulfillment of the debt
      obligation.

            


    

     

    
      	
               
      

            	
               3.

            	
              Within
      the term of guarantee, Party A has the right to demand Party B to bear the
      guarantee liability of the debts under the principal contract in whole or
      in part, for multiple debts or single debts, all together or
      separately.  If the repayment of any debt under the principal
      contract is in installment,  then the term of guarantee is two (2)
      years commencing the effective date of this contract through the
      expiration date of the last installment of the debt obligation
      performance.

            


    

     

    
      	
               
      

            	
               4.

            	
              If
      the debt under the principal contract is not repaid, and Party A demands
      the guarantor to assume guarantee liability before the expiration date of
      the term of guarantee set forth in this provision, the statute of
      limitations of the guaranteed debts applies and runs from the date on
      which the creditor demands the guarantor to assume guarantee
      liability.

            


    

     

    
      	
              Article
      6.

            	
              Exercise of Right
      Under Guarantee

            


    

     

    
      	
               
      

            	
               1.

            	
              If
      the debtor under the principal contract fails to repay the principal and
      interest of the debts and related expenses in accordance with the
      principal contract, Party A may pursue Party B directly for payment and
      may directly withdraw the amount due under the principal contract from the
      bank accounts opened with Party A or with any branch of Party
      A.

            


    

     

    
      	
               
      

            	
               2.

            	
              If
      the claim under guarantee is guaranteed by both collaterals and by
      guarantors, when the debtor under the principal contract fails to fulfill
      the debt obligation upon the maturity date, or the events agreed by the
      parties of this contract to realize collaterals occur, Party A has the
      right to choose to realize the collateral or to demand Party B to assume
      guarantee liability.

            


    

     

    
      	
               
      

            	
               3.

            	
              Party
      A has the right to issue written notice to Party B requesting Party B to
      assume guarantee liability ahead of time if any of the following
      situations occurs:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      principal contract is cancelled in accordance with terms herein or the
      law;

            


    

    
      	
               
      

            	
              (2)

            	
              The
      debt obligation should be fulfilled ahead of time in situations as
      stipulated in the principal contract, but the debt obligation under the
      principal contract is not fulfilled or not fully
  fulfilled.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              Article
      7.

            	
              Representations and
      Warranties

            


    

     

    Party B
hereby makes representations and warranties as below:

     

    
      	
               
      

            	
               1.

            	
              If
      Party B is a legal entity or an organization, it is legally incorporated
      and registered and has right and ability to execute and perform this
      contract.  If Party B is a natural person, he/ she is legally
      qualified and has rights and ability to execute and perform this
      contract.

            


    

     

    
      	
              
              

            	
               2.

            	
              
                (1)    Party B
      comprehends completely the content of the principal contract and the
      execution and fulfillment of this contract is based on Party B’s bono fide
      expression of intent and on the legitimate and valid authorization secured
      in accordance with the requirements of its articles of association or
      other internal management
documents.

              

            


    

    
      	
               
      

            	
              (2)

            	
              In
      case the guarantor is a company, the guarantee provided has been approved
      by the board of directors, or shareholders in accordance with its articles
      of association.  If its articles of association has limit on the
      maximum total amount of the guarantee or the amount of each guarantee,
      Party B warrants that the guarantee under this contract does not exceed
      such limit set forth in the articles of
  associations.

            


    

    
      	
               
      

            	
              (3)

            	
              The
      legal representative or authorized agent who executed this contract on
      behalf of Party B has legitimate and valid authorization from the company;
      the execution and fulfillment of this contract will not constitute a
      violation of any contract, agreement or other legal documents that are
      binding to Party B.

            


    

     

    
      	
               
      

            	
               3.

            	
              All
      the documents and materials provided by Party B to Party A are accurate,
      authentic, complete and valid.

            


    

     

    
      	
               
      

            	
               4.

            	
              Party
      B accepts, and will provide assistance and cooperation to, Party A’s
      monitoring and examination of its production operation and financial
      situation.

            


    

     

    
      	
               
      

            	
               5.

            	
              As
      of the date of the execution of this contract, Party B has not concealed
      any material debt already assumed.

            


    

     

    
      	
               
      

            	
               6.

            	
              If
      any event occurs that could affect Party B’s financial situation and its
      ability to fulfill contract obligations, including but not limited to any
      form of spin-off, merger, joint-operation, joint venture or partnership,
      outsourced operation, reform, restructuring, proposed IPO and any change
      of its operation, reduction of registered capital, material transfer of
      assets and equity, assumption of material debt, split, cease of operation,
      dissolution, halting of operation for restructuring, revocation of
      operation permit, deterioration of financial situation, forced bankruptcy
      filing, or involvement in major litigation or arbitration cases, Party B
      shall provide written notification to Party A
  promptly.

            


    

     

    
      	
               
      

            	
               7.

            	
              Within
      the effective period of this contract, Party B warrants that Party B shall
      implement appropriately all the guarantee obligations under this contract
      in the event of Party B’s split, merger, equity structure reform or other
      events.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              Article
      8.

            	
              Contracting
      Negligence

            


    

     

    After the
contract is executed, if the contract cannot take effect due to any cause on the
part of Party B. It shall be contracting negligence of Party B, and Party B
shall assume liability to compensate Party A for any consequent
loss.

     

    
      	
              Article
      9.

            	
              Disclosure of Related
      Party Transaction

            


    

     

    Party B
does not belong to the Group Client as defined by Party A in accordance to “Risk
Management Guide of Extending Credit Line to Group Client of Commercial Bank”
(“Guide”).

     

    
      	
              Article
      10.

            	
              Rights and Obligations
      of Party A

            


    

     

    
      	
               
      

            	
               1.

            	
              Has
      the right to require Party B to provide relevant documents that can
      certify its valid identity.

            


    

     

    
      	
               
      

            	
               2.

            	
              Has
      the right to require Party B to provide financial reports and other
      documents that reflect its assets and liability
  situation.

            


    

     

    
      	
               
      

            	
               3.

            	
              Has
      the right to demand Party B to assume guarantee liabilities if Party A’s
      claim has not been entirely satisfied or has been satisfied only partially
      upon the expiration of the fulfillment term of the principal debt
      obligations.

            


    

     

    
      	
               
      

            	
               4.

            	
              Within
      the effective period of this contract, Party A shall issue written
      notification promptly to Party B if Party A transfers, in accordance to
      the law, the principal claim of debt to a third
  party.

            


    

     

    
      	
              Article
      11.

            	
              Rights and Obligations
      of Party B

            


    

     

    
      	
               
      

            	
               1.

            	
              To
      the payment collection documents delivered by Party A, Party B is
      obligated to signed the delivery receipt and return such receipt to the
      deliverer. To the payment collection letter or other payment collection
      documents sent by Party A (including but not limited to documents via
      post, fax, telegraph, electronic transmission and e-mail), Party B is
      obligated to sign off and return delivery receipt within 3 days after
      signing off such documents.

            


    

     

    
      	
               
      

            	
               2.

            	
              The
      agreement to amend the principal contract between Party A and the debtor
      under the principal contract does not require Party B’s consent, unless
      such amendment increases Party B’s liability under guarantee (with the
      exception of interest adjustment already provided), and Party B shall
      still bear guarantee liability within the scope of guarantee stipulated in
      this contract.

            


    

     

    
      	
               
      

            	
               3.

            	
              Party
      B shall still bear joint and several liability within the original scope
      of guarantee stipulated in this contract if Party A transfers its claim of
      debt under the principal contract to a third party within the effective
      period of this contract.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
               4.

            	
              Within
      the guarantee period, Party B shall not issue guarantee to a third party
      that exceeds its ability to fulfill or dispose of any assets in any manner
      that will impair its ability to guarantee, and shall not cause damage to
      Party A’s interests. Party B has the obligation to provide Party A with
      financial reports and explanation in regard to the conditions of its
      guarantee liabilities.

            


    

     

    
      	
               
      

            	
               5.

            	
              In
      the event the debt under the principal contract become due upon its
      maturity, or prior to the maturity in accordance with the principal
      contract, and the debtor of the principal contract does not repay the
      principal and interest, Party A has the right to demand Party B directly
      to repay such debt.  Party B warrants that it will not refuse to pay
      by any reason with regard to Party A’s claim and waives the right to
      contest under Article 20 of Guarantee
Law.

            


    

     

    
      	
               
      

            	
               6.

            	
              Within
      the effective period of this contract, Party B agrees to fulfill its joint
      and several liability upon the receipt of written notice from Party A, if
      Party A cancel the contract or accelerate the repayment of the debt under
      the principal contract in accordance with laws or the principal
      contract.

            


    

     

    
      	
              Article
      12.

            	
              Event of
      Default

            


    

     

    The
occurrence of any of the following events constitutes a default of Party
B:

     

    
      	
               
      

            	
               1.

            	
              Party
      B fails to perform guarantee obligation pursuant to the provisions of this
      contract;

            


    

     

    
      	
               
      

            	
               2.

            	
              The
      representation made by Party B in this contract is not authentic or Party
      B violates the warranties made under this
  contract;

            


    

     

    
      	
               
      

            	
               3.

            	
              The
      occurrence of any event described in Section 6 of Article 7 that adversely
      affects Party B’s financial situation and its ability to perform this
      contract;

            


    

     

    
      	
               
      

            	
               4.

            	
              Party
      B’s cessation of operation or its dissolution, dismantlement or
      bankruptcy;

            


    

     

    
      	
               
      

            	
               5.

            	
              Violation
      by Party B of other provisions of this
contract;

            


    

     

    
      	
               
      

            	
               6.

            	
              Involvement
      of Party B’s senior management executive in serious cases of corruption,
      bribery, embezzlement, or illegal operation, and Party B’s failure under
      the circumstance to issue corresponding assurance or its assurance is not
      satisfactory to Party A;

            


    

     

    
      	
               
      

            	
               7.

            	
              The
      occurrence of material financial loss or asset loss, or occurrence of
      asset loss or other financial crisis due to its external guarantee and
      Party B fails to provide corresponding guarantee or such guarantee is not
      satisfactory to Party A;

            


    

     

    
      	
               
      

            	
               8.

            	
              The
      problems on business operation or financial condition of the controlling
      shareholder or affiliates of Party B occurred, or Party B and its
      controlling shareholders or its affiliates conducted material related
      transactions and such transactions affect the ordinary business operation
      of Party B, and Party B fails to provide corresponding guarantee or such
      guarantee is not satisfactory to Party
A;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
               9.

            	
              The
      material adverse change on the industry, to which Party B belongs, and
      Party B fails to provide corresponding guarantee or such guarantee is not
      satisfactory to Party A;

            


    

     

    
      	
               
      

            	
               10.

            	
              The
      occurrence of events of default under by Party B under other contracts by
      and between Party B and Party A or other entities of Party
    A;

            


    

     

    If any of
events of default occurs, Party A is entitled to take any or all of the
following actions:

     

    
      	
               
      

            	
               1.

            	
              To
      request Party B to cure the default, and perform its guarantee obligations
      in time;

            


    

     

    
      	
               
      

            	
               2.

            	
              To
      decrease, cease or terminate the credit line extended to Party B in whole
      or in part;

            


    

     

    
      	
               
      

            	
               3.

            	
              To
      cease or terminate the business applications of Party B under this
      contract or under other contracts by and between Party A and Party B in
      whole or in part; to cease or terminate the issuance of loans that have
      not been issued, or the trade finance that has not been handled in whole
      or in part;

            


    

     

    
      	
               
      

            	
               4.

            	
              To
      accelerate the payment of all principal and interest outstanding under
      other contracts by and between Party A and Party B, and such sums shall
      become immediately due;

            


    

     

    
      	
               
      

            	
               5.

            	
              To
      terminate or cancel this contract and other contracts by and between Party
      A and Part B in whole or in part;

            


    

     

    
      	
               
      

            	
               6.

            	
              To
      request Party B to indemnify Party A’s loss caused by the
      default;

            


    

     

    
      	
               
      

            	
               7.

            	
              Upon
      the prior or later notice to Party B, to withdraw the deposits in Party
      B’s accounts opened with Party A or with other entities of Party A to
      repay the whole or a part of debts;

            


    

     

    
      	
               
      

            	
               8.

            	
              Other
      methods that Party A considers to be
necessary.

            


    

     

    
      	
              Article
      13.

            	
              Effectiveness, Change,
      Cancellation and Termination

            


    

     

    
      	
               
      

            	
               1.

            	
              The
      contract becomes effective upon execution of the two parties and the
      contract ends after the repayment of all the principal under the principal
      contract and its associated interest, punitive interest, compound
      interest, penalties, indemnifications, fees for realizing claims and all
      other fees due.

            


    

     

    
      	
               
      

            	
               2.

            	
              The
      contract, upon effectuation, is legally binding to each party’s legal
      successors and assigns.

            


    

     

    
      	
               
      

            	
               3.

            	
              This
      guarantee contract is independent from the principal contract, and shall
      not become void in the event the principal contract becomes
      null.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              Article
      14.

            	
              Notarization

            


    

     

    
      	
              Article
      15.

            	
              Governing Law and
      Dispute Resolution

            


    

     

    
      	
               
      

            	
               1.

            	
              Governing
      Law: the laws of the People’s Republic of
China

            


    

     

    
      	
               
      

            	
               2.

            	
              Dispute
      Resolution: through negotiations. In the event the both parties fail to
      reach agreements through negotiation, both parties hereby agree to use the
      same dispute resolution set forth in the principal
    contract.

            


    

     

    
      	
              Article
      16.

            	
              Special
      Statement

            


    

     

    
      	
               
      

            	
               1.

            	
              Party
      B acknowledges that all the provisions under this contract have been
      thoroughly negotiated among all parties; that it understands all of the
      contents of the contract; that the contract does not contain circumstances
      that limit or waive its liabilities and that it has not disputes with any
      of the provisions.

            


    

     

    
      	
               
      

            	
               2.

            	
              Party
      B authorizes that Party A may submit all of credit information during the
      term of loans (or credit lines) to the Credit Reference Center of the
      People’s Bank of China or other competent authorities, and that Party A
      may look up the aforesaid information submitted to such
      institutions.

            


    

     

    
      	
              Article
      17.

            	
              Miscellaneous

            


    

     

    
      	
              Article
      18.

            	
              Other
      Covenants

            


    

     

    Party
A:  Shenzhen Futian Branch of Guangdong Development Bank

    Legal
Representative/ Authorized Person:  Liu Chunchen  (with the
signature and seal)

    Date:
September 24, 2009

     

    Party
B:  Comtech International (Hong Kong) Limited

    Legal
Representative/ Authorized Person:  Allen Wu  (for and on
behalf of Comtech International (Hong Kong) Limited)  (with the
signature)

    Date: September
24, 2009

    


    Witnessed
by Ha Chun, Michael of HA and HO Solicitors


    
      
         


      

      
        7