LOAN
AGREEMENT




Contract
No.
23101201000000912




The
Borrower (Full Name): Heilongjiang Lanxi Sunrise Linen Textile Industry Co.,
Ltd.


The
Lender (Full Name): Lanxi Branch, Agricultural Bank of China


Subject
to the related state laws and regulations, the Parties hereto enter into the
following Agreement through negotiation:




ARTICLE 1
LOAN




1. Type
of Loan: short-term loan


2.
Purpose of Loan: purchase of raw materials


3.
Amounts and Currency: RMB 9,000,000


4. Loan
Term:


a) The
loan term shall be detailed in the following chart:





Commencement
      Date
                  Expiration
      DateYear
                  Month
                  Day
                  Amount
                  Year
                  Month
                  Day
                  Amount2010
                  March
                  22
                  RMB 9,000,000
                  2011
                  March
                  21
                  RMB 9,000,000




(Supplementary
chart adding related contents, if any, shall be part of this
Agreement)




b)
            If
      the amount, commencement or expiration date of loan listed herein is
      inconsistent with those indicated in the loan note, the stipulations of
      loan note shall prevail. Loan note shall be part of this Agreement and
      have the same legal effect.




c)
            If
      any loan hereunder is made in foreign currency, the Borrower shall pay the
      principal and interests in such currency to the
  Lender.




5.
Lending Rate




Lending
rate for the loan in RMB shall be the following manners:




Fixed
Rate: the rate shall be 30% higher than the base rate, which is 6.903% till the
expiration date.




6. Settle
Interests




The
interest of loan hereunder shall be settled in quarterly and the expiry date for
interest shall be the 20th day of each quarter. The interests shall be paid by
the Borrower at each expiry date. If the last interest payment date is not the
date for the payment of principal, the remaining interests calculated daily as
1/30 of the month’s interest rate shall be paid with principal at the date for
the payment of principal.







ARTICLE 2
PRECONDITIONS




The
Lender shall provide the loan hereunder only after:




1. The
bank account, i.e., basic bank account, has been established by the Borrower at
the Lender;




2. The
Borrower has provide the related instruments and fulfill the appropriate
formalities as required by the Lender;




3. The
Borrower has acquired all approvals, registrations and fulfilled all other
formalities necessary for the loan hereunder if the same is related to the
foreign currency; and




4. The
guarantees or insurances required for the loan hereunder have been fulfilled and
effective pursuant to the related requirements of laws, in addition, the surety
agreement necessary for the loan hereunder, if any, has been concluded and come
into effect.




ARTICLE 3
RIGHTS AND OBLIGATIONS OF THE LENDER




1. The
Lender may be entitled to access the information of the Borrower concerning the
business operation, financial activities, inventory and use of loan and may
require the periodic provision of financial statement or other materials,
instruments or information by the Borrower.




2. The
Lender may be entitled to suspend the provision of loan or require the early
recovery of loan if any event occurred, particularly but not limited to the
events listed in Article 4.7, 4.8, 4.10 herein, which may prejudice the safety
of loan.




3. Any
early-recovered principal, interests, penalties, compound interests and any
other payment due to the Lender may be deducted by the Lender directly from the
bank account of the Borrower.




4. If the
amount paid by the Borrower fails to satisfy the requirements hereunder, the
Lender may, at its sole discretion, use such amount for the payment of
principal, interests, penalties, compound interests or other
expenses.




5. The
Lender may disclose the breach of the Borrower if the Borrower fails to make the
due payment hereunder.




6. The
Lender shall provide loan to the Borrower in accordance with this
Agreement.







ARTICLE 4
RIGHTS AND OBLIGATIONS OF THE BORROWER




1. The
Borrower may obtain and use loan in accordance with this Agreement.




2. The
Borrower shall make settlement and deposit related to the loan hereunder in the
bank account referred in Article 2 hereof.




3. The
Borrower shall acquire all approvals, registrations and fulfill all other
formalities necessary for the loan hereunder if the same is related to the
foreign currency.




4. The
Borrower shall pay the principal and interests when due. Any renewal to the loan
term shall be subject to the written application at least 15 days prior to the
expiration date and shall be effective only upon the approval of the
Lender.




5. The
Borrower shall use such loan in accordance with this Agreement and may not use
the same for any other purposes.




6. The
Borrower shall provide the complete and accurate financial statement and other
related materials and information to the Lender on a monthly basis, and shall
provide assistances to the inspection made by the Lender on the business
operation, financial activities and the use of loan hereunder.




7. The
prior written notice to and approval by the Lender shall be necessary for the
leasing, joint-stock, partnership, merger, consolidation, separation, joint
venture, assignment of assets, shutting down, dissolution, bankruptcy or any
other activities conducted or threatened to be conducted to or by the Borrower
which may prejudice the safety of loan hereunder.




8. The
prior written notice to the Lender and the appropriate protection measures shall
be necessary for any other events except those listed above, which including but
not limited to the production stopping, suspension of business operation,
cancellation of business licenses, the involvement of illegal activities by the
legal representative or principal of the Borrower, the pending arbitration or
other legal proceedings, the substantial difficulties for business operation and
the deterioration of financial conditions.




9. Any
guarantee or mortgage provided by the Borrower for debts of any third party,
which may prejudice the Repayment of loan hereunder may, be subject to the prior
written notice to and approval by the Lender.




10. The
Borrower may not surreptitiously withdrawn funds, transfer assets or shares to
escape the payment due to the Lender.




11. Any
change to the name, legal representative, address, business scope of the
Borrower shall be notified to the Lender as quickly as possible.




12. The
Borrower shall provide other appropriate protection measures at the satisfaction
of the Lender if the warrantor hereunder suspends its business operation or is
shutting down, cancelled of business licenses, bankrupt or suffering losses
which prejudice it’s competent for the guarantee hereunder or the values of
subject matters of guarantee, pledge or lien have been
decreased.







13. The
related lawyer fees and costs of transport, insurance, evaluation, registration,
storage, appraisal or notarization hereunder shall be borne by the
Borrower.




ARTICLE 5
EARLY REPAYMENT OF LOAN




The early
repayment of loan shall be subject to the consent of the Lender. If agreed by
the Lender, the interest rate of such early repayment shall be the first of the
following manners:


(1) The
interest rate shall be calculated in accordance with the loan term hereunder and
the interest rate agreed by the Parties.


(2) The
interest rate shall be floated ____ % higher than the base interest rate
stipulated herein during the term of the loan.


ARTICLE 6
LIABILITY




1. If any
losses suffered by the Borrower due to the delay supply of loan by the Lender by
violating the stipulation herein, damages shall be paid to the Borrower in
accordance with the amounts of such loan and the days delayed, the calculation
methods of such damages shall be those used for the calculation of interests for
delay repayment of loan.




2. if the
Borrower fails to repay the due principal by violating the stipulation herein,
the default interest (“default interest of delay”) shall be imposed at the
interest rated agreed by the Parties plus 5% commencing from the due payment
date until the full payment of principal and interest including such default
interest, during such period, if the loan is made in RMB, the interest rate
shall be escalated accordingly when the benchmark interest rate is escalated by
the People’s Bank of China.




3. if the
Borrower fails to use the loan hereunder for the purposes mentioned herein, the
default interest (“default interest of breach”) shall be imposed at the interest
rated agreed by the Parties plus 5 % commencing from the due payment date until
the full payment of principal and interest including such default interest,
during such period, if the loan is made in RMB, the interest rate shall be
escalated accordingly when the benchmark interest rate is escalated by the
People’s Bank of China.







4. The
compound interest may be imposed by the Lender on the interest due and unpaid in
accordance with the rules of the People’s Bank of China. “Compound Interest”
mentioned above include the interest (including the default interest of breach)
due and unpaid occurred during the loan term and the interest (including the
default interest of breach and default interest of delay) due and unpaid
occurred upon the expiration of loan term. The compound rate of the interest due
and unpaid occurred during the loan term shall be calculated on the basis of
interest rate agreed by the Parties during the loan term, and shall be
calculated on the basis of delay repayment upon the expiration of loan
term.




5. If any
provisions herein has been violated by the Borrower, the Lender may be entitled
to require the rectification by the Borrower with the appropriate time limit, to
suspend the supply of loan, to make early recovery of loan supplied, or to
announce that any other loans under any other loan agreement between the Lender
and the Borrower become due immediately or to take any other appropriate
protection measures.




6. If any
of the warrantors violating any provisions under the corresponding surety
agreement entered into by such warrantor, the Lender may suspend the supply of
loan, to make early recovery of loan supplied or take any other appropriate
protection measures.




7. if the
creditor’s rights of the Lender hereunder have to be fulfilled in the form of
arbitration or any other legal proceedings due to the breach of the Borrower,
all expenses suffered by the Lender therefrom, including but not limited to the
lawyer fees, travel expenses or any other costs, shall be indemnified by the
Borrower.




ARTICLE 7
GUARANTEE




The loan
hereunder shall be guaranteed in the form of maximum pledge guarantee with a
separate guarantee agreement to be executed separately.




ARTICLE 8
DISPUTE RESOLUTION




Any
dispute between the Parties arising out of the performance hereof shall be
settled thorough amiable negotiation or in the first of the following
manners:




1.
Litigation with the exclusive jurisdiction by the People’s Court where the
Lender is incorporated; or







2.
Arbitration in accordance with its arbitration rules.




During
such litigation or arbitration, any other parts of this Agreement unrelated to
such dispute shall be performed uninterrupted.




ARTICLE 9
MISCELLANEOUS




None.




ARTICLE
10 EFFECTIVENESS




This
Agreement shall come into effect on the date signed or sealed by the Parties
hereto.




ARTICLE
11 COPIES




This
Agreement shall be executed in three copies, each Party shall have one and each
warrantor shall have one copy, all those shall have the same legal
effect.




The
Lender has noted that the Borrower shall make thorough reading and comprehensive
understanding on the provisions herein and has made the corresponding
explanation and interpretation at the request of the Borrower. Finally, there is
not any dispute or controversy on this Agreement between the Parties
hereto.





/s/ GAO RenLegal
      Representative: GAO RenHeilongjiang
      Lanxi Sunrise Linen Textile Industry Co., Ltd.Dated:
      March 22, 2010/s/ ZHAO YongyangLegal
      Representative: ZHAO YongyangLanxi
      Branch, Agricultural Bank of ChinaDated:
      : March 22, 2010