Unassociated Document


    Exhibit
      10.1

    TRANSLATION
      OF COMPREHENSIVE CREDIT LINE AGREEMENT

    


    Contract
      No: Shenzhen Ping An Bank (China Resources Center) 

    Credit
      line (2008) (A1001101340800005)

     

    
      
        	
                Party A ( Applicant):

                Address:  

              	
                Shenzhen Diguang Electronics Co Ltd

                23/F, Building A, Galaxy Century Building,
                  No, 3069,
                  Catian Road,

              
	 	
                Futian District, Shenzhen, PRC

              
	
                Corporate Representative: 

                Telephone:

              	
                Song Yi 

                26553580

              


      

       

      
        	
                Party B (Grantor):

                Address:

              	
                Shenzhen Ping An Bank Co Ltd( Shenzhen City
                  Crossing
                  Sub-branch)

                1st Floor, Mix Shopping Mall, No. 1881, Bao
                  An Nan Road,
                  Shenzhen, PRC

              
	Corporate
                representative (Bank Representative): Zeng Dong Ping
	Telephone:	82668238


      

       

    

    Party
      A
      had applied for the comprehensive credit line facilities from Party B, in
      accordance with the Contract Law and the relevant rules and regulations, both
      parties had reached this Agreement after unanimous consultation.

    


    Clause
      1  Credit
      Line Limit and Categories

    
      
        	1.1	
                Credit
                  line limit: Party B had agreed to grant Party A the comprehensive
                  credit
                  line limit of RMB 40,000,000 and this limit can apply to various
                  currencies.

              
	1.2	
                Credit
                  availability period is 12 months from the effective date of this
                  Agreement. During the credit availability period, the credit line
                  can be
                  utilized but the aggregate sum of the categories under the credit
                  line
                  cannot exceed the comprehensive credit line limit. Upon the expiry
                  of the
                  credit availability period, the unutilized credit line will become
                  ineffective automatically.

              
	 	Except
                for the letter of guarantee, the expiry date of the categories under
                the
                credit line cannot exceed more than 6 months from the expiry date
                of the
                comprehensive credit line.
	
                1.3  

              	The following categories can be used
                by the
                credit line:
	 	Short ter loan (less than one
                year)
	 	Bank acceptance
	1.4 	
                The
                  categories covered by the comprehensive credit line in respect
                  of the
                  amount, interest rate, bank charges and availability period are
                  subject to
                  the terms of the single credit line agreement and loan advice or
                  the
                  documentary proof of other loan
                  facilities.

              


      

    

     

    Clause
      2  The
      use
      of the credit line

    
      
        	2.1  	
                Party
                  A should apply to Party B in writing for the categories covered
                  by the
                  comprehensive credit line. In the event that the application fails
                  to meet
                  the conditions stipulated by Party B, Party B has the right to
                  refuse the
                  application. Upon checking and approval by Party B, both parties
                  should
                  sign the corresponding single credit line
                  agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	2.2  	Conditions imposed by the credit
                line:


      

    

    
      	(1)  	
              Party
                A has completed the legal procedures of obtaining the relevant government
                approval, permit, registration and delivery in accordance with the
                relevant laws and regulations;

            


    

    
      	(2)  	
              The
                guarantee agreement has taken
                effect;

            


    

    
      	(3)  	
              Party
                A has paid in full all the fees relevant to this
                Agreement;

            


    

    
      	(4)  	
              Party
                A has met all the conditions imposed by Party
                B

            


    

    
      	(5)  	
              There
                has been no unfavourable change to the operation and the financial
                conditions of Party A and its
                guarantor.

            


    

    
      	(6)  	
              There
                has been no change to the intentions of Party A and the guarantor
                to make
                repayment and extend the guarantee
                respectively;

            


    

    
      	(7)  	
              Party
                A does not violate the stipulated conditions under this
                Agreement.

            


    

    
    

    
      	2.3	
              Party
                A should bear the expenses in connection with the credit line including
                but not limited to communication expenses, postage and search fees.
                Irrespective of the final utilization of the credit line by Party
                A, any
                fees received by Party B are not refundable.

            
	 	
              Upon
                signing of the Agreement, Party B will levy on Party A an arrangement
                fee
                at 0% of the comprehensive credit line.

            
	2.4 	
              Party
                B has the right to adjust the credit line limit in accordance with
                the
                change in currency exchange rate or demand additional guarantee from
                Party
                A.

            
	2.5 	
              Party
                B has the right to monitor the utilization and the cash flow of the
                credit
                line amount and Party A should provide necessary
                assistance.

            
	2.6 	
              Before
                the utilization of the credit line or in the process of the utilization,
                if, as a result of national macroeconomic adjustment and the imposition
                of
                restrictions on the credit line size or its usage by Party B’s supervisory
                authorities or other reasons not caused by Party B, Party B cannot
                grant
                the credit line utliization to Party A, Party B has the right to
                suspend
                or cease the utilization of the credit line and also to terminate
                this
                Agreement, and Party A cannot raise any
                objection.

            


    

     

    Clause
      3  Repayment

    
      	3.1	Party
              A will open a bank account with Party B and the amount outstanding
              should
              be repaid to that designated account before the pre-determined repayment
              date.
	3.2 	
              Upon
                the expiry date of every single credit line, Party A should honor
                the debt
                obligation in a timely manner. Otherwise, it will constitute the
                expiry of
                credit line or will trigger payment in advance.

            
	3.3	
              Party
                A irrevocably authorizes Party B to deduct the credit interest and
                the
                related expenses from any bank account of Party A. In the event that
                the
                deduction is insufficient to repay the outstanding debts, the priority
                of
                repayment, in the order of preference, are expenses, interest and
                principal.

            
	3.4 	
              Early
                repayment can be made subject to the approval of Party B. Application
                for
                early repayment should be notified to Party B in writing 30 days
                in
                advance. Party B’s confirmation is irrevocable 3.5 When
                Party A or any third party provides 100% collateral for certain business
                activities within the scope of the credit line, such business activities
                will be excluded from the scope of the credit line and Party A can
                continue to apply and use the available credit line limit after the
                captioned adjustment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Clause
      4  Representations
      and warranties

    
      	4.1	
              Party
                A has obtained all proper authorization and approval for the purposes
                of
                signing this Agreement. The signing of this Agreement will not violate
                any
                agreements or undertakings made with any third parties.

            
	4.2 	
              Except
                for any matters notified to Party B in writing before signing of
                this
                Agreement, Party A does not have in existence any significant lawsuit,
                arbitration, action, litigation, legal review and other matters which
                would adversely affect the performance of this
                Agreement.

            
	4.3	Party A has accepted and warranted that
              Party
              B can monitor
              and check Party A’s execution of conditions of credit line utilization and
              Party A’s operation and financial position, and Party A will allow Party B
              to enter Party A’s premises to audit Party A’s assets, financial and
              operating conditions. 
	4.4	
              Party
                A should immediately provide to Party B the financial statements
                and
                related financial information as requested by Party B and declare
                the
                information provided is genuine, complete, objective and in strict
                compliance with the generally accepted accounting standards of China.
                Party A is a publicly listed company but it should not refuse Party
                B’s
                request for financial information due to the reasons of compliance
                with
                the laws regarding the disclosure by listed companies to the
                public.

            
	 	
              Party
                B undertakes to preserve the confidentiality of information provided
                by
                Party A, excluding information which is otherwise regulated by law
                or by
                agreement between the parties or information which does not constitute
                confidential information.

            
	4.5	
              Party
                A should immediately, comprehensively and accurately disclose to
                Party B
                the relationship with its related parties, related party transactions,
                and
                related parties’ events which may have an adverse effect on Party A’s
                performance of the Agreement. 

            
	4.6	
              In
                respect of the credit line exceeding one year( not including credit
                line
                within one year or less), from the second anniversary of the credit
                line,
                Party B has the right to revaluate the financial position and the
                specific
                project status against the conditions imposed by Party B for the
                credit
                line, followed by adjustments in credit line amount, availability
                period
                and interest rate in accordance with the revaluation results.


              In
                case of any collateral or pledged objects, Party B has the right
                to
                request evaluation performed by a valuer recognized by Party B and
                the
                valuation expenses will be borne by Party A. In the event of a
                depreciation in value of the collateral or pledged objects, which
                is no
                longer sufficient guarantee for the debt under the master agreement,
                Party
                B has the right to demand partial repayment or to request Party A
                to
                provide other guarantees approved by Party B.

            
	4.7 	
              Party
                A has to open a bank account with Party B to handle deposits and
                settlement transactions in preference to other banks. 

            
	4.8	
              In
                the event that one of the following events occurs, Party A should
                notify
                Party B in writing 30 days in advance. If Party B is of the opinion
                that
                those events may have a substantial adverse effect on the performance
                of
                the agreement, Party A should get the written consent from Party
                B before
                carrying out the event:

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (1)
      The
      operating pattern, organization chart and the operating activities has changed
      significantly, including but not limited to outsourcing, rental, joint ventures,
      stock ownership changes, merger and acquisition, joint investment (cooperation),
      split, establishment of subsidiaries, disposal of enterprises, assignment of
      title and rights, reduction in capital and closure due to subjective reasons
      etc;

    (2)
      Disposal, gift, lending, assignment , pledge and other manners for material
      assets with the value exceeding 10% of the net asset value;

    (3) Dividend
      distribution exceeding 30% the net profit after taxation for the current year
      or
      exceeding 20% of the total undistributed profit;

    (4) The
      new
      foreign investment exceeds 20% of the net asset value after the credit line
      is
      in effect;

    (5) Change
      in
      the terms of the loan agreements with other banks;, with early repayment of
      other long term loans;

    (6) Repayment
      of loan to the shareholders of Party A;

    (7) Application
      of the credit line facilities from other banks or the provision of guarantee
      to
      the third parties and the credit amount exceeding 20% of the net asset
      value.

    
      
        	4.9	
                Party
                  A should notify Party B in writing within 7 working days upon the
                  occurrence or possible occurrence of the following events, and
                  Party B has
                  the right to determine based on the facts whether to demand additional
                  guarantee or directly surrender the outstanding
                  loan:

              


      

    

     

    (1)
      Deterioration in the operating condition and financial positions of Party A
      or
      its guarantor;

    (2)
      The
      involvement in significant legal cases by Party A, its shareholders, its
      guarantor, the corporate representative of Party A or its guarantor, or key
      management officers, or the mandatory protection of the material
      assets;

    (3)
      Party
      A or its guarantor provides guarantee to third parties which has a significant
      adverse impact on the financial position or the performance of the
      agreement;

    (4)
      The
      closure of business, suspension of business for restructuring, dissolution,
      insolvency or the cancellation of business license of Party A or its
      guarantor.

    (5)
      The
      pledged objects depreciate in value significantly.

    (6)
      Any
      matters which have a significant effect on the operation activities of Party
      A
      or the guarantor and the safety of the credit line of Party B.

     

    
      
        	4.10	
                Party
                  A shall notify Party B within 7 working days after any changes
                  in
                  Company’s constitution, corporate representatives, address, company’s name
                  and other business registration 

              
	4.11	
                Party
                  A warrants the maintenance of reasonable financial ratios during
                  the
                  credit line availability
                  period.

              


      

    

     

    Clause
      5  Breach

    
      	5.1	
              The
                following events will constitute a breach to the terms of the
                Agreement

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(1)  	
              Party
                A does not observe the fund usage agreed to by both
                parties;

            


    

    
      	(2)  	
              Interest
                outstanding, overdue or disbursement within the credit
                line;

            


    

    
      	(3)  	
              Violation
                of representations and warranties made by Party A or non-fulfillment
                of
                the obligations contained in the
                Agreement;

            


    

    
      	(4)  	
              Fund
                and assets misappropriation by Party A or
                guarantor;

            


    

    
      	(5)  	
              Any
                violation by Party A during the performance of the Agreement with
                Party B
                or other banks

            


    

    
      	(6)  	
              Any
                significant adverse change in the operation and financial position
                of
                Party A or the loss in guaranteeing capacity of the guarantor or
                the
                damage or destruction of the pledged objects which adversely impact
                on the
                safety of the credit line of Party
                B.

            


    

    
    

    
      	5.2	
              In
                the event of the breach, Party B has the right to adopt the following
                measures:

            


    

    
      	(1)  	
              suspend,
                reduce, cancel the credit line;

            


    

    
      	(2)  	
              immediately
                demand Party A to repay all outstanding principal, interest accrued
                and
                expenses under the credit line, and to levy penalties on the overdue
                interest calculated on the outstanding principal from the date of
                breach;

            


    

    
      	(3)  	
              demand
                Party A to deposit the full amount of guarantee sum to meet the
                acceptance, letter of guarantee and letter of credit which is not
                yet
                overdue;

            


    

    
      	(4)  	
              Demand
                Party A to provide the guarantee measures recognized by Party
                B;

            


    

    
      	(5)  	
              Notify
                the relevant authorities and publicize in the
                media;

            


    

    
      	(6)  	
              Carry
                out remedial measures specified by the laws and
                regulations.

            


    

    
    

    
      	5.3	
              In
                the event of overdue repayment or advances, Party B can charge the
                penalty
                based on 50% of the interest rate agreed in the single credit line
                agreement calculated from the date of overdue or
                advances.

            
	 	
              In
                the event of fund not utilized in accordance with the single credit
                line
                agreement, Party B can charge the penalty based on 100% of the interest
                rate agreed in the single credit line agreement calculated from date
                of
                violation of fund usage.

            
	 	Compound interest will be charged for
              any
              overdue interest payment.
	5.4	
              Party
                A will bear the expenses incurred by Party B in connection with the
                loan(
                including but not limited to public notary expenses, litigation expenses,
                arbitration expenses, legal fees, assignment fee and traveling
                expenses).

            
	 	 
	 	 


    

    Clause
      6   Other
      agreed matters

    
      
        	6.1	
                The
                  categories covered by this credit line agreement are: 1)Working
                  capital
                  loan credit limit of RMB30,000,000 and the interest rate is levied
                  on the
                  compatible interest rate imposed by Party B, 2) Bank acceptance
                  credit
                  limit of RMB 10,000,000 and the margin ratio is 20%. The working
                  capital
                  loan credit limit can be converted into bank acceptance credit
                  limit.

              
	6.2 	
                The
                  credit limit is utilized for procurement of the raw materials for
                  production.

              
	6.3	
                In
                  case that the sales revenue for the first half of current year
                  is lower
                  than the corresponding period of the previous year, the current
                  credit
                  limit should cease.

              


      

    

     

    Clause
      7   Supplementary
      provisions

    
      
        	7.1  	Party B can transfer the rights under
                this
                Agreement in full or partially to third parties.
	7.2 	Party B has the right to demand for
                the
                notarization of the enforcement action under the
                Agreement


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	7.3	Any documents in connection with
                comprehensive credit line agreement such as single credit application,
                single credit agreement, loan advance advice and the documentary
                proof of
                the credit line and the related documents and information are integral
                parts of the Agreement and are legally valid.
	7.4	
                Party
                  A authorizes Party B to request for its credit status from the
                  credit
                  database from the People’s Bank of China, credit department, the relevant
                  organization or department and individuals.. The use of the credit
                  report
                  is limited to the scope stipulated from the credit information
                  provisional
                  law pronounced by the People’s Bank of China and the relevant law. Party A
                  agrees that Party B will provide its credit information to the
                  credit
                  database of People’s Bank of China and the credit
                  department.

              
	7.5	
                Party
                  B can disclose to potential assignee or anyone who might enter
                  into an
                  agreement with Party B any information of Party A which Party B
                  deems fit
                  and necessary.

              
	7.6	
                Any
                  notices, request or other letters Party B are deemed to be sent
                  to Party A
                  once Party B sends it to Party A’s address in accordance with this
                  Agreement or any address which have been notified by Party A in
                  writing to
                  Party B.

              
	7.7	
                Any
                  disputes arising in the performance of this Agreement are resolved
                  through
                  mutual consultation; if not, it will be resolved as
                  follows:

              
	 	legal action in the court in the jurisdiction
                of Party B’s location.
	7.8  	
                This
                  Agreement is governed by the laws of People’s Republic of
                  China.

              
	7.9  	
                
                  This
                    Agreement is valid when it is signed (stamped) by its corporate
                    representative (person in charge) and stamped by Company’s official chop.
                    If Party A has not utilized the credit line within 3 months of
                    the
                    execution of this Agreement, Party B has the right to terminate
                    this
                    Agreement.

                

              
	7.10  	This Agreement has 5 counterparts,
                2 of which
                are kept by Party B and 1 kept by Party
                A.


      

    

     

    Party
      A
      declares that it fully understands the terms of this Agreement, the relevant
      guarantee agreement and the relevant documents, and that it has already (when
      necessary) sought independent legal advice.

     

    
      	Party A (company official chop)	 	 
	
            	
              Party
                B (company official chop)

            	 
	Corporate representative or entrusted
              person:  	 	 
	 	 	 


    

     

     

    Signing
      date: July 1, 2008

    Signing
      Place: