Unassociated Document


    Exhibit
      10.2

    Translation
      of Pledge Contract

    


    Contract
      No.: Shenping Bank (China Resources Center) 

    Pledge
      No.: (2008) A10011101340800005

    


    Party
      A
      (Pledgor): Dongguan
      Diguang Electronic Science and Technology Co., Ltd.

    Location
      (Address): Industrial Area, Hongmenshan, Changshantou, Qingxi County,
      Dongguan

    Legal
      Representative: Song Yi 

    Tel.:
      26553580

    


    


    Party
      B
      (Pledgee): Shenzhen Ping An Bank Co Ltd( Shenzhen City Crossing
      Sub-branch

    Location
      (Address): 1st Floor, Mix Shopping Mall, No. 1881, Bao An Nan Road, Shenzhen,
      PRC

    Legal
      Representative (Person In Charge): Zeng Dongping 

    Tel.:
      82668238

    


    Pursuant
      to Contract law, Guaranty Law and the relevant laws and regulations, both Party
      A and Party B reach this Agreement after unanimous consultation. 

    


    Clause
      One Pledge and Pledge Obligation

     

    
      
        	
                1.1
                  Party A wishes to provide the maximum guaranty pledge for the occurred
                  debts within the credit availability period and the fixed credit
                  line
                  under the comprehensive credit line agreement (hereinafter referred
                  to as
                  the Contract) ---- Shenping Bank (China Resources Center) Credit
                  No.:
                  (2008) A10011101340800005 under pledge of Factory Buildings A,
                  B, Office
                  Buildings, Dormitory Building and Cadre Building (No.: C4956850
                  / C4956849
                  / C4956848 / C4956851 / C4956852) (hereinafter referred to as the
                  Pledge).
                  Both Parties agree to provide the guaranty with the Pledge simultaneously
                  for the occurred debts under the corresponding Shenping Bank (China
                  Resources Center) Credit No.: (2008)
                  A10011101340800005.

              


      

    

     

    See
      the
      attached “Pledge List” and Certificate of Pledge Rights for the details of
      pledge, and the attachments are inseparable part of the Contract. 

    


    1.2
      The
      maximum principal amount of the creditor’s rights in pledge guaranty is
      RMB40,000,000 (say, RMB forty million). The scope of guaranty is the principal
      of creditor’s rights, interest, compound interest, penalty interest, penalty for
      breach and damages as well as various fixed expenses under the . The value
      of
      the Pledge is fixed at the time when the pledge rights are realized. When the
      pledge rights are realized, Party A will be responsible for the guaranty under
      the Main Contract for the value of the pledge rights. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                1.3
                  The pledge that Party A provides is an independent pledge. Regardless
                  of
                  the availability of guaranty (including the debtor under the Main
                  Contract) provided by the guarantors, Party B has the priority
                  right of
                  requesting Party A to take responsibility for the guaranty. If
                  Party B
                  waives the exercise right to the guaranty (including the guaranty
                  provided
                  by creditor) or the guaranty provided by other guarantors, Party
                  A will
                  remain responsible for all guarantees agreed to in the Contract.
                  

              


      

    

     

    1.4
      The
      Contract is an irrevocable contract.

    


    1.5
      The
      force of the Contract is independent of the Main Contract. The contract remains
      valid even if the Main Contract or part of its clauses are void. 

     

    
      	
              1.6
                Within the period of the Contract, the original copy of the Certificate
                of
                Pledge Rights is kept by Party B. After the debtor settles all the
                principal, interest and expenses of the creditor’s right under the
                Contract., the pledge rights will be automatically invalidated and
                Party B
                will return the original copy of the Certificate of Pledge Rights
                to Party
                A. 

            


    

     

    Clause
      Two Pledge Registration and Insurance 

     

    
      	
              2.1
                For pledges under the Contract which need to be legally registered,
                Party
                A should go through the pledge registration formalities in accordance
                with
                Party B’s request and legal regulations, the original copies of such
                registration documents are to be kept by Party B. After the debtor
                settles
                all the principal debt, interest and expenses under the Contract,
                the
                pledge registration will be
                de-registered.

            


    

     

    
      	
              2.2
                Party B has the right to request Party A to take the insurance policy
                for
                pledge and appoint Party B to be the first beneficiary.. The insured
                amount of property will be determined by the value of the Pledge
                and the
                insurance terms shall not be shorter than the period of debt. If
                the
                guaranty to be provided for pledge is more than one year (excluding
                period
                for one year or less) of medium to long term of credit, Party A may
                purchase the insurance policy on the annual installment basis.
                

            


    

     

    
      	
              2.3
                Within the validity of the Contract, Party A cannot interrupt or
                revoke
                the insurance policy. If the insurance is interrupted, Party B has
                the
                right to purchase insurance on behalf of Party A, for which all the
                expenses will be borne by the
                latter.

            


    

     

    2.4
      Party
      A should pay the insurance premium on time and implement the obligations
      indicated in the insurance contract.

     

    
      	
              2.5
                Before settling all the principal debt ,interest and expenses under
                the
                Contract, Party A must renew the insurance policy in accordance with
                Clause 2.2, otherwise, Party B has the right to renew the insurance
                policy, for which expenses will be borne by Party A.

            
	 
	
              2.6
                The original copy of the insurance policy will be kept by Party B
                and will
                be returned to Party A after the debtor settles all the principal
                debt,
                interests and expenses under the Main Contract.

            
	 
	Clause Three Pledgor’s warranties and
              undertaking
	 
	
              3.1
                Party A has read the Main Contract carefully and confirmed all the
                clauses. There will be no need for Party A to confirm single credit
                line
                agreement and business certificate if it does not exceed the provisions
                of
                the Main Contract. 

            
	 
	
              3.2
                Party A undertakes: there will be no need for Party A to agree the
                modifications on the Main Contract made by Party B and the debtor,
                Party A
                will continue to undertake the guaranty responsibility for the modified
                Main Contract. But for an increase in the debt principal increase
                and the
                increase of the debt term, if the written approval has not been obtained
                from Party A, Party A will still undertake the guaranty responsibility
                for
                the amount and term stipulated in the original contract.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      
        	
                3.3
                  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.

              
	 
	
                3.4
                  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.

              
	 
	3.5 Party A legally owns the Pledge
                without
                any legal dispute. Before the signing of the Contract, there is no
                pledge
                to any third party (excluding the pledge of the balance). 
	 
	
                3.6
                  Without written approval of Party B, Party A is not allowed to
                  assign,
                  grantor set security interests with respect to the Pledge.
                  

              
	 
	
                3.7
                  Party A should honestly report to Party B about the status of lease
                  of the
                  Pledge for lease, if a lease is made. Party A should provide a
                  written
                  notice to Party B accompanied with the executed lease, and also
                  provide
                  the lessee with written notice of the Pledge. Upon expiry of the
                  lease, if
                  Party A wants to renew the lease or enter into a new lease, Party
                  A should
                  obtain written approval from Party B. 

                Under
                  the approval of Party B to lease the Pledge, Party A must specify
                  in the
                  lease contract: (1) the leased property has been pledged to Party
                  B; (2)
                  when Party B exercise the Pledge Rights, the lessee should vacate
                  the
                  Pledge within thirty (30) days after the date of Party B’s letter. The
                  rent income from the lease of the Pledge by Party A should be deposited
                  in
                  accounts opened by Party A with Party B as security for repayment
                  by the
                  debtor of the debt under the Main Contract, and cannot be used
                  for any
                  other purpose.

              
	 
	
                3.8
                  Party A promises to reasonably use and maintain the Pledge, and
                  will not
                  do anything which may reduce the value of the Pledge. 

              
	 
	3.9 Party A would accept and co-operate
                with
                Party B for the latter to check the use, maintenance and upkeep of
                the
                Pledge as well as property ownership. 
	 
	
                3.10
                  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 a valuation 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.

              
	 
	
                3.11
                  Under the following circumstances, Party A should notify Party
                  B in
                  writing in the next day of the occurrence of the event: (1) Damage
                  of the
                  Pledge. (2) Loss of the Pledge (3) Any insurance incident of the
                  Pledge.
                  (4) Ownership disputes of the Pledge (5) Any mandatory measures
                  for
                  closing down and sequestration
                  of
                  the Pledge (6) Damage of the Pledge by the third parties (7) Relocation
                  or
                  dismantling of the Pledge . (8) Any incidents which affects the
                  execution
                  of the Pledge Rights.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	 
	Clause Four Exercise of Pledge rights
                
	 
	
                4.1
                  Party B shall has the right to exercise the Pledge Rights under
                  the
                  following circumstances,:(1) The debtor does not make the full
                  payments on
                  time for all
                  the principal and interest and expenses of the debt under the Main
                  Contract; (2) Party A breaches the warranty and undertaking or
                  fails to
                  carry out its obligations under the Contract; (3) The debtor or
                  Party A
                  declares dissolution, insolvency or deregistration in accordance
                  with the
                  law; (4) There is a possibility for the Pledge to perish or for
                  its value
                  to depreciate significantly to a point sufficient to impair the
                  rights of
                  Party B, whilst the debtor or Party A are unable to provide the
                  approved
                  guaranty within the time period notified by Party B; (5) The debtor
                  has
                  breached the Main Contract or the Main Contract is cancelled or
                  terminated; (6) Any other situation for carrying out the Pledge
                  as
                  stipulated by law. 

              
	 
	4.2 Party B takes the priority of
                being
                compensated with the proceeds from the sale or auction of the Pledge.
                
	 
	
                4.3 Party
                  A accepts that as of the 2nd
                  month from the date of breaching the contract, Party B has the
                  right to
                  collect the compound interest of the pledge (including but not
                  limited to
                  the rental and contracting charges) to pay off the debts, during
                  which
                  Party A shall provide unconditional support. The collected compound
                  interest shall be first used to pay the expenses for collecting
                  the
                  same.

              
	 
	
                4.4
                  Upon the exercise of pledge rights, both Parties shall determine
                  the
                  method of exercise pledge rights through mutual consultation. If
                  they fail
                  to reach an agreement, Party B has the right to request a People’s Court
                  to auction or sell the Pledge.

              
	 
	
                4.5
                  Party A confirms that if there is further additional pledge provided
                  by
                  the debtor Party B has the right to select the pledge rights of
                  the Pledge
                  under the Contract and Party A shall raise no objection.
                  

              
	 
	Clause Five Responsibility at Default
                
	 
	
                5.1
                  In the event that Party A is in breach of or does not fully fulfill
                  the
                  obligation under the Contract and causes the pledge rights not
                  established
                  and also fails to provide the guaranty recognized by Party B within
                  the
                  time notified by Party B, Party
                  A shall undertake the default responsibilities as
                  follows:

              
	 
	
                (1)
                  If Party A is the debtor, Party A should pay Party B the default
                  fine at
                  5% of the principal debt in the Main Contract, the amount of the
                  default
                  fine shall be limited to the value of the Pledge stated in the
                  Contract.

              
	 

                (2)
                  If Party A is not the debtor, Party A should undertake the related
                  default
                  responsibilities for the principal debt, interests and expenses
                  under the
                  Main Contract, within the limit of the value of the Pledge stipulated
                  in
                  the Contract.

              
	 
	
                5.2
                  In the event that Party A is in breach of or does not fully fulfill
                  the
                  obligation under the Contract and causes the value of the Pledge
                  to
                  decrease and also fail to restore the Pledge to its original state
                  or
                  provide the guaranty recognized by Party B within the time notified
                  by
                  Party B, Party
                  A shall undertake the default responsibilities as follows: (1)
                  If Party A is the debtor, Party A should pay Party B for the default
                  fine
                  at 5% of the principal debt stipulated under the Main Contract,
                  the amount
                  of the default fine shall be limited in the value of the Pledge
                  stated in
                  the contract. (2) If Party B is not the debtor, when the pledge
                  rights are
                  exercised by Party B according to the law, Party A undertakes the
                  joint
                  and several liability
                  to
                  compensate Party B for the difference between the pledge value
                  under the
                  contract and the pledge value at the time when the pledge rights
                  are
                  exercised, which is limited to the unsettled principal debt, interests
                  and
                  expenses from the debtor under the Main Contract.

              
	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	5.3 Party A shall compensate Party
              B for all
              the direct or indirect loss suffered caused by the Party A’s
              default.
	 
	Clause Six Supplementary
              Provisions
	 
	6.1 All the charges under the Contract
              regarding the pledge’s evaluation, registration, notarization,
              identification, insurance, storage, servicing, maintenance, deposit
              and
              transportation shall be paid by Party A.
	 
	6.2 Party B may assign the rights under
              the
              Contract, together with the entire or part of principal creditor’s right,
              to a third party. 
	 
	6.3 Party B has the right to request
              an
              enforceable notarization.
	 
	
              6.4
                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.

            
	 
	
              6.5
                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. 

              6.6
                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.

            
	 
	
              6.7
                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.

            
	 
	6.8 The Contract is governed by the
              laws of
              People’s Republic of China.
	 
	
              6.9
                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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              6.10
                This
                Agreement has 4 counterparts, 2 of which are kept by Party B, 1
                kept by Party A, 1 kept by the debtor and 1 kept by the registration
                authority..

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

            


    

    
 

    
      	Party A (Stamp)	Party B (Official Stamp)
	 	 
	
              Legal Representative

              or Authorized Representative:

            	
              Legal Representative  

              or Authorized Representative: 

            
	 	 
	
              Execution Date: July 1, 2008

              Execution Place: 

            	
              Execution Date: July 1, 2008

              Execution Place:

            
	 	 
	
              Party A (personal) 

              the person or Authorized
                Representative:

            	 
	 	 
	
              Execution
                Date: 

              Execution
                Place: 

            	 


    

     

     

    Attachment
      One

    


     

    
      Pledge
        Registration Administration: Dongguan Real Estate Administration
        Bureau

      Registration
        Board: 

      


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Pledge
      List 

    


    Contract
      No.: Shenping Bank (China Resources Center) 

    Pledge
      No.: (2008) A10011101340800005  

     

    
      
        	
                Name
                  

              	
                Property
                  No.

              	
                Address

              	
                Qty

              	
                Unit
                  

              	
                Original
                  
Value

              	
                Evaluation

              	
                House


                Type

              	
                Land
                  Source

              	
                Land
                  
Term

              
	
                Dongguan

                Diguang
                  Electronic
                  

                Science
                  and
                  

                Technology

                Co.,
                  Ltd. / 

                Factory
                  Buildings
                  A, B,
                  Office Buildings,
                  

                Dormitory
                  Building
                  and Cadre
                  Building

              	
                C4956850/
C4956849/
C4956848/
C4956851/
C4956852

              	
                Industrial
                  Area,
                  

                Hongmenshan,

                Changshantou,
                  

                Qingxi
                  County,
                  

                Dongguan

              	
                7795.20/
8769.60/

                4671.80/

                12709.95/
4541.43

              	
                M2

              	
              	
                 

                52,219,340.00
                  

              	
                Industrial

              	 

                Exchange
                  
and assignment

              	 
	
                Evaluated
                  Pledge Total: RMB fifty-two million two hundred nineteen thousand
                  and
                  three hundred forty one only. / RMB52,219,340.00 

              
	
                Evaluation
                  Unit: Real-estate Property Value Co., Ltd / Shenzhen National Land
                  Resources 

              	
                Evaluation
                  Date:

              
	
                Detail
                  Explanations on Pledge: 

              


      

    

     

     

    
      	Party A (Stamp) Party  	B (Official Stamp)
	 	 
	Legal Representative 	Legal Representative 
	 	 
	
              or
                Authorized Representative: 

            	or Authorized Representative: