Fashion Tech International: Exhibit 10.11 - Prepared by TNT Filings Inc.




  




Exhibit 10.11


(English Summary)

Counter-Guarantee Agreement 

Ref: (2007) XinBaoZi(061) 


Contractual Parties: 

Party A: Daqing Long
He Da Food Co., Ltd 


Legal Address: 

Legal Representative:
YuChangjun 


Bank Account: Yinhe
Sub-branch of Daqing Industrial and Commercial Bank 

Account Number: 03010120038000007



Telephone: 4617095


Post Code: 
163311 

Facsimile: 
4617097 

 


Party B: DaQing Industrial and Commercial Guarantee Co.,
Ltd 


Legal Address: 

Legal Representative: 
LiuXueli 


Bank Account: Tongda Sub-branch of Industrial and
Commercial Bank of China 


Account Number:
2490155030 

Telephone: 
6621621 

Post Code: 
163311 

Facsimile:
6621627 

For the purpose of ensuring the performance of
the contract numbered "(2007) Shang Yin Jie Zi No. 012" (hereinafter referred to
as the "Main Contract" ), Party A is willing to set up collateral over the
property which it has lawful rights to dispose, and Party B, after checking and
reviewing the collateral property, is willing to accept the collateral. Based on
friendly negotiation, Party A and Party B (hereinafter collectively referred to
as the "Parties") hereby entered into the contract as follows: 


Article I 


The execution of this contract shall not
affect Party B's legal right to recourse against the debtor under the Main
Contract. 




Article II 


This Contract is entered to secure the right
and interest of Party B for providing its guarantee to the creditor under the
Main Contract. The total loan amount is RMB 20,000,000 with the loan term from
August 24, 2007 to August 23, 2008. 


Article III 


The collateral property under this Contract
provided by Party A is the production line of concentrated juice. Party A
undertakes that the collateral property is free from any other third party's
rights and/or encumbrances. 


Article IV 


The collateral property under this contract is
evaluated at a price of [   ], the collateral rate is [   ],
the actual collateral amount is RMB 20,000,000. 


Article V 


The scope of the contract covers all the
liabilities and obligations assumed by Party B under the guarantee contract for
repayment of the principal, and payment of interest (including default compound
interest and additional interest) and liquidated damages. It shall also cover
the costs and expenses occurred in realizing of the collateral right under this
Contract. 


Article VI 


The measures and responsibilities for care
and/or maintenance of the collateral property are as follows: 

1. 


The collateral property shall be kept by Party A after the registration process.


Party A shall maintain
the production line (the collateral property) and shall bear the responsibility
of repairing and maintaining the property. Party A shall accept Party B's
examination and review from time to time. 

2. 


Where the properties under control of Party A is damaged or lost, Party A shall
promptly inform Party B, and
Party B is entitled to request Party A to provide additional properties for
collateral. Normally, Party A shall inform Party B within three working days of
the damage and/or losses and shall obtain Party B's written confirmation in this
regard. The confirmation of Party B shall be signed by the legal representative
of Party B and shall bear the company seal. Absent of the confirmation shall be
regarded as no notice is made by Party A, in this case, Party A shall be liable
for Party B's damages and losses for breach of covenant. 


 

 

 

 

 

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Article VII 


At the request of Party B, Party A shall buy
property insurance for the collateral property showing Party B as the third
party beneficiary and shall present the insurance policy to Party B. The
insurance term shall be longer than the loan term of the Main Contract. In case
the loan term of the Main Contract is extended, the insurance period shall be
extended accordingly. Where the property insured is damaged and compensation is
paid by the insurance company to Party A, Party A shall put the compensation
amount in custody of a notarization and inform Party B within three days. 



Article VIII 


During the contract term, where the value of
the collateral property is reduced due to Party A's actions, Party A shall,
within 10 days of such event, provide additional property to make up the reduced
value. 


Article IX 


During the term of the Contract, without Party
B's written consent, Party A shall not sell or donate any of the collateral
property, or remove, lease, transfer or pledge the collateral properties. 



Article X 


During the collateral period, Party A may
transfer the collateral property with Party B's written consent and shall be
subject to the supervision of Party B. The proceeds of transfer shall only be
used: 

(1) to deposit into the account as designated
by Party B, and shall not be used by Party A during the contract term, or 


(2) to pay the loan in advance by Party A.



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Article XI 


All costs and expenses for notarization,
verification, appraisal, insurance, registration, transportation, preservation
and temporary keeping by the notarization institution under the Contract shall
be borne by Party A. 


Article XII 


If merger and division of Party A have
occurred during the contract term, the successor(s) shall bear the obligations
under this Contract. If Party A is dissolved or goes bankrupt, Party B shall
have the right to dispose Party A's collateral. 


Article XIII 


Under any one of the following circumstances,
Party B shall have the right to dispose of the collateral property: 

(1) the Main Contract expires, the borrower
fails to pay the principal and interest or the borrower can not pay the
principal and interest within an extended period. 

(2) the borrower was dissolved or went
bankrupt. If the proceeds acquired through the disposition of the collateral
property is not enough for repayment of the principal and payment of the
interest and the costs and expenses incurred, Party B is entitled to make
further claims; where the proceeds exceeds the amount of the principal and
interest, Party B shall refund the difference to Party A. 


Article XIV 


Under one of the following circumstances,
Party A shall promptly inform Party B in writing: 

(1) the operation system of Party A has
changed, and there is subcontract, lease, joint venture, merger(acquisition),
division, reorganization, cooperation with foreign investors, or increase or
decrease of registered capital. 

(2) Party A is involved in disputes or the
property has been confiscated by the authorities. 

(3) any dispute arising in connection with the
collateral. 

(4) insolvency, shutdown, dissolution, cease
of business for reorganization, or revocation of business. 


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(5) change of legal address, telephone or
legal representative. 

(6) change of shareholders (if Party A is a
limited liability company). 

When under the circumstance (1) above, Party A
shall give 30 days notice to Party B, when under any other circumstance of this
article, Party A shall inform Party B within 7 days of the occurrence of such
events. 


Article XV Termination 


When the borrower of the main contact pays the
principal and interest in accordance with the loan contract or accelerate the
payment, this Contract shall be terminated automatically, the property which is
under control of Party B shall be returned to Party A and the insurance policy
thereof shall be refunded to Party A. 


Article XVI 


After the contract becomes effective, any
extension of the Main Contract by the lender and Party A shall be approved by
Party B in writing. If such extension is not approved by Party B, Party B shall
no longer be the guarantor. Party A shall register the extension of the Main
Contract with competent government agencies. 


Article XVII 


After the Contract becomes effective, neither
Party A nor Party B may modify or terminate this contract for no good reason.
When it is necessary to modify or terminate this contract, the Parties to the
contract shall consult each other to reach a written agreement. The provisions
contained in this contract shall remain effective and valid until any written
agreement to modify or terminate this contract is reached. 


Article XVIII 


During the contract term, Party A shall
provide Party B its financial statements and report to Party B the use of the
loan on a monthly basis. In case Party A fails to provide its financial
statements to Party B for two continuous months, Party A will be considered in
breach of the Contract. 


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Article XIX Breach of Contract 


(1) In accordance with the provision of
sub-clause one of Article 6 hereof, in case the collateral property is damaged
as a result of Party A's actions, Party B is entitled to claim for recovery of
the property or request Party A to provide additional property acceptable to
Party B. 

(2) In accordance with the provision of
sub-clause two of Article 6 hereof, in case the collateral property is damaged
as a result of Party B's actions, Party A is entitled to claim for recovery of
the property or the damages and/or losses incurred. 

(3) For any losses suffered by Party B because
Party A has been hiding the following facts with regard to the collateral
property: joint ownership with a third party, existing disputes, confiscation,
or pledge, Party A shall be liable for Party B's economic losses. 

(4) Any Party breaches the provision of
Article 16, the breaching Party shall pay the non-breaching
Party an amount equivalent of 0.05% of the total loan amount under the Main
Contract. 


(5) During the term of the contract, if Party
B modifies the clauses or assigns its obligations under the Main Contract
without obtaining consent from Party A, Party A may terminate this contract and
demand Party B to return the collateral property which is under control by Party
B. 

(6) The default interest is agreed upon by
both parties: [none]. 

(7) The disposition of securities by Party A
without authorization shall be null and void, whereas Party B may, if necessary
and reasonable, request Party A to recover the collateral property and may be
entitled to a default interest of 0.05% of the total loan amounts. 


Article XX 


Other issues as may be agreed by the Parties:
[none]. 


Article XXI Solution of Disputes 


Any disputes arising out of the performance of
this contract shall be settled through negotiation and/or intermediation. If
disputes can not be settled through negotiation and/or intermediation, the
Parties may bring the case to the court where the contract is signed. 



Article XXII 


The contract is signed by the legal
representatives or the authorized representatives of both 
Parties and shall bear the seal of the
company. It shall become effective as of the effective date of the Main Contract
and shall expire upon the principal and interest under the Main Contract being
paid off. 


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Article XXIII 


The contract is executed in duplicate with each Party holding
one copy of which. 

Appendix to the contract: Schedule of the collateral property
and the copy of the purchase invoice of the collateral property. 


	Execution:	 
	Party A: Company seal	Party B: Company seal
	 	 
	Legal representative: Signature	Legal representative: Signature
	 	 
	(or authorized representative)	(or authorized representative)
	Date: 27 August 2007	Date: 27 August 2007
	
    Execution Place: at the office site of DaQing Industrial and
    Commercial Guarantee Co., Ltd


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