SHANGHAI
                  COMMERCIAL BANK LTD

              	 	 
	
                (INCORPORATED
                  IN HONG KONG)

              	 	 
	
                KWUN
                  TONG BRANCH

              	
                FAX
                  NO

              	
                (852)
                  27978061

              
	
                57-61
                  HONG NING ROAD, KWUN TONG

              	
                TEL
                  NO

              	
                (852)
                  23894373

              
	
                KOWLOON,
                  HONG KONG

              	 	 


      

    

     

    Confidential

    


    Our
      Reference: CC09/343/0600070

    


    January
      6, 2006

    


    Ms
      Lam
      Siu Kuen

    Director
      

    Best
      Allied Industrial Ltd

    7/F,
      DJ
      Building

    173
      Hoi
      Bun Road

    Kwun
      Tong, Kowloon

    


    Dear
      Ms
      Lam,

    


    Re:
      Banking Facility

    


    As
      discussed, we are pleased to offer the additional banking facility ("Facility")
      as describe in this letter ("Facility Letter" to you subject to the provisions
      herin contained, the Terms and Conditions and the Appendix hereto. Please note
      that the Appendix forms and integral part of this Facility Letter and the terms
      and expressions used herein are as define and construed in the
      Appendix.

    

      
        	
                Description
                  of Facility

              	 	
                Features

              
	 	 	 
	
                Corporate
                  Tax Loan ("CTL") for $38,394 USD (HK $300,000)

              	 	
                -
                  Interest is to be charged at Prime. At current Prime, the effective
                  interest rate is 8% p.a.

              
	 	 	 
	 	 	
                -
                  The CTL is to be repaid in full by 12 monthly instalments, currently
                  of
                  $3,391 USD (HK$26,500) each inclusive of interest commencing one
                  month
                  after the CTL draw-down date. The monthly instalment amount will
                  vary with
                  the changes in the interest rate.

              
	 	 	 
	 	 	
                -
                  Purpose of the CTL is for payment of your corporation tax and your
                  business use.

              


      

    

     

    
      
        	
                Security

              	
                :
                  An existing all monies continuing guarantee given by Ms Lam Siu
                  Kuen with
                  unlimited amount in our favour (“Security Document”).

              
	 	 
	
                Loan
                  Fee

              	
                :
                  As a goodwill gesture, it has been
                  waived.

              


      

    

    


    Please
      indicate your acceptance of the Facility by signing and returning the enclosed
      duplicate of this letter within 14 days hereof, after which the offer in this
      letter will lapse. This letter shall be supplemental and additional to our
      previous letters dated January 5, 2006 and February 7, 2005 and the aforesaid
      letters shall be amended to the extent therin contained. Words and phrases
      not
      otherwise defined herin shall have the meaning ascribe to them in the previous
      letters. If and to the extent there is any inconsistency between this letter
      and
      the said letters, the terms of this letter shall prevail.

    


    We
      also
      enclose a set of documents which should be completed and returned to us. If
      you
      have any queries regarding the completion of the required documents or this
      letter, please do not hesitate to contact Mr. Lee Man Kue, Branch Manager at
      22701888 or Mr Liu Fut Tim, Assistant Relationship Manager at
      22701828.

    


    We
      offer
      an array of wealth management and insurance products to meet your corporate
      and
      personal needs. Your designated officer will be glad to introduce our
      professional staff to you for tailoring the most suitable insurance and
      investment plan at your choice so you can secure yourselves with various types
      of protection and grow your wealth continuously. 

    
      	 	 	 
	 	
              Yours
                sincerely,

              For
                and on behalf of 

              Shanghai
                Commercial Bank Ltd

            
	 	 
	 	 
	 	Authorized
              Signatures


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                We
                  agree to accept the Facility and be bound by all the Terms and
                  Conditions
                  as the Borrower

              	 	
                I
                  agree to be bound by the above terms as the Guarantor

              
	 	 	 
	 	 	 
	
                Borrower:
                  Best Allied Industrial Ltd

              	 	
                Guarantor:
                  Lam Siu Kuen

              
	
                Date:
                  

              	 	
                Date:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              SHANGHAI
                COMMERCIAL BANK LTD

            	 	 
	
              (INCORPORATED
                IN HONG KONG)

            	 	 
	
              KWUN
                TONG BRANCH

            	
              FAX
                NO

            	(852)
              27978061
	
              57-61
                HONG NING ROAD, KWUN TONG

            	
              TEL
                NO

            	(852)
              23894373
	
              KOWLOON,
                HONG KONG

            	 	
            


    

     

    Confidential

    


    Our
      Reference: CC09/343/0600061

    


    January
      5, 2006

    


    Ms
      Lam
      Siu Kuen

    Director
      

    Best
      Allied Industrial Ltd

    7/F,
      DJ
      Building

    173
      Hoi
      Bun Road

    Kwun
      Tong, Kowloon

    


    Dear
      Ms
      Lam,

    


    Re:
      Banking Facility

    


    As
      discussed, we are pleased to offer the additional banking facility ("Facility")
      as describe in this letter ("Facility Letter" to you subject to the provisions
      herin contained, the Terms and Conditions and the Appendix hereto. Please note
      that the Appendix forms and integral part of this Facility Letter and the terms
      and expressions used herein are as define and construed in the
      Appendix.

    

      
        	
                Description
                  of Facility

              	 	
                Features

              
	 	 	 
	
                Instalment
                  Loan (“Loan”) for $162, 535 USD (HK$1,270,000)

              	 	
                -
                  Interest is to be charged at 0.75% p.a. below Prime. At current
                  Prime of
                  8% p.a., the effective interest rate is 7.25% p.a.

              
	 	 	 
	 	 	
                -
                  The Loan is to be repaid in full by 120 monthly instalments, currently
                  of
                  $1,910 USD (HK$14,925) each inclusive of interest commencing one
                  month
                  after the Loan draw-down date. The monthly instalment amount will
                  vary
                  with the changes in the interest rate.

              
	 	 	 
	 	 	
                -
                  Purpose of the Loan is solely for financing the acquisition of
                  the
                  property located at Unit C, 4/F, Yip Win Factory Buildings, 10
                  Tsun Yip
                  Lane, Kowloon (“Property”)

              


      

    

     

    
      
        	
                Security

              	 	
                :
                  1. An all monies first legal charge in our favour over the Property,
                  where
                  you are the Chargor;

              
	 	 	 
	 	 	
                2.
                  An existing all monies continuing guarantee given by Ms Lam Siu
                  Kuen with
                  unlimited amount in our favour.

              
	 	 	 
	 	 	
                (Collectively,
                  the “Security Document”)

              
	 	 	 
	
                Fire
                  Insurance

              	 	
                :
                  An insured amount equivalent to the estimated reinstatement value
                  of the
                  Property as determined by us showing our Bank as the loss payee
                  is covered
                  by us at your expense, unless the Property is covered for no less
                  than the
                  requisite amount by a Master Policy. The insured amount will be
                  subject to
                  our periodic review.

              
	 	 	 
	
                Loan
                  Fee

              	 	
                :
                  As a goodwill gesture, it has been
                  waived.

              


      

    

    


    Please
      indicate your acceptance of the Facility by signing and returning the enclosed
      duplicate of this letter within 14 days hereof, after which the offer in this
      letter will lapse. This letter shall be supplemental and additional to our
      previous letters dated February 7, 2005 and the aforesaid letters shall be
      amended to the extent therin contained. Words and phrases not otherwise defined
      herin shall have the meaning ascribe to them in the previous letters. If and
      to
      the extent there is any inconsistency between this letter and the said letters,
      the terms of this letter shall prevail.

    


    We
      also
      enclose a set of documents which should be completed and returned to us. If
      you
      have any queries regarding the completion of the required documents or this
      letter, please do not hesitate to contact Mr. Lee Man Kue, Branch Manager at
      22701888 or Mr Liu Fut Tim, Assistant Relationship Manager at
      22701828.

    


    We
      offer
      an array of wealth management and insurance products to meet your corporate
      and
      personal needs. Your designated officer will be glad to introduce our
      professional staff to you for tailoring the most suitable insurance and
      investment plan at your choice so you can secure yourselves with various types
      of protection and grow your wealth continuously.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	
              
                Yours
                  sincerely,

                For
                  and on behalf of 

                Shanghai
                  Commercial Bank Ltd

              

            
	 	 
	 	 
	 	Authorized
              Signatures


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
      agree
      to accept the Facility and be bound by all the Terms  I
      agree
      to be bound by the above terms as the Guarantor and
      Conditions as the Borrower and Chargor.  

    

      
        	
                Borrower:
                  Best Allied Industrial Ltd

              	 	
                Guarantor:
                  Lam Siu Kuen

              
	
                Chargor:

              	 	
                Date:

              
	
                Date:
                  

              	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                SHANGHAI
                  COMMERCIAL BANK LTD

              	 	 
	
                (INCORPORATED
                  IN HONG KONG)

              	 	 
	
                KWUN
                  TONG BRANCH

              	
                FAX
                  NO

              	(852)
                27978061
	
                57-61
                  HONG NING ROAD, KWUN TONG

              	
                TEL
                  NO

              	 (852)
                23894373
	
                KOWLOON,
                  HONG KONG

              	 	 


      

    

    


    Confidential

    


    Our
      Reference: CC05/343/0501022

    


    February
      7, 2005

    


    Ms
      Lam
      Siu Kuen

    Director
      

    Best
      Allied Industrial Ltd

    Blocks
      G
& H, 3/F, Wang Kwong Industrial Building

    45
      Hung
      To Road

    Kwun
      Tong, Kowloon

    


    Dear
      Ms
      Lam,

    


    Re:
      Banking Facility

    


    As
      discussed, we are pleased to offer the additional banking facility ("Facility")
      as describe in this letter ("Facility Letter" to you subject to the provisions
      herin contained, the Terms and Conditions and the Appendix hereto. Please note
      that the Appendix forms and integral part of this Facility Letter and the terms
      and expressions used herein are as define and construed in the
      Appendix.

    
      

        
          	
                  Description
                    of Facility

                	 	
                  Features

                
	 	 	 
	
                  O/D
                    to be increased from $163,815 USD (HK$1,280,000) to $191,971
                    USD
                    (HK$1,500,000) on Checking Account No. 343-82- 03976-8

                	 	
                  -
                    Interest is on O/D to be charged at 1% p.a. (originally at 1.5%
                    p.a) over
                    Prime or 2% p.a. over the overnight HIBOR, whichever is higher.
                    At current
                    Prime of 5% p.a., the effective interest rate is 6% p.a (a reduction
                    of
                    0.5% p.a. from the original interest rate).

                
	 	 	 
	
                  Revolving
                    Trading Financing Facilities:

                	 	
                  -
                    Interest on I/B and P/L in HK Dollars is to be charged at 1.5%
                    p.a. over
                    Prime. At current Prime of 5% p.a., the effective interest rate
                    is 6.5%
                    p.a.

                
	 	 	 
	
                  (i)
                    for L/C, I/B, T/R and P/F to be increased from $639,902 USD (HK$5,000,000)
                    to $767,882 USD (HK$6,000,000), within which, T/R and P/L are
                    subject to a
                    sub-limit of $639,902 USD (HK$1,500,000)

                	 	
                  -
                    Interest on I/B and P/L in US Dollars is to be charged at 0.5%
                    p.a. over
                    US Prime. At current Prime of 5.5% p.a., the effective interest
                    rate is 6%
                    p.a.

                
	 	 	 
	
                  (ii)
                    not to exceed $895,862 USD (HK$7,000,000) for O/B

                	 	
                  -
                    Otherwise, interest and fees are to be charged at our prevailing
                    rates
                    applicable to trade financing facilities.

                
	 	 	 
	 	 	
                  -
                    I/B is to be repaid within 90 days from the delivery of goods
and/or
                    documents under our L/C, less any usance/credit periods granted
                    by your suppliers.

                
	 	 	 
	 	 	
                  -
                    P/L is available up to 70% of the unused value of export L/Cs
lodged
                    with us and issued in your favour by banks acceptable to us.

                
	 	 	 
	
                  C/P
                    to be decreased from $38,394 USD (HK$300,000) to $12,769 USD
                    (HK$100,000)

                	 	
                  -
                    Negotiation of O/B containing discrepancies is to be effected
                    against your
                    Letter of Indemnity

                
	 	 	 
	
                  Corporate
                    Tax Loan No. 343-61-00318-4 (“CTL”) with an outstanding balance of $64,103
                    USD (HK$500,883.90) as at February 5, 2005 (HK$52,200) each inclusive
                    of
                    interest. The monthly instalment

                	 	
                  
                    -
                      C/P is available for purchase of the drafts or cheques in your
                      favour
                      issued by banks or your buyers drawn on banks subject to our
                      discretion

                  

                
	 	 	 
	 	 	
                  -
                    Interest is on CTL to be charged at 05% p.a. over Prime. At current
                    Prime
                    of 5% p.a., the effective interest rate is 5.5% p.a.

                
	 	 	 
	 	 	
                  -
                    The outstanding balance of the CTL is to be repaid in full by
                    the
                    remaining 10 monthly instalments, currently of $6,665 USD amount
                    will vary
                    with the changes in the interest
                    rate.

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Security

              	
                :
                  1. A charge on cash deposit and/or investment products acceptable
                  to us
                  for not less than $575,912 USD (HK$4,500,000) or its equivalence
                  held in
                  the name of Ms Lam Siu Kuen;

              
	 	 
	 	
                2.
                  An existing all monies debenture incorporating a floating charge
                  on all of
                  your assets and a fixed and floating charge on all relevant textile
                  Export
                  Quota for not less than $255,961 USD (HK$2,000,000,000) in our
                  favour;

              
	 	 
	 	
                3.
                  An existing all monies continuing guarantee given by Ms Lam Siu
                  Kuen with
                  unlimited amount in our favour.

              
	 	 
	 	
                (Collectively,
                  the “Security Document”)

              
	 	 
	
                Facility
                  Fee

              	
                :
                  An annual fee for $2,112 USD (HK$16,500) will be debited from your
                  Checking Account

              


      

    

     

    Please
      indicate your acceptance of the Facilities by signing and returning the enclosed
      duplicate of this letter within 14 days hereof, after which the offer in this
      letter will lapse. This letter shall be supersede our previous letters dated
      November 13, 2004 and February 26, 2004.

    


    We
      also
      enclose a set of documents which should be completed and returned to us. If
      you
      have any queries regarding the completion of the required documents or this
      letter, please do not hesitate to contact Mr. Lee Man Kue, Branch Manager at
      22701888 or Mr Liu Fut Tim, Assistant Relationship Manager at
      22701828.

    


    We
      offer
      an array of wealth management and insurance products to meet your corporate
      and
      personal needs. Your designated officer will be glad to introduce our
      professional staff to you for tailoring the most suitable insurance and
      investment plan at your choice so you can secure yourselves with various types
      of protection and grow your wealth continuously. 

    


    
      	 	  
	 	
              
                
                  Yours
                    sincerely,

                  For
                    and on behalf of 

                  Shanghai
                    Commercial Bank Ltd

                

              

            
	 	 
	 	 
	 	Authorized
              Signatures


    

     

    We
      agree
      to accept the Facilities and be bound by all the Terms  I
      agree
      to be bound by the above terms as the Chargor and Guarantor and
      Conditions as the Borrower and Chargor. 

    


    
      	
              Borrower:
                Best Allied Industrial Ltd

            	Chargor
              and Guarantor: Lam Siu Kuen
	
              Chargor:

            	Date:
	
              Date:
                

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Industrial
      and Commercial Bank of China (Asia) Limited

    33/F.,
      ICBC Tower, 3 Garden Road

    Central,
      Hong Kong

    Tel:
      25881188

    Fax:
      2805
      1166


    


    Private
      & Confidential

    


    Date: 26
      June
      2006

    Our
      Ref: NTM-3/MK/CRA

    


    (A)
      Yin
      Kee Weaving Factory Limited

    (B)
      Asian
      Point Investment Limited

    Flat
      K,
      16/F, Phase 2,

    Superluck
      Industrial Centre, 

    57
      Sha
      Tsui Road,

    Tsuen
      Wan, N.T.


    


    Dear
      Sirs,

    


    Banking
      Facilities

    


    With
      reference to our recent discussions, we, Industrial and Commercial Bank of
      China
      (Asia) Limited (the “Bank”), are pleased to offer the following banking
      facilities to you (the “Borrower”), subject to the terms and conditions outlined
      below, the Bank’s General Agreement - General Banking Facilities (Form No.
      110-1104B/0602/GH) and other agreements, periodic review, amendments and
      withdrawal at our sole and absolute discretion. You are advised to read and
      understand the terms and conditions, and seek independent legal advice, before
      accepting this Facility Letter.

    


    1.
      FACITLIES

    


    For
      account of (A)

    


    OVERDRAFT
      FACILITIES

     

    
      	Limit: 	
              $409,537
                USD (HKD3,200,000). - (previously $357,521 (HKD
                2,800,000).-)

            


      	 	 


      	
              Interest:
                

            	
              Payable
                monthly at our HKD Best Lending Rate OR prevailing funding cost,
                whichever
                is higher, plus 2% p.a. all rates subject to fluctuations at our
                discretion.

            


    

    


    LOAN
      NO.
      861229054283

    

      
        	
                Outstanding
                  as at date:

              	
                $35,247
                  USD (HKD 275,522.66)

              
	 	 
	
                Interest:

              	
                Payable
                  monthly at 9.25% p.a. (1% p.a. above our HKD Best Lending Rate),
                  both
                  rates subject to fluctuations at our discretion.

              
	 	 
	
                Repayment:

              	
                Continues
                  to be repaid by consecutive monthly instalments of $2,221 USD
                  (HKD17,353.95) each inclusive of interest until final balance is
                  fully
                  repaid.

              
	 	 
	 	
                Upon
                  revision of interest rates, the amount of the monthly instalment
                  of
                  principal and interest and/or the number of instalments may be
                  varied at
                  our sole discretion.

              
	 	 
	 	
                Please
                  arrange for adequate funding in your account to cover the payments
                  on our
                  before their respective due dates. Where there are insufficient
                  funds in
                  your account(s) with us, we may (be we are not obliged to do so)
                  in our
                  discretion, debit your current account for the payment even though
                  this
                  may create an overdraft in such account in which case our unauthorised
                  overdraft interest rate shall
                  apply.

              


      

    

     

    For
      sharing between (A) and (B)

    


    OPENNING
      OF LETTERS OF CREDIT , DRAFTS OUSTANDING, TRUST RECEIPTS, INVOICE TRUST RECEIOTS
      &/OR  NEGOTIATION
      OF LETTERS OF CREDIT UNDER LETTERS OF GUARANTEE

     

    
      	
              Limit:

            	
              $486,325
                USD (HKD3,800,000).-(previously $383941USD
                (HKD3,000,000).-)

            


    

    


    
      	 	
              Invoice
                trust receipts can be drawn against invoices from suppliers acceptable
                to
                us with payment made directly to their
                accounts.

            


    

    


    ISSUANCE
      OF STANBY LETTER OF CREDIT ON YOUR BEHALF IN FAVOUR OF PRO CUSTOMS

     

    (Sublimit
      of the above trade limit of $486,325 USD (HKD3,800,000).-)

     

    
      	
              Limit:
                

            	
              $127,980
                USD (HKD 1,000,000).-

            


    

    


    Please
      note that the maixmun period for repayment of Drafts, Trust Receipts and Invoice
      Trust Receipts is 90 days. For HKD bills, interest will be charged at our HKD
      Best Lending Rate OR our prevailing funding cost, whichever is higher, plus
      0.5%
      p.a., all rates subject to fluctuations at our discretion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BOOKING
      OF FORWARD EXCHANGE CONTRACT

     

    (Sublimit
      of the above trade limit of $486,325 USD (HKD3,800,000).-)

     

    
      
        	
                Limit:

              	
                
                   $127,980
                    USD (HKD 1,000,000).-

                

              


        	 	 


        	 	
                This
                  limit is for indication only. The actual limite available is subject
                  to
                  adjustment at our discretion.

              


      

       

    

    Unless
      otherwise specified, interest shall be accrued on daily basis and be calculated
      on the basis of the actual number of days elapsed and a 365-day year (including
      leap years) for Hong Kong Dollar and Great British Pounds/sterling or a 360-day
      year for other currencies.

    


    Whilst
      the aforesaid facilities are outstanding, all property, assets and goods
      constituting security for such facilities will be insured in such amounts as
      we
      may in our discretion so stipulate.

    


    All
      existing facilities and modifications thereto, other facilities and other
      liabilities of whatsoever nature, whether contingent or actual, existing or
      in
      the future, quantified or not, alone or with others, as principal or surety,
      or
      otherwise, may be granted or incurred at our discretion.

    


    2.
      CHARGES

    


    2.1
      A set
      up fee of $383 USD (HKD3,000).- will be charged to the current account of (A)
      upon implementation of the revised facilities.

    


    2.2
      An
      annual facilities fee of $383 USD (HKD3,000).- (subject to revision at our
      discretion) will continue to be charged to the current account of (A) in
      November of each year, which is non-refundable. 

    


    2.3
      A
      reassignment fee of $115 USD (HKD900).- (subject change at our discretion)
      will
      be paid upon discharge of each mortgaged property mentions in Clauses 5(a)
      i),
      5(a) ii) and 5(a) iii).

    


    2.4
      After
      full settlement/cancellation of the above facilities, if the title deeds and
      documents of any mortgaged property are not withdrawn within 60 days from our
      notice, a non-refundable custodian fee of $226 USD (HKD2,000).- per annum
      (subject to change at our discretion) on each property will be charged to your
      account each year.

    


    3.
      AVAILABLITY AND REPYAMENT ON DEMAND

    


    The
      availability of the facilities is subject to your execution of all required
      documents in form and substance satisfactory to us. In addition, the above
      facilities are subject to our periodic review, and it is expressly agreed that
      the facilities will at all times be available at the sole and absolute
      discretion of the Bank. Notwithstanding any other provisions contained in the
      Facility Letter or in any other documents, we reserve the overriding right
      at
      anytime to demand immediate repayment and/or cash collaterlisation of all or
      any
      part of the Borrower’s outstanding indebtedness, liabilities and obligations
      under or in connection with facilities, whether actual or contingent, primary
      or
      collateral, existing or in the future, matured or not. The Borrower shall duly
      comply with each such demand.

    


    4.
      DEFAULT INTEREST

    


    Any
      amount outstanding under this Facility Letter which is unpaid on the due date
      or
      exceeds the permitted facility amount shall bear interest at the Bank’s the
      prevailing overdue or over limit interest rate, and may be compounded monthly
      or
      at such other intervals as the Bank determines. The Bank may, without prejudice
      to its other rights, increase the interest rate on the entire amount outstanding
      under this Facility Letter automatically (without prior notice) as soon as
      and
      if any amount becomes overdue notwithstanding anything to the contrary contained
      in any other documents or security deeds.

    


    5.
      SECURITY

    


    The
      facilities are granted against the following securities (the “Securities”)
      :-

    


    (a)
      All
      monies First Legal Charges on:-

     

    i)
“Flat
      D, 28/F, Block 1, Tsuen Kam Centre, No. 342 Castle Peak Road, Tsuen Wan,
      N.T.”

     

    ii)
“Unit
      3, 7/F, Hung Lee Court (Block E), No. 100 Baker Street, Hunghom Bay Centre,
      Hung
      Hom, Kowloon”

     

    iii)
      “Workshop, I, J, K, 13/F, Phase 2, Superluck Industrial Centre, 57 Sha Tsui
      Road, Tsuen Wan, N.T.” duly
      executed in our favour and registered for accounts of (A) and (B).

    


    Fire
      insurance on the above-mentioned properties for the total facility
      amount/replacement value shall be obtained by you from an insurer on our
      approved list and all insurance premium in respect thereof will be for your
      account. The fire insurance must denote us as the beneficiary/sole loss payee,
      and the relative policy together with the premium receipts are to be lodged
      with
      us.

    


    You
      have
      options to take out the fire insurance for the properties on the basis of either
      its reinstatement value or the loan amount (as long as such loan amounts is
      no
      less than the updated reinstatement value). Please note however that if
      insurance is taken out to cover reinstatement value, you may be liable for
      such
      annual re-valuation cost over properties. Please also note that your option
      of
      choosing another insurer shall be subject to our Bank’s approval and may involve
      extra procedure and fee.

    


    (b)
      A
      Guarantee from Mr. Fan Kwok Wing and Md. Szeto Mei Ling (each a “Guarantor”) for
      $799,877 USD (HKD6,250,000).- duly executed in our favour for accounts (A)
      and
      (B).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c)
      Cross
      Guarantees between (A) and (B) (each a “Guarantor”) for $799,877 USD
      (HKD6,250,000).- duly executed in our favour.

    


    (d)
      A
      Guarantee from Mr. Fan Kwok Wing and Mdm. Szeto Mei Ling (each a “Guarantor”)
      for $934,245 USD (HKD7,300,000).- to be executed in our favour for accounts
      of
      (A) and (B). Upon receipt of the same to our satisfaction, we shall release
      the
      existing one as mentioned in Clause 5(b).

    


    (e)
      Cross
      Guarantees between (A) and (B) (each a “Guarantor”) for $934,245 USD
      (HKD7,300,000).- to be executed in our favour. Upon receipt of the same to
      our
      satisfaction, we shall release the existing one as mentioned in Clause
      5(c).

    


    (f)
      Any
      other securities as may be required by us from time to time.

    


    6.
      UNDERTAKINGS

    


    6.1
      The
      Borrower at all times shall comply with the following undertakings:

     

    (a)
      Deliver to the Bank a signed copy of the Borrower’s annual audited financial
      statements within 6 months after each of its financial year-ends.

     

    (b)
      Immediately inform the Bank of any change of the Borrower’s directors and/or
      shareholders or amendment to its constitutional documents.

     

    (c)
      Provided any other documents as may reasonably be requested by the Bank from
      time to time.

    


    6.2
      The
      Borrower’s failure for any reason whatsoever to comply with any of the aforesaid
      undertakings constitutes an event of default and all amounts (actual or
      contingent, existing or in the future) due or owing by the Borrower shall,
      without any demand, become immediately due and payable unless a waiver in
      writing is given by us.

    


    7.
      CONSOLDIATION OF FACILTIES & SECURTIES

    


    7.1
      The
      Borrower/Guarantor/Mortgagor hereby jointly and severally acknowledge that
      the
      facilities herein described shall be given in addition to other facilities
      which
      the Bank may have granted or may in the future grant to the Borrower above
      or
      jointly with other parties (hereinafter collectively called “the
      Facilities”).

    


    7.2
      The
      Borrower/Guarantor/Mortgagor hereby jointly and severally acknowledge that
      the
      security herein described shall be given an addition to other securities which
      the Bank may have received or may in the future received from any parties who
      may or may not be a party or parties in this Facility Letter.

    


    7.3
      The
      Bank may without notice to the Borrower/Guarantor/Mortgagor treat the Facilities
      as being integrated or consolidate the Facilities in such a manner as the Bank
      may deem fit at the Bank’s discretion.

    


    7.4
      The
      Securities shall at all times be treated as consolidated or collateralized
      to
      the extent that the Securities may or shall be treated as securities for the
      Facilities.

    


    8.
      OTHER TERMS AND CONDITIONS

    


    8.1
      The
      Borrower acknowledges that the securities described in Clause 5(a) i), 5(a)
      ii)
      and 5(a) iii) are subject to written valuations reports addressed to the Bank
      and prepared by the Bank’s appointed valuer confirming that the open market
      values of the mortgaged properties are not less than $223,966 USD
      (HKD1,750,000).-, $236,764 USD (HKD1,850,000).- and $371,143 USD
      (HKD2,900,000).- respectively.

    


    8.2
      All
      costs, expenses and charges including legal fees and other out-of-pocket
      expenses are to be borne by you. All fees paid are non-refundable whether or
      not
      any facility is drawn down or used.

    


    8.3
      Our
      certificate as to a rate or any amount owing from you to us is except for
      manifest error, conclusive and binding on you.

    


    8.4
      If
      any sum is payable by you but unpaid, the Bank may, without prior notice,
      combine all or any of your accounts anywhere with the Bank whether held singly
      or jointly with others and all your liabilities (whether actual or contingent,
      primary or collateral, future or existing, alone or jointly with others, matured
      or not). For such purpose, the Bank may convert any currency into another
      currency at the Bank’s spot rate, treat future liabilities as presently due
      after a discount by the Bank to preserve value in a commercial reasonable manner
      and reasonably estimate the amounts of contingent or unqualified liabilities.
      This is no intended to create a security interest.

    


    8.5
      The
      Bank shall be entitled to employ debt collecting agents to collect any sum
      due
      but unpaid by the Borrower under the facilities. The Borrower agrees and
      acknowledges that the Borrower has been warned, that the Borrower shall
      indemnify the Bank against all reasonable costs and expenses which the Bank
      may
      reasonably incur in the employment of debt collection agents.

    


    9.
      GOVERNING LAW

    


    This
      Facility Letter shall be governed by and construed in accordance with the laws
      of the Hong Kong Special Administrative Region and the Borrower agrees to submit
      the non-exclusive jurisdiction of the Courts of Hong Kong Special Administrative
      Region.

    


    By
      accepting this Facility Letter, you hereby give consent to the Bank that: for
      as
      long as there are banking facilities available to you or there are outstandings
      owed to the Bank by you, (a) the Bank may provide the guarantors and third
      party
      security providers with copies of your application(s) for the facilities,
      facility letters, latest statement of account (if any), other financial
      information and demand letters; and (b) we are authorized to contact all
      relevant parties for verification purposes and to disclose any information
      about
      you/the guarantors/third parties for verification purposes and to disclose
      any
      information about you/the guarantors/ third party security providers to any
      third parties for the purpose of exchanging credit information, debt collection
      and/or any other reasonable purposes. You shall as soon as possible notify
      us in
      writing of any change of information provided to us an any difficulty you may
      have in repaying or servicing outstanding interest and/or principal. We may
      transfer our rights and obligations and disclose your information to any person
      proposing to enter into any contract with us or as required by law or any order
      or requirement of any court or regulatory authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      Hong
      Kong Monetary Authority has issued a supervisory guideline in relation to
      Commercial Credit Reference Agency (“CCRA”) requiring banks to collect and share
      credit data of small and medium-sized enterprises to be made available to
      designated CCRA. In this connection, if you are a qualifying enterprise as
      defined in the scheme at present or during the tenure of the banking facilities,
      your acceptance of facilities under this Facility Letter will constitute a
      continuing consent for the Bank to provide your credit data to the CCRA
      database. For details about CCRA scheme, please refer to the educational
      pamphlet issued jointly by the Hong Kong Association of Banks, the DTC
      Association and the Hong Kong Monetary Authority.

    


    All
      payments by (B) hereunder shall be made in full without set-off or counterclaim
      and free and clear of and without deduction or withholding for or on account
      of
      all present and future taxes, levies, imposts, duties, fees or other
      restrictions or conditions whatsoever unless the deduction or withholding is
      required by law, in which event (B) will:-

     

    
      	 	(i) 	
              forthwith
                pay to us such additional amounts so that the net amount received
                by us
                will equal the full amount which would have
                been received by us had no such deduction or withholding been made;
                and

            


      	 	 	 


      	 	
              (ii)

            	
              pay
                to the relevant taxation or other authorities within the period for
                payment permitted by applicable law the full amount of the deduction
                or
                withholding

            


    

    


    If
      any
      deduction or withholding is required to be made by us in respect of any payment
      under this Facility Letter (B) will take the action referred to in paragraph
      (i), our certificates as to the amount required to be paid being
      conclusive.

    


    Please
      note that Section 83 of the Banking Ordinance has imposed on us a bank certain
      limitations on advances to persons related to our directors and employees.
      In
      acknowledging this Facility Letter, you confirm to us that you are not in any
      way related to any of our directors or employees within the meaning of Section
      83. You undertake to advise us promptly in writing if you become so related
      subsequent to this date.

    


    Kindly
      signify your agreement to the foregoing by returning to us, duly signed, the
      enclosed duplicate of this Facility Letter. If no signed confirmation is
      received from you within one month from the date of this Facility Letter or
      if
      after you have returned to us on time the signed duplicate of this Facility
      Letter, the facilities (or the revised part where applicable) are not drawn
      down
      within three months from the date hereof, the facilities may be treated as
      cancelled at our absolute discretion.

    


    We
      are
      pleased to be of service to you.

    


    Yours
      faithfully,

    


    For
      Industrial and Commercial Bank of China (Asia) Limited

     

    Authorized
      Signatures

     

    The
      Borrower hereby confirms that the Borrower understands the above terms and
      conditions and agrees to accept and abide by them:

     

    
      
        	
                Yin
                  Kee Weaving Factory Limited

              	
                Asian
                  Point Investment Limited

              
	
                Date:

              	
                Date:

              
	 	 
	
                We
                  agree to the terms and conditions set out above.

              	 
	 	 
	
                Fan
                  Kwok Wing (Guarantor & Mortgagor)

              	
                Szeto
                  Mei Ling (Guarantor & Mortgagor)

              
	
                Date:

              	
                Date: