Shenzhen
      Development Bank Co., Ltd.

     

    Loan
      Contract

    


    Contract
      #: 20040805001

    þ
Beyond
      quota

    o
Within
      quota

    


    Creditor
      (Party A): Shenzhen Development Bank, Shanghai Lujiazui Branch

    Address:
      500 Pudong South Road

    Tel:
      5878
      4818 Fax:
      5878
      4840

    Manager:
      Yao Jianxun (head of branch)

    


    Debtor
      (Party B): Shanghai Wanxing Bio-pharmaceutical Co., Ltd.

    Legal
      Representative: Xue Weiguo (Director of Board)


    


    Party
      B
      is applying loan from Party A. After checking, Party A agrees to release the
      loan to Party B. In accordance with the applicable law and regulation,
after
      reaching an agreement through negotiations,
      Party A
      and B agree to enter into this Contract, and be obligated by its
      clauses.

     

    Article
      1. Content of Loan

     

    
      	 	
              1.

            	
              loan
                amount: RMB 20 million.

            


      	 	 	 


    

    
      	 	
              2.

            	
              term:
                one year

            


    

     

    Loan
      term
      is calculated as following:

     

    Starting
      date of loan term shall be the actual loan releasing date, which is shown on
      the
      receipt. 

     

    In
      case
      the loan term is calculated on yearly basis, the due date shall be the
      corresponding day of the corresponding month of the year; in case the loan
      is
      calculated on monthly basis, the due day shall be the corresponding day of
      the
      month; in case there is no corresponding day specified, due date of the end
      day
      of the month.

     

    
      	 	
              3.

            	
              interest
                rate

            


    

    
      	 	 	 


      	 	
              a.

            	
              interest
                rate of loan in RMB

            


    

     

    This
      loan
      is in fixed interest rate, the rate is: 6.372%.

     

    
      	 	
              4.

            	
              intended
                purpose of the loan

            


    

     

    Loan
      under this contract is for       
a       

     

    
      	 	
              a.

            	
              current
                capital turn over

            


    

    


    Article
      2. Loan releasing

     

    
      	 	
              1.

            	
              The
                loan will be released in several batches. The schedule is as
                following

            


    

     

    1st
      batch:
      RMB 10 million

     

    2nd
      batch:
      RMB 5 million

     

    3rd
      batch:
      RMB 3 million

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Due
      date
      of the above loans shall be all calculated base on the releasing date of the
      1st
      batch.

     

    
      	 	
              2.

            	
              Loan
                application shall be filled in as per the contract
                agreement.

            


    

    


    Article
      3
      settlement of interest

     

    
      	 	
              1.

            	
              Interest
                shall be calculated from the actual releasing date according to the
                actual
                releasing amount and actual loan term. Settlement of interest shall
                be
                calculated as per the formulation  b 
                :

            


    

    
      	 	 	 


      	 	
              b.

            	
              Settlement
                of interest shall be on a quarter bases, the settlement date is the
                20th
                day of the last month of the quarter. 

            


      	 	 	 


    

    
      	 	
              2.

            	
              Party
                B shall be paid on the settlement day of each quarter. Party A is
                authorized to withdraw funds directly from Party B’s banking account. In
                case Party B fails to pay the interest on time, Party A has the rights
                to
                charge compounded interest for the unpaid interest.
                

            


    

    


    Article
      4
      repayment of the loan

     

    
      	 	
              1.

            	
              Party
                B shall repay the principles and interests before the due date. In
                case
                Party B is unable to repay the loan, written notice shall be delivered
                to
                Party A in one month prior to due date. Party B also shall to discuss
                the
                repayment in detail with Party B.

            


    

    
      	 	 	 


      	 	
              2.

            	
              In
                case Party B wishes to repay the loan in advance, he shall inform
                Party A
                in 7 days ahead. Approval from Party A shall be obtained. If Party
                B
                repays the loan in advance, compensation shall be paid to Party A
                base on
                ___% of the interest.

            


      	 	 	 


    

    
      	 	
              3.

            	
              Party
                B hereby irrevocably authorizes Party A to withdraw funds with equal
                amount to the loan from Party B’s banking account.
                

            


      	 	 	 


    

    
      	 	
              4.

            	
              if
                repayment in several times is agreed between Party A and B, then
                the
                schedule of the repayment shall be:

            


    

     

    (BLANK)

    


    Article
      5
      penalty interest

     

    Penalty
      interest and compounded interest shall be applied as following:

     

    For
      the
      fixed interest rate loan on due, in case Party B failed to repay the loan in
      full amount, Party A has the rights to charge 50% on top of the contractual
      interest rate starting from the due date. In case Party B failed in repaying
      the
      loan, compounded interest shall be charged on the penalty interest rate. If
      Party B misuses the loan on other purpose other than intended, Party A has
      the
      right to charge 100% on top of the contractual interest rate starting from
      the
      day when the loan is misused.

    


    Article
      6
      loan on due in advance

     

    In
      case
      of one of the following happens, the loan shall be considered on due in advance.
      Party A has the rights to require repayment of the entire issued loan, and
      also
      has the rights to stop issuing the rest of unreleased loan:

     

    
      	 	
              1.

            	
              Party
                B violates the contractual obligations, or clearly indicates that
                he will
                not perform the obligation;

            


      	 	 	 


    

    
      	 	
              2.

            	
              Party
                B is out of business;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

            	
              Party
                B is experiencing major business loss and financial
                loss;

            


    

    
      	 	 	 


      	 	
              4.

            	
              The
                intended project is cancelled or failed in
                implementation.

            


      	 	 	 


    

    
      	 	
              5.

            	
              Party
                B is involved in illegal
                activities.

            


    

    
      	 	 	 


      	 	
              6.

            	
              Party
                B is splitting into separate entities, merging with (acquiring) other
                entities, termination or dissolution and filing for
                bankruptcy;

            


      	 	 	 


    

    
      	 	
              7.

            	
              the
                interest is overdue for more than one
                month

            


    

    
      	 	 	 


      	 	
              8.

            	
              Party
                B misappropriates loan funds

            


      	 	 	 


    

    
      	 	
              9.

            	
              Party
                B violates the contract or other similar contracts signed with other
                parties, or enter into litigation or arbitration procedure because
                of this
                kind of contracts.

            


    

    
      	 	 	 


      	 	
              10.

            	
              the
                surety to this contract breaches the contract, includes but not limit
                to
                the surety provides wrong material or false information, or surety
                is out
                of business;

            


      	 	 	 


    

    
      	 	
              11.

            	
              Other
                events that may endanger Party A’s credit
                rights.

            


    

    


    Article
      7
      Party B’s rights

    
      	 	 	 


      	 	
              1.

            	
              Party
                B has the right to withdraw and use the loan in accordance with the
                contract

            


      	 	 	 


    

    
      	 	
              2.

            	
              Party
                B has the right to reject any supplementary conditions other than
                the
                contract contents.

            


      	 	 	 


    

    
      	 	
              3.

            	
              Party
                B has the right to transfer the debt to third party upon Party A’s written
                approval.

            


    

    


    Article
      8
      Party B’s obligations

    
      	 	 	 


      	 	
              1.

            	
              Party
                B shall provide Party A with true document and material, as well
                as all
                banking accounts number and account balance. Party B also shall cooperate
                with Party A on supervision and inspection of the use of the
                loan.

            


      	 	 	 


    

    
      	 	
              2.

            	
              Party
                B shall timely provide monthly financial statement and amendments
                to the
                registration information to Party
                A.

            


    

    
      	 	 	 


      	 	
              3.

            	
              Accept
                Party A’s monitoring on Party B’s funds status and business and financial
                activities.

            


      	 	 	 


    

    
      	 	
              4.

            	
              use
                the loan as per the contract

            


    

    
      	 	 	 


      	 	
              5.

            	
              repay
                the interest and principle on time and in full
                amount

            


      	 	 	 


    

    
      	 	
              6.

            	
              Obtain
                Party A’s written approval before transferring the debt, either entirely
                or partially, to a third party.

            


    

    
      	 	 	 


      	 	
              7.

            	
              In
                case Party B is conducting major property transferring, changing
                operational system or conducting credit and debt transferring, he
                shall
                inform Party A in advance. Party B shall also secure related measures
                to
                guarantee funds repayment. 

            


    

    


    Article
      9
      Party A’s rights

     

    
      	 	
              1.

            	
              Party
                A has the right to require Party B to provide true document and
                materials

            


    

    
      	 	 	 


      	 	
              2.

            	
              Party
                A has the right to require Party B to repay the loan on
                time

            


      	 	 	 


    

    
      	 	
              3.

            	
              Party
                A has the right to know Party B’s business operation, financial activities
                and repayment plan. 

            


    

    
      	 	 	 


      	 	
              4.

            	
              Party
                A has the right to supervise Party A’s use of the loan on the intended
                purpose.

            


      	 	 	 


    

    
      	 	
              5.

            	
              Party
                A has the right to withdraw funds directly from Party B’s banking
                account.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              In
                case Party B failed in performing the obligations, Party A has the
                rights
                to require Party B to repay the loan prior to the due date or stop
                issuing
                the remaining loans.

            


    

    
      	 	 	 


      	 	
              7.

            	
              In
                case Party B is conducting major property transferring, changing
                operational system or conducting credit and debt transferring, Party
                A has
                the rights to require Party B to repay fully the loan principles
                and
                interests and other related cost, or require Party B to transfer
                the debt
                to an accepted party, or require Party B to provide accepted
                guarantee.

            


    

    


    Article
      10 Party A’s obligations

     

    
      	 	
              1.

            	
              Party
                A shall issue the loan to Party B in accordance with the
                contract

            


      	 	 	 


    

    
      	 	
              2.

            	
              Keep
                confidential of Party B’s financial, operation and business conditions,
                unless permitted by the law.

            


    

    


    Article
      11 cost

     

    
      	 	
              1.

            	
              Any
                cost related to credit investigation, inspection, notarization, testimony
                and registration shall be borne by Party
                B.

            


      	 	 	 


    

    
      	 	
              2.

            	
              In
                case Party B failed in repaying the principles or interests on time,
                any
                cost by Party A related his activities in expediting the repayment,
                including notification; delivery, appraisal, attorney cost, lawsuit
                cost,
                and travel expense and so on shall be borne by Party
                B.

            


    

    


    Article
      12 Party B shall open banking account in Party A’s branch. All the transactions
      shall be through this account

    


    Article
      13 default liabilities

     

    
      	 	
              1.

            	
              In
                case Party B violates the obligations stated in clause 1, 2 and 3
                of
                Article 8, Party A has the rights to stop issuing the remaining loan,
                and
                require repayment of the issued loan entirely or partially in advance.
                

            


    

    
      	 	 	 


      	 	
              2.

            	
              In
                case Party B violates the obligations stated in clause 4 of Article
                8,
                Party A has the right to impose the penalty interest, also has the
                rights
                to stop issuing the remaining loan, and require repayment of the
                issued
                loan entirely or partially in advance. 

            


      	 	 	 


    

    
      	 	
              3.

            	
              In
                case Party B violates the obligations stated in clause 5 of Article
                8,
                Party A has the right to impose the penalty interest (for principle)
                and
                compounded interest (for interest).


            


    

    
      	 	 	 


      	 	
              4.

            	
              In
                case Party B violates the obligations stated in clause 6 and7 of
                Article 8
                and causes the loan in void, Party A has the rights to stop issuing
                the
                remaining loan, and require repayment of the issued loan entirely
                or
                partially in advance. In case of Party A’s credit loss, Party A has the
                right to require compensation in full or partial.
                

            


    

    


    Article
      14 contract amendment and termination. 

     

    The
      contract can be amended or terminated after
      reaching an agreement through negotiations
      between
      Party A and B. Contract amendment and termination shall in the written format.
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      15 others

     

    
      	 	
              1.

            	
              during
                the contract is in effect, any tolerance, extension or postponing
                the due
                date by Party A to Party B’s default or delayed activities shall not
                affect, damage or limit Party A’s legal rights as a creditor granted by
                the related laws and regulations; and shall not deemed as Party A’s
                consent or acceptance to Party B’s default activity; and shall not deemed
                as Party A’s given up rights to take legal actions toward the existing or
                future default activities.

            


    

    
      	 	 	 


      	 	
              2.

            	
              Notwithstanding
                entire or part of the contract clause become invalid legally due
                to
                whatever reasons, Party B still shall be obligated to repay the funds.
                In
                case this really happens, Party A has the rights to terminate the
                contract, and require Party B to repay the loan principles and interests
                and other related cost immediately. 

            


      	 	 	 


    

    
      	 	
              3.

            	
              Any
                contract related notifications between Party A and B shall be made
                in
                written format. 

            


    

    


    Article
      16 Party B’s representations and warranties. 

     

    Party
      B
is legally qualified to sign and perform the contract. In addition, signing
      and
      performing the contract has been fully authorized by the directors of board
      or
      other power organization (if authorization needed)

     

    Party
      B
      warrant that any application materials provided is real, legal, valid, and
      does
      not consist any major mistakes and any omissions. 

     

    In
      case
      there is any change to the residency, contact address, phone number, business
      scope or legal representative, Party b shall keep Party A informed in written
      format within ten days. 

     

    Party
      B
      adequately know and understand the entire contract, signing this contract
      reflects the true intention of both parties.

    


    Article
      17 legal jurisdiction and dispute settlement

     

    This
      contract is signed in accordance with the law of P. R. China; therefore it’s
      under jurisdiction of the law of P. R. China. If disputes arise when performing
      the contract, negotiations or mediation shall be refer to settle the dispute.
      In
      case the dispute cannot be settled through negotiations or mediation, it shall
      be settled following   1 
       below:

     

    
      	 	
              1.

            	
              Through
                litigation procedures at the local court where Party A is
                located.

            


    

    


    Article
      18 contact’s effectiveness and invalidation conditions

     

    
      	 	
              1.

            	
              contact’s
                effectiveness conditions

            


    

     

    Loan
      under this contract is guaranteed loan, only the followings conditions are
      met
      simultaneously shall the contact be in effect:

     

    
      	 	
              a.

            	
              contract
                signed and stamped by both parties

            


    

    
      	 	 	 


      	 	
              b.

            	
              all
                the related suretyship contracts were signed and registered.
                

            


      	 	 	 


    

    
      	 	
              2.

            	
              Invalidation
                conditions: after Party B repay the entire loan principles and interests
                and other costs. 

            


    

     

    Article
      19 other agreed item: loan amount, interest rate and term shall be as in the
      withdraw receipt. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
      20 the contract is in __ copies, Party A holds __ copy, Party B and ___, ___
      ,
      ___ holds one copy respectively. Each copy has the same legal
      effects.

    


    


    Aug.
      5,
      2004

    


    Stamps
      and signatures from both Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Suretyship
      Contract

    Contract
      #: 20040805001-1

    


    Party
      A:
      Shenzhen Development Bank, Shanghai Lujiazui Branch (creditor of main contract)
      

    Address:
      500 Pudong South Road

    Tel:
      5878
      4818 Fax:
      5878
      4840

    Manager:
      Yao Jianxun (head of branch)

    


    Party
      B:
      Zhongyou Longchang (group) holding ltd. (surety)

    Address:
      Floor 20, 28 Zhongshan South Road, Shanghai

    Tel:
      6330
      0077 Fax:
      6330
      3198

    Legal
      Representative: Qiu Zhongbao (director of board)

    


    To
      guarantee the performance of the loan contract (hereinafter Main Contract,
      contract # 20040805001) signed between Party A and Shanghai
      Wanxing Bio-pharmaceutical Co., Ltd. (hereinafter
      Debtor) signed on Aug. 5, 2004, Party B is willing to provide guaranty as surety
      to the Main Contract. In accordance with the applicable law and regulation,
      after
      reaching an agreement through negotiations,
      Party A
      and B agree to enter into this Contract, and be obligated by its
      clauses.

    


    Article
      1
      scope of guaranty

     

    Scope
      of
      guaranty under this contract is as per   1 
 below

     

    
      	 	
              1.

            	
              The
                entire principles and interests of the debt under the Main Contract
                and
                applicable penalty interest and cost spent by Party A to realize
                the
                credit. Interest rate and penalty interest rate is as in the Main
                Contract. Total of the debt under the Main Contract is RMB 20 million.
                

            


      	 	 	 


    

    
      	 	
              2.

            	
              Blank

            


    

    


    Article
      2
      terms of guaranty

     

    The
      term
      of guaranty is from date when the contract in effect to 2 years after the
      expiration of the major contract. Within the guaranty term, Party A has the
      right to transfer the credit to a third party. Party B is obligated to carry
      out
      the guaranty within the scope.

    


    Article
      3
      guaranty liabilities

     

    Party
      B
      takes the joint repayment liabilities for the entire loan with in the guaranty
      scope. When the Debtor fails in performing the loan repayment obligation, Party
      A has the rights to require repayment from both Party B and Debtor. Party B
      irrevocably authorize Party A to withdraw funds equaling to the overdue
      principles and interests in case the Debtor fails in repaying the interest
      on
      time or fails in fully repaying the principle and interest before due
      date.

    


    Article
      4
      guaranty under this contract is independent guaranty. It shall not be affected
      by other guaranty be other surety. In case the Main Contract is guaranteed
      by
      several parties, Party B still has the liabilities to repay the full debt.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      5
      guaranty under this contract is irrevocable, and shall not be affected by
      contacts or agreements signed between the Debtor and any other parties. The
      guaranty shall not be changed because of the Debtor’s liquidation, incapable of
      fully repayment, loss of enterprise qualification, amendments to the company
      institution and others. 

    


    Article
      6
      notwithstanding entire or part of the contract clause become invalid legally
      due
      to whatever reasons, Debtor under the Main Contract still shall be obligated
      to
      repay the debts. Party B shall take the suretyship liability as defined in
      this
      contract to the Debtor’s obligation under the Main Contract.

    


    Article
      7
      Party B’s representations and warranties. 

     

    Party
      B
      is legally qualified to sign and perform the contract. In addition, signing
      and
      performing the contract has been fully authorized by the directors of board
      or
      other power organization (if authorization needed)

     

    Party
      B
      warrant that any application materials provided is real, legal, valid, and
      does
      not consist any major mistakes and any omissions. 

     

    Party
      B
      guarantee that any application materials provided by the Debtor are real, legal,
      valid, and does not consist any major mistakes and any omissions.

     

    In
      case
      there is any change to the residency, contact address, phone number, business
      scope or legal representative, Party b shall keep Party A informed in written
      format within ten days. 

     

    Party
      B
      adequately know and understand the entire contract, signing this contract
      reflects the true intention of both parties.

    


    Article
      8
      contract amendments

     

    
      	 	
              1.

            	
              If
                any party proposes to amend the contract, notifications shall be
                delivered
                to the other party and written agreements shall be reached. Before
                the
                agreements, original contract is in
                effect.

            


    

    
      	 	 	 


      	 	
              2.

            	
              in
                case to amend the Main Contract, Party A shall notify Party B in
                written
                format and obtain Party B’s consent. After his consent to the Main
                Contract amendments, Party B shall be stay in the joint guaranty
                obligation to the Main Contract, except amendments to Main Contract
                cause
                the Debtor’s debt reduced. 

            


    

    


    Article
      9
      legal jurisdiction and dispute settlement

     

    
      	 	
              1.

            	
              This
                contract is signed in accordance with the law of P. R. China; therefore
                it’s under jurisdiction of the law of P. R.
                China.

            


      	 	 	 


    

    
      	 	
              2.

            	
              Disputes
                settlement shall be as in the Main
                Contract.

            


    

    


    Article
      10 other agreed item _________

    


    Article
      11 the contract is in __ copies, Party A holds __ copy, Party B and Debtor,
      ___
      , ___ holds one copy respectively. Each copy has the same legal
      effects.

    


    Aug.
      5,
      2004

    Stamps
      and signatures from both Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Suretyship
      Contract

    Contract
      #: 20040805001-2

    


    Party
      A:
      Shenzhen Development Bank, Shanghai Lujiazui Branch (creditor of main contract)
      

    Address:
      500 Pudong South Road

    Tel:
      5878
      4818 Fax:
      5878
      4840

    Manager:
      Yao Jianxun (head of branch)

    


    Party
      B:
      Zhejiang Zheda Haina technology holding ltd. (surety)

    Legal
      Representative: Xue Weiguo

    


    To
      guarantee the performance of the loan contract (hereinafter Main Contract,
      contract # 20040805001) signed between Party A and Shanghai
      Wanxing Bio-pharmaceutical Co., Ltd. (hereinafter
      Debtor) signed on Aug. 5, 2004, Party B is willing to provide guaranty as surety
      to the Main Contract. In accordance with the applicable law and regulation,
      after
      reaching an agreement through negotiations,
      Party A
      and B agree to enter into this Contract, and be obligated by its
      clauses.

    


    Article
      1
      scope of guaranty

     

    Scope
      of
      guaranty under this contract is as per   1 
 below

     

    
      	 	
              3.

            	
              The
                entire principles and interests of the debt under the Main Contract
                and
                applicable penalty interest and cost spent by Party A to realize
                the
                credit. Interest rate and penalty interest rate is as in the Main
                Contract. Total of the debt under the Main Contract is RMB 20 million.
                

            


    

    


    Article
      2
      terms of guaranty

     

    The
      term
      of guaranty is from date when the contract in effect to 2 years after the
      expiration of the major contract. Within the guaranty term, Party A has the
      right to transfer the credit to a third party. Party B is obligated to carry
      out
      the guaranty within the scope.

    


    Article
      3
      guaranty liabilities

     

    Party
      B
      takes the joint repayment liabilities for the entire loan with in the guaranty
      scope. When the Debtor fails in performing the loan repayment obligation, Party
      A has the rights to require repayment from both Party B and Debtor. Party B
      irrevocably authorize Party A to withdraw funds equaling to the overdue
      principles and interests in case the Debtor fails in repaying the interest
      on
      time or fails in fully repaying the principle and interest before due
      date.

    


    Article
      4
      guaranty under this contract is independent guaranty. It shall not be affected
      by other guaranty be other surety. In case the Main Contract is guaranteed
      by
      several parties, Party B still has the liabilities to repay the full debt.
      

    


    Article
      5
      guaranty under this contract is irrevocable, and shall not be affected by
      contacts or agreements signed between the Debtor and any other parties. The
      guaranty shall not be changed because of the Debtor’s liquidation, incapable of
      fully repayment, loss of enterprise qualification, amendments to the company
      institution and others. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      6
      Notwithstanding entire or part of the contract clause become invalid legally
      due
      to whatever reasons, Debtor under the Main Contract still shall be obligated
      to
      repay the debts. Party B shall take the suretyship liability as defined in
      this
      contract to the Debtor’s obligation under the Main Contract.

    


    Article
      7
      Party B’s representations and warranties. 

     

    Party
      B
      is legally qualified to sign and perform the contract. In addition, signing
      and
      performing the contract has been fully authorized by the directors of board
      or
      other power organization (if authorization needed)

     

    Party
      B
      warrant that any application materials provided is real, legal, valid, and
      does
      not consist any major mistakes and any omissions. 

     

    Party
      B
      guarantee that any application materials provided by the Debtor are real, legal,
      valid, and does not consist any major mistakes and any omissions.

     

    In
      case
      there is any change to the residency, contact address, phone number, business
      scope or legal representative, Party b shall keep Party A informed in written
      format within ten days. 

     

    Party
      B
      adequately know and understand the entire contract, signing this contract
      reflects the true intention of both parties.

    


    Article
      8
      contract amendments

     

    
      	 	
              3.

            	
              If
                any party proposes to amend the contract, notifications shall be
                delivered
                to the other party and written agreements shall be reached. Before
                the
                agreements, original contract is in
                effect.

            


    

    
      	 	 	 


      	 	
              4.

            	
              in
                case to amend the Main Contract, Party A shall notify Party B in
                written
                format and obtain Party B’s consent. After his consent to the Main
                Contract amendments, Party B shall be stay in the joint guaranty
                obligation to the Main Contract, except amendments to Main Contract
                cause
                the Debtor’s debt reduced. 

            


    

     

    Article
      9
      legal jurisdiction and dispute settlement

     

    
      	 	
              3.

            	
              This
                contract is signed in accordance with the law of P. R. China; therefore
                it’s under jurisdiction of the law of P. R.
                China.

            


      	 	 	 


    

    
      	 	
              4.

            	
              Disputes
                settlement shall be as in the Main
                Contract.

            


    

    


    Article
      10 other agreed item_________

    


    Article
      11 the contract is in __ copies, Party A holds __ copy, Party B and Debtor,
      ___
      , ___ holds one copy respectively. Each copy has the same legal
      effects.

    


    Aug.
      5,
      2004

    Stamps
      and signatures from both Parties.