Exhibit
      10.01

    


    BEIJING
      RURAL COMMERCIAL BANK

    LOAN
      CONTRACT

     

    The
      Lender (hereinafter to as Party A): Beijing Rural Commercial Bank, Junbo
      Sub-Branch

    Address:
      No.2 Bei Feng Wo Road, Haidian District,

    Postal
      Code: 100038

    Chief
      Officer: Zhang, Xiuhong

    TEL:
      63442066

    FAX:
      63442066

    


    The
      Borrower (hereinafter to as Party B): Beijing Xelent Tech&Trading Co.,
      Ltd

    Address:
      A-20G, Chengmin Building, No.2 Xi Zhi Men Nan Street 

    Postal
      Code: 100088

    Legal
      Representative: Wang, Xin

    TEL:

    FAX:

    A/C
      and
      Opening Bank: 4031200001804000036428, China Bank Tian’an Branch

    No.
      of
      Loan Card: 110100000440303101

    


    According
      to the applicable laws, regulations and other rules promulgated by the People’s
      Republic of China, the Borrower and Lender, after reaching an agreement through
      negotiations, hereby enter into this contract pursuant to Borrower's application
      to Lender for a working capital facility loan (the "Loan").


    


    Article
      1. Type of Loan

    


    1.
      Party
      A agrees to provide short
      term other type loan to
      Party
      B according to this contact.

     

    Article
      2.
      Purpose of Loan

     

    2.
      The
      Loan under this contract is used for working
      capital turnover
      purpose
      only, and Party B shall not use the loan for other purpose without the written
      consent from Party A.

    


    Article
      3. Sum of the Loan

    


    3.
      Sum of
      the loan under this contract is (Capital Letter) RMB
      FOURTY NINE MILLION,
      Currency: RMB

    4.
      Loan
      term: from
      December 21st,
      2006. to August 20th,
      2007.

    Before
      the completion of this contract, Party B may apply to Party A for extension
      of
      this contract by submitting the application of Extension Loan to Party A not
      less than 30 days before the due date of the loan and sign the contract on
      extension of the loan after obtain the agreement from Party A.

    


    
      
         

      

      
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    Article
      4.
      Interest Rate & Calculation

     

    5.
      

    5.1
      Monthly interest rate within the loan term: 6.63‰

    5.2
      The
      loan under this contract shall be transferred to Party B’s account on the date
      recorded in Item 6, and the interest settlement is to be calculated from the
      date of release of the loan. If the release date is not consistent with the
      date
      fixed in this contract, the interest calculation shall start from the date
      recorded in the Loan Voucher. The Loan Voucher is one part of this contract,
      having equal legal effect as the contract.

    5.3
      The
      interest settlement of the each loan under this contract is to be calculated
      on
the
      20th day of the last month each quarter.

    5.4
      The
      interest is to be collected quarterly 

    5.5
      Before the loan expires, Party A shall claim compound interest at the loan
      rate
      under this contract for the interest that Party B failed to pay off timely,
      while after the overdue of the loan, Party A shall claim compound interest
      at
      the default interest for the interest that Party B failed to pay off
      timely.

    5.6
      After
      the overdue of the loan, Party A shall claim the compound interest at the
      default interest rate of 130% of the loan rate under this contract
      5.1.

    
      
        5.7
          The
          loan
          contract shall be subject to any changes on interest rates or calculation
          modes
          as prescribed by the People’s Bank of China (“PBOC”) during the loan term, in
          which case the Party B’s permit is unnecessary.

      

    

     

    Article
      5.
      Loan Withdraw

     

    
      
        6.
          Party
          B
          shall withdraw the loan according to the contract

      

    

    [
      ] by
      one batch 

    [√]
      in
      batches on the date recorded in the AppendixI.

     

    Article
      6.
      Payment of the Loan

     

    7.
      

    7.1
      Party
      B’s Principal repayment:

    [√
]
      repay all of the principal on due date

    [
      ] repay
      part of the principal on the date according to the AppendixII.

    7.2
      Party
      B should prepare the due sum of interest and principal of the current period
      at
      the account in Party A on the collection date agreed in this contract or fulfill
      the payment by transferring the funds from other deposit account; if the Party
      B
      fails to repay the principal and interest timely, Party A is entitled to
      transfer the fund including but not limited to the principal, interest, compound
      interest, default interest from Party B’s account in Beijing Rural Commercial
      Bank. 

    7.3
      Party
      B shall repay the principal first and the interest later within 90days from
      the
      date when the contract coming into effect and repay the interest first and
      the
      principal later after 90days from the date when the contract coming into effect
      except otherwise regulated by the laws or under the contract.

     

    
      
         

      

      
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    7.4
      Party
      B shall notify Party A when it wants to pay interest in advance. Party B shall
      submit to Party A an application in written form ten working days earlier before
      it repays the principal in advance and can only repay all or part of the
      principal at Party A’s consent.

    


    7.5
      The
      interest shall be calculated according to the actual days that Party A uses
      the
      loan and the loaning interest rate as prescribed in this contract when Party
      B
      repays all or part of the principal at Party A’s consent. Party B agrees to pay
      compensation according the formula as bellows:

    sum
      of
      compensation = the amount of principal repaid in advance×0
      ‰×the
      number of days between the actual repayment day and the due repayment
      day

    


    8

    8.1
      If
      Party B misappropriates loan funds or is delinquent in principal or interest
      repayment, Party A is entitled to declare all principals under the Loan Contract
      become due in advance and request Party B to repay the principal and interest
      due or cease the release of the loan funds to Party B.

    


    8.2
      Within the term of the contract, Party A shall cease the release of the loan
      funds to Party B or request Party B to repay all or part of the released
      principal in advance in the event that Party B is suffering losses or reported
      false
      profit as
      a
      result of mismanagement or
      involved
      in a criminal case with third party, or when the damage, disappearance or value
      reduce of the pledged property affects the safety of the loan under this
      contract.

    8.3
      Party
      A shall cease the release of the loan funds to Party B or request Party B to
      repay all or part of the released principal in advance in the event that Party
      B
      supplies false Balance Sheet & Income Statement which hides important
      information or refuses the Party A’s supervision on the use of the loan or
      relevant production, operation, financial activities.

    8.4
      If
      Party B fails to perform any of the obligations under this contract or the
      warranty contract, Party A is entitled to cease the release of the loan funds
      to
      Party B or request Party B to repay all or part of the released principal in
      advance and to exercise relevant activities persuade to the laws.

     

    Article
      7. Warranties

    


    9.
      In
      order to assure the repayment of the loan under this contract, warranty or
      warranties is necessary as follows:

    [√]
      (Warranty
      Contract )
      No.(
020
      )
      Year (
2006
      )
      

    [
      ]
      (_____)
      No.
      (_____)
      Year
      (_____)

    [
      ]
      (_____)
      No.
      (_____)
      Year
      (_____)

    Party
      B
      herein confirms that Party A is entitled to choose the rights under this item
      and Party B abandons all the defenses against the above choice of Party A
      assuring the creditor’s rights of Party A.

    In
      case
      any changes occurred onto the security or warranty under this Loan Contract
      may
      adversely affect the creditor’s rights of the Party A, Party B shall provide
      other security or warranty as notified and required by Party A.

    


    
      
         

      

      
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    Article
      8. Rights and Obligations of Two Parties

    


    10.
      Rights and obligations of Party B:

    10.1
      withdraw and use of the loan capital under this contract; 

    10.2
      use
      of the loan capital subject to laws and regulations, and obtain relevant permits
      or authorization;

    10.3
      provide the relevant materials during the loan evaluation and be responsible
      for
      the trueness and integrity of the materials;

    10.4
      accept the evaluation and supervision on the use of loan under this contract
      by
      Party A;

    10.5
      cooperate with Party A on the evaluation and supervision on the relevant
      production, operation and financial status, and provide financial information
      including but not limited to submitting to Party A the balance sheet, income
      statement and statement of cash flow which shall be true, integrate and
      accurate;

    10.6
      during the term of this contract, where there are situations of production
      stop,
      business suspension, registration cancellation, business license cancellation,
      the legal representative or person in charge’s involvement in law breaching
      activities or major litigation or where there is serious difficulty in
      production and operation or the serious financial degradation that have
      important negative effect on Party B’s performance of the repayment obligation,
      Party B shall notify Party A immediately and fulfill the repayment of loan
      and
      guaranty under this contract at Party A’s requirements;

    10.7
      during the term of this contract, where there are situations of split-off,
      mergers & acquisition, joint-stock reconstruction, contracting, leasing
      operations, ownership, joint operations, joint-venture or cooperation, capital
      reduction, the transfer of stock shares or other changes may adversely affect
      the creditor's rights or liability under this contract or the creditor’s rights
      Party B shall notify Party A 30days in advance and obtain the writing consent
      from Party and fulfill the repayment of loan and warranties at Party A’s
      requirements ;otherwise party B is not entitled to exercise the activities
      hereinbefore;

    10.8
      during the term of this contract, where the registered information including
      but
      not limited to the legal representative, domicile, and business scope changes,
      Party B should notify Party A within 10days after the changes
      occur;

    10.9
      before paying off the principal and interest of the loan, Party B should not
      provide assurance beyond its solvency to other party;

    10.10
      Party B should obtain the written consent from Party A in case Party B wants
      to
      transfer the loan liability to a third party;

    10.11
      Party B should cover all the expenditures including but not limited to
      notarization, appraisal, evaluation, registration, insurance fees;

    10.12
      during the term of this contract, where there are situations of production
      stop,
      business suspension, registration cancellation, business license cancellation,
      loss or where there is when the damage, disappearance or value reduce of the
      pledged property affects the safety of the loan under this contract, Party
      B
      shall provide other warranty which is authorized by Party A.

    11.
      Rights and obligations of Party A:

    11.1
      assure the sign of this contract is under effective authorization,

    11.2
      issue and release the loan on the due date at the due amount under this
      contract,

    11.3
      keep
      confidential of all the materials and information on the liabilities, financial,
      production, operation provided except otherwise regulated by the laws or under
      the contract,

     

     

    
      
         

      

      
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    11.4
      is
      entitled to deduct the sum of principal ,interest, default interest, compound
      interest and other fees unpaid by Party B under the contract,

    11.5
      Party A may transfer the creditor’s rights under this contract without the
      consent from Party B, but should notify Party B not less than 15days after
      signing the transfer contract.

    11.6
      Party A may publicize on the medium or notify certain entities of Party B’s
      behaviors like evading supervision by Party A, delaying the payment of principal
      & interests and claim the repayment from Party B.

    


    Article
      9. Default Liabilities

    12

    12.1
      After coming into effect of the contract, both parties shall fulfill the
      obligations under the contract, and any party fails to perform the obligations
      under the contract shall be deemed breaching the contract, and shall
bear
      the
responsibility
      of default.

    12.2
      In case
      Party B fails to pay off the due principal or interest, Party A is entitled
      to
      claim solvency on Party B and collect the default interest and compound interest
      on the due principal and interest unpaid by Party B.

    12.3
      In
      case Party B breaches the contract and results in securing the creditor’s right
      by legal procedure, Party B shall undertake the expenditures like legal charges
      or retaining fee , travel expense and other charges.

    12.4
      In
      case Party B fulfill the obligation under the contract, whereas Party A fails
      to
      release loan to Party B subject to the contract, Party B is entitled to claim
      the default fine on Party A at the rate prescribed in Article 5.1 according
      to
      the sum of default and actual days after the due date.

    12.5
      In
      case Party B misappropriated use on the loan fund not persuade to the contract,
      Party A is entitled to declare all principals under the Loan Contract become
      due
      in advance and request Party B to repay the principal and interest due or cease
      the release of the loan funds to Party B.

    12.6
      In
      case Party B fails to perform persuade to the contract items 10.2, 10.3, 10.4,
      10.5, 10.6, 10.7, 10.8, Party B should take other remedies within 10days after
      receipt of the notice from Party A, otherwise Party A is entitled to declare
      all
      principals under the Loan Contract and request Party B to repay all or part
      of
      the principal and interest or cease the release of the loan funds to Party
      B and
      claim the default interest and compound interest.

    


    Article
      10. Coming into Effect of the Contract


    13.
      

    [
      ] This
      Loan Contract shall become effective once signed by legal representatives (chief
      officer) or authorized representatives (the authorization is an appendix to
      this
      contract) with official seals of both parties.

    [√]
      This
      Loan Contract shall come into existence once signed by legal representatives
      (chief officer) or authorized representatives (the authorization is an appendix
      to this contract) with official seals of both parties and become effective
      on
      the date when the warranty contract come into effect.

    


    
      
         

      

      
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    Article
      11. Amendment or Termination of the Contract

    


    14

    14.1
      After the contract coming into effect, neither Party A or Party B may amend
      or
      terminate this contract in advance ,except otherwise regulated by the laws
      or
      under the contract. The amendment or termination shall be made through
      negotiation between the two parties in which a written agreement is come into
      being.

    14.2
      The
      provisions of this contract shall be completely implemented until the date
      on
      which all the loan principal, interest, default interest, compound interest,
      default fines and other fees are paid off. 

     

    Article
      12. Disputes

     

    15.
      Any
      disputes concerning this Loan Contract shall be solved through negotiation
      and
      where negotiation fails to solve , a lawsuit shall be proceeded from the court
      of jurisdiction where Party A locates

     

    Article
      13. Supplementary

     

    16.
      The
      supplementary article agreed by the two parties:  

    17. This
      Loan
      Contract is
      in
      triplicate, with
      Party A Party B and the warrantor
      holding
      one copy relatively, and each copy has equal legal effect.

    18.
      This
      Loan Contract is signed on December 21th,
      2006 at
      the Party A’s office, and Party A provide interpretation to Party B on the terms
      to be reminded.

     

    
      	
              Party
                A: Beijing Rural Commercial 

              Bank,
                Junbo Sub-Branch

              (Seal)
                

            	Party B: Beijing
              Xelent
              Tech&Trading Co., Ltd
	 	 
	Legal
              Representative or Authorized Representative: 
              (Signature)

            	Legal Representative or
              Authorized
              Representative:


    

    


    Date:
      December 21th,
      2006.

    


    

 

    
      
         

      

      
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